Common use of Sublicenses Clause in Contracts

Sublicenses. 4.1 REGENTS also grants to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty

Sublicenses. 4.1 REGENTS also grants to LICENSEE Except as otherwise provided below, Beglend shall have the right to SUBLICENSE to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive sublicense its rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will includeLicense to any person on and subject to the following terms and conditions: (a) if Beglend grants a statement setting forth sublicense, all of the date upon which LICENSEE's exclusive rights, privilegesterms and conditions of this Agreement shall apply to the sublicensee to the same extent as they apply to Beglend for all purposes other than the payment of Royalties, and license hereunder will expireBeglend assumes full responsibility for the performance of all obligations so imposed on such sublicensee and will, itself, pay and account to InNexus for all payments due under this Agreement by reason of the operation of any such sublicensees; (b) as applicable, all the rights of, Beglend shall provide a copy of each sub-license agreement to InNexus within sixty days after execution and require the performance delivery of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty)same; (c) any invention discovered by a provision requiring payment sublicensee as a result of royalties research and development activities using SAT and which constitute an improvement to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES SAT shall be deemed to be held exclusively for the operations benefit of LICENSEE, for which LICENSEE InNexus (and Beglend under the License) and any patent or other intellectual property rights therein shall be responsible. 4.6 LICENSEE will collect assigned and guarantee payment transferred to InNexus promptly upon written demand, subject to the right of Beglend to be paid a royalty by InNexus equal to 1.5% of any revenue received by InNexus therefrom (including sales revenue received by InNexus from sales of Products by InNexus and from InNexus' Affiliates and sub-licensees in the form of royalties, license or sub-license fees, milestone payments and the like received from such Affiliates and sub-licensees), to a maximum of 150% of the total amount of all monies of Beglend's research and development costs (without any additional allocation for overhead or other consideration due REGENTS from SUBLICENSEESexpenses not directly related thereto) reasonably attributable to such invention; and (d) InNexus shall have, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT without the requirement for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as further action of the date parties, an exclusive worldwide right and license to the unrestricted use of any Joint Invention (other than use of such termination will remain Invention in effect and will be assigned connection with any Beglend Antibody or for the development of any Compound or Product, which use is exclusively reserved to REGENTSBeglend) and, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) claimed or covered thereby, any Joint Patent hereafter granted which covers an Improvement which is or may be competitive with SAT (a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE"Joint SAT Invention"), but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third partiesits obligation to pay Beglend the royalty on revenue therefrom as set out in section 2.3(c) above, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days execute and deliver such further agreements and instruments as may be reasonably necessary to give REGENTS written notice stating whether LICENSEE elects effect to develop LICENSED PRODUCTS for the application. If LICENSEE elects such provisions as and when required by either party from time to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtytime.

Sublicenses. 4.1 REGENTS also grants to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth Licensee may sublicense the date upon which LICENSEE's exclusive rightslicense and rights granted to Licensee under Sections 2.1, privileges2.2, 2.4, 2.5 and 2.6 (as applicable) to (a) its Affiliates and (b) Third Parties in connection with the operation of the business of Licensee or its Affiliates, but not for the independent use of any such Third Party, including distributors that need to practice the applicable Intellectual Property to provide ordinary course distribution services to Licensee and its Affiliates; provided that, with respect to the AgCo Licensed Standards, sublicensing to such Third Parties shall be solely for such Third Parties to provide services to the Materials Science Business in the ordinary course at any or all Licensed Facilities (but not for the independent use of such Third Party), and license hereunder will expire;(c) with the prior written consent of Licensor, other Third Parties (each such Affiliate or Third Party, or subcontractor granted a sublicense under Section 2.3, a “Sublicensee”). (b) as applicableEach sublicense granted by a Licensee under the license granted to such Licensee in Sections 2.1, all the rights of2.2, 2.4, 2.5 and 2.6 shall be granted pursuant to an agreement that (i) is subject to, and require consistent with, the performance terms and conditions of all this Agreement and includes provisions at least as protective of Licensor and its Affiliates as the obligations due provisions of this Agreement (except that such sublicense shall not be required to provide rights for Licensor to audit Sublicensee in accordance with, and subject to, REGENTS Section 2.13 (and1) if the sublicense is granted to an Affiliate, (2) with respect to sublicenses of Licensed Know-How, Licensed Copyrights or Business Software where the primary purpose of such arrangement with sublicensee is not to grant access to such Licensed Know-How, Licensed Copyrights or Business Software or (3) with respect to sublicenses of the licenses granted under Section 2.6), (ii) to the extent with respect to Licensed Patents or AgCo Licensed Standards and if applicableSublicensee is a Third Party, provides that Licensor shall be an intended beneficiary thereunder with the United States Government) under this AGREEMENT other than those right of direct enforcement against the Sublicensee (including, for clarity, with respect to the audit rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (Section 2.13 to the extent applicable), and (iii) to the extent with respect to Licensed Patents or AgCo Licensed Standards, is in writing if the Sublicensee is a Third Party. For clarity, granting a sublicense shall not relieve Licensee of the actual knowledge any obligations hereunder and Licensee shall cause each of the licensing professional its Sublicensees to comply, and shall remain responsible for administration of this case) or a third party discovers and notifies that licensing professional that its Sublicensees’ compliance, with the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice terms hereof applicable to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtyLicensee.

Sublicenses. 4.1 REGENTS also grants RBNC shall be entitled, without the prior consent of AMGEN, to LICENSEE grant one or more sublicenses of the right rights granted by AMGEN under Section 2.1 to SUBLICENSE RBNC, by a written agreement to AFFILIATES one or more Sublicensees (including through multiple tiers of sublicenses), provided, however, that as a condition precedent to and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time requirement of sublicensing. Every any such SUBLICENSE will include: sublicense: (a) any such permitted sublicense shall be in writing and consistent with and subject to the terms and conditions of this Agreement (each a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, “Sublicense Agreement”); and license hereunder will expire; (b) as applicable, all the rights of, and require the RBNC will continue to be responsible for full performance of all the RBNC’s obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights Agreement; and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring RBNC shall pay Sublicense Consideration, if any, in accordance with Section 3.3 (Sublicensing Income); and (d) in all other respects, RBNC will be responsible for all actions of such Sublicensee as if such Sublicensee were RBNC hereunder, including, for clarity, payment of royalties under Section 3.2. Notwithstanding the foregoing, with respect to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant sublicensing of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash considerationSignificant Territorial Rights, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will RBNC shall have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant right to this AGREEMENT. 4.5 For grant any such sublicenses to Exploit the purposes Products prior to the earlier of this AGREEMENT[***], the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTSwithout AMGEN’s prior written consent, except that REGENTS will not be bound RBNC may grant sublicenses to perform any duties or obligations set forth contractors acting in any SUBLICENSEs that extend beyond support of RBNC’s efforts to Exploit the duties and obligations of REGENTS set forth Products as described in this AGREEMENT. 4.8 If REGENTS Section 5.1 (to Responsibility). [***] during the extent of the actual knowledge of the licensing professional responsible for administration term of this caseAgreement, RBNC will provide AMGEN a list of all Sublicense Agreements (excluding agreements with contractors acting in support of RBNC’s efforts to Exploit the Products) or then in effect together with a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered summary of any Sublicense Income received by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS RBNC pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer each such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtySublicense Agreement.

Sublicenses. 4.1 REGENTS 7.1 LICENSEE may sublicense the rights granted to it under this Agreement without the prior written consent of YALE. The provisions of Articles 7.2, 7.3 and 7.4 shall apply to any such sublicenses. 7.2 Any sublicense granted by LICENSEE shall include such provisions as are needed to enable LICENSEE to comply with this Agreement. LICENSEE will provide YALE with a copy of each sublicense agreement (and all amendments thereof) promptly after execution. LICENSEE shall also grants 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 any royalties or other payments provided for hereunder, regardless of whether the terms of any sublicense provide for such amounts to be paid by the SUBLICENSEE directly to YALE. A breach of this provision shall constitute a material breach that is subject to Article 13.1(b). 7.3 LICENSEE shall pay royalties to YALE on NET SALES of SUBLICENSEES based on the same royalty rate as apply to NET SALES by LICENSEE and its AFFILIATES, regardless of the royalty rates payable by SUBLICENSEES to LICENSEE the right under a sublicense agreement. In addition, LICENSEE shall pay to YALE [***] Per Cent ([***]%) of any SUBLICENSE INCOME. 7.4 LICENSEE agrees that it has sole responsibility to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will includepromptly: (a) provide YALE with a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, copy of any amendments to sublicenses granted by LICENSEE under this Agreement and license hereunder will expire;to notify YALE of termination of any sublicense; and (b) as applicable, summarize all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties reports provided to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice necessary to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality comply with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty9.

Sublicenses. 4.1 REGENTS also grants to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: (a) The Parties intend that MPP will identify potential manufacturers of pharmaceutical products with a statement setting forth view to enter into sublicense agreements pursuant to which MPP shall grant such manufacturers (each such manufacturer referred to as a Sublicensee) a sublicense under the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire;granted by BMS to MPP in Section 2.1 according to the terms of a sublicense agreement to be entered into substantially in the form attached as Schedule G to this Agreement (each such executed sublicense agreement a Sublicense Agreement). (b) Any Sublicense Agreement will be entered into subject to the following: (i) it will refer to this Agreement and will be subject to and subordinate to this Agreement; (ii) the Sublicensee will confirm in writing that it has reviewed the terms and conditions of this Agreement and agree to not perform any acts or omissions that would place MPP in breach of this Agreement; (iii) the sublicense rights granted to each Sublicensee will be non-sublicensable and non-transferable except as applicableexpressly provided under the Sublicense Agreement; (iv) each Sublicensee will be entitled to make, all have made, offer for sale, have sold, export or import the rights ofLicensed Compound, whether inside or outside of the Territory, solely for the manufacture of Licensed Products by BMS or BMS’ authorized licensees, exclusively for use in the Field in the Territory; (v) a Sublicensee will be entitled to offer for sale, sell, have sold the Licensed Products to customers outside of the Territory solely to the extent that such Licensed Products will be exclusively used in the Field in the Territory; (vi) BMS will be a party to the Sublicense Agreement; and (vii) before entering into a Sublicense Agreement, BMS and require MPP will perform a due diligence of the performance proposed Sublicensee in order to ensure compliance with applicable laws relating to corruption (including anti-bribery laws and the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010); and relevant national and international quality and good manufacturing practices. No Sublicense Agreement may be entered into before the satisfactory completion of all the obligations such due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights diligence by BMS and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty);MPP. (c) a provision requiring payment MPP will procure that: (i) each Sublicensee has demonstrated capability to manufacture the presentations and strengths of royalties to LICENSEE the Licensed Products it intends on manufacturing; (ii) all of the presentations and strengths of the Licensed Products listed in an amount Schedule A will be manufactured by the Sublicensees in sufficient to permit LICENSEE quantities to meet its royalty obligations to REGENTS at the rates and bases set forth projected aggregate demand in this AGREEMENT;the Territory as soon as possible but not exceeding a period of 42 months from the Effective Date. (d) MPP will coordinate execution of the Sublicense Agreement between BMS, MPP and Sublicensee. (e) MPP will not modify the terms and conditions of any Sublicense Agreement (as attached as Schedule G) without BMS’s prior written consent. (f) MPP will remain jointly and severally liable with any Sublicensee for any failure by any Sublicensee to perform or observe the terms and conditions of this Agreement or a prohibition on Sublicense Agreement. (g) If MPP becomes aware of any act or omission of a Sublicensee which constitutes a breach of the grant relevant Sublicense Agreement, MPP will: (i) if the breach is capable of further SUBLICENSES correction and does not give rise to an immediate right of termination under the Sublicense Agreement, direct the relevant Sublicensee in writing to cure the breach, with a copy of that writing to BMS; and (eii) if the same provision breach remains uncured at the end of the specified period, or if there are otherwise grounds for indemnification termination under the Sublicense Agreement, and in each case if so requested by BMS, procure the termination of REGENTS as has been provided for the relevant Sublicense Agreement in this AGREEMENTaccordance with its terms. 4.2 LICENSEE (h) MPP agrees that it will pay not grant sublicenses to REGENTS percent ( %) entities other than Sublicensees, and/or other than in the form of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is Sublicense Agreement. Any purported sublicense not entered into in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and foregoing will be assigned to REGENTS, except that REGENTS null and void and without effect. (i) The Sublicense Agreements will not be bound prohibit the Sublicensees from manufacturing and selling the Licensed Compound and Licensed Products in combination with other active pharmaceutical ingredients in the Territory, provided in each case that: (i) the Sublicensees have the legal right to perform any duties or obligations set forth manufacture and sell such other active pharmaceutical ingredients in any SUBLICENSEs that extend beyond the duties applicable country within the Territory; (ii) such manufacture and obligations of REGENTS set forth sale is in accordance with the licenses granted in this AGREEMENT.License Agreement; and 4.8 If REGENTS (iii) BMS will not provide MPP or its Sublicensees with any representations, warranties or other assurances about Combination Products that include the Licensed Compound or the Licensed Products, including with respect to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered patents owned by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty.

Sublicenses. 4.1 REGENTS also grants Subject to LICENSEE Section 14.1, the Company shall have the right to SUBLICENSE sublicense the Licensed Intellectual Property but only with the prior written consent of Licensor, such consent to AFFILIATES and third parties the right to makebe at Licensor’s sole discretion, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHODbut which shall not be rejected without justified cause, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will includethat: (ai) the sublicense to such Permitted Company Licensee is pursuant to a statement setting written, valid and enforceable agreement containing terms and restrictions (other than fees and without sub-licensing rights) at least substantially the same as those contained herein, including, without limitation, the following: (I) License grant limitations and sublicensee obligations relating thereto at least as restrictive as the License Grant and sublicense obligations set forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expireherein; (bII) as applicable, all the rights ofLicensor ownership of Licensed Intellectual Property, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than Licensor license rights to Company Related Enhancements and to Company Independent Development by such sublicensee at least as broad as those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES contained herein; and (eIII) Obligations on the same provision for indemnification Permitted Company Licensee at least as broad, and rights at least as favorable to Licensor, as those contained herein regarding protection of REGENTS as has been provided for in this AGREEMENTLicensed Intellectual Property, audit rights, remedies and liability limitations, representations, warranties, confidentiality, termination, governing law and other miscellaneous provisions. 4.2 LICENSEE will pay to REGENTS percent ( %(ii) notwithstanding Section 2.1(d)(i) above: (I) No sublicensing of any cash considerationPermitted Company Licensee will include any representations or warranties, and express or implied, made on behalf of Licensor; (II) Except for damages related to the manufacturing of the cash equivalent of all other considerationLicensed Products by Licensor, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS Licensor will not be bound to perform liable for any duties damages, whether direct, indirect, incidental, consequential, special, punitive or obligations set forth other liability, arising under any such sublicenses, and the Company will at its cost defend and hold the Licensor harmless in any SUBLICENSEs relation thereto; and (III) Any such sublicense agreement will expressly provide that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or Licensor is a third party discovers and notifies beneficiary of that licensing professional that sublicense agreement; (iii) no sublicense will be permitted if it has, or is reasonably likely to have, any material adverse legal, financial or tax effect on Licensor; and (iv) the INVENTION is useful Company shall be liable for an application covered by any action or inaction on the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by part of any sublicensee of the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtyCompany.

Sublicenses. 4.1 REGENTS also YALE hereby grants to LICENSEE the right to SUBLICENSE to AFFILIATES sublicense (and third parties any sublicensee may be granted the right to further sublicense at any tier) to unaffiliated third parties under the LICENSED INTELLECTUAL PROPERTY the right to practice the LICENSED PATENTS and use LICENSED INFORMATION for purposes of research and development of products and to make, have made, use, offer for SALEsell, importhave sold and import LICENSED PRODUCTS and/or SERVICES in the FIELDS OF USE, provided this AGREEMENT is in effect. 4.2 Any sublicense granted by LICENSEE or its sublicensees (or any further tiers of sublicensees) shall include substantially the same Definitions, and SELL LICENSED PRODUCTS provisions on Confidentiality and LICENSED SERVICESPublicity, Reporting Requirements, Indemnification, Insurance and Warranties, Patent Notices and Use of YALE’s Name, as are agreed to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on , and shall include due diligence provisions. Portions of this Exhibit, indicated by the grant ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of further SUBLICENSES ; and (e) the same provision for indemnification Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of REGENTS the Securities Act of 1933, as has been provided for in this AGREEMENTamended. 4.2 4.3 For purposes of this Article: (i) sublicensees’ “net sales” shall have a parallel meaning to the definition of LICENSEE’S NET SALES in Article 2.20; and (ii) “Sublicense Milestones” shall mean all milestone payments LICENSEE will receives from sublicensees in consideration for sublicense rights to the LICENSED INTELLECTUAL PROPERTY, but shall specifically exclude R&D reimbursements, sponsored research payments, and full-time equivalent scientist support. LICENSEE shall pay to REGENTS YALE [***] percent ( ([***]%) of all non-milestone payments LICENSEE receives from sublicensees in consideration for sublicense rights to the LICENSED INTELLECTUAL PROPERTY, including sublicense issue fees, maintenance fees, royalties on sublicensee net sales (excluding sublicensees’ net sales of LICENSED PRODUCTS sold, leased or otherwise transferred by LICENSEE or its AFFILIATES to sublicensees as further defined in Article 2.20 above) and any cash considerationpremium paid for equity investments, but excluding research support, non-premium equity investments and loans. LICENSEE shall pay to YALE [***] percent ([***]%) of all Sublicense Milestones during the first two years after the EFFECTIVE DATE, unless LICENSEE has included in the license to the sublicensee new patent claim(s) or rights to patent applications not included in the LICENSED INTELLECTUAL PROPERTY and owned by Rib-X in such sublicense, in which case the percentage of Sublicense Milestones due YALE shall be [***] percent ([***]%); and [***] percent ([***]%) of all Sublicense Milestones after the second anniversary of the cash equivalent of all other considerationEFFECTIVE DATE. Notwithstanding the foregoing, due to LICENSEE for under no circumstances, during any three-year consecutive period (the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed first period to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of measured beginning on the date of such termination will remain in effect LICENSEE’s first receipt of sublicensing revenue and will be assigned to REGENTSending on the third anniversary of that date, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or then on a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensingrolling basis thereafter), shall give written notice to LICENSEE, except for: 1YALE receive cumulative sublicense payments of less than [***] percent ([***]%) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTSsublicensees’ personnel who do not assent to its disclosure to LICENSEEnet sales (“Sublicensing Minimum”). LICENSEE shall have Within ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for after the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new applicationend of each calendar year, LICENSEE shall submit progress reports provide an accounting from the EFFECTIVE DATE of the AGREEMENT of (i) cumulative payments to REGENTS pursuant YALE from sublicensing of the LICENSED INTELLECTUAL PROPERTY and (ii) cumulative sublicensee net sales; provided that LICENSEE shall not be obligated to Article 8. If LICENSEE elects not provide information regarding a particular sublicensee’s net sales until ten (10) days after LICENSEE’s receipt of any such information related to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEEthat sublicensee. If the cumulative sublicense payments to YALE over each consecutive three (3) year period beginning on the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS within thirty (30) days from anniversary of the date of such written requestLICENSEE’s first receipt of sublicense payments are greater than [***] percent ([***]%) of cumulative sublicensee net sales, no Sublicensing Minimum shall be due. If If, however, the request results in a SUBLICENSEcumulative sublicense payments to YALE over the aforementioned three (3) year period are less than [***] percent ([***]%) of cumulative sublicensee net sales, then LICENSEE shall report it pay YALE the difference between the cumulative payments and the Sublicensing Minimum for that three year period. Such payments by LICENSEE of the differential shall be included as cumulative sublicensing revenue payments to REGENTS pursuant YALE in the accounting for future years to Paragraph 4.3. If LICENSEE refuses determine whether additional payments are due YALE to grant a SUBLICENSE to meet the third party, then within thirtySublicensing Minimum.

Sublicenses. 4.1 REGENTS also grants Subject to LICENSEE Section 14.1 and Section 14.2, the Company shall have the right to SUBLICENSE sublicense the Licensed Intellectual Property but only with the prior written consent of Licensor, such consent to AFFILIATES and third parties the right to makebe at Licensor’s sole discretion, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHODbut which shall not be rejected without justified cause, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will includethat: (ai) the sublicense to such Permitted Company Licensee is pursuant to a statement setting written, valid and enforceable agreement containing terms and restrictions (other than fees and without sub-licensing rights) at least substantially the same as those contained herein, including, without limitation, the following: (I) License grant limitations and sublicensee obligations relating thereto at least as restrictive as the License Grant and sublicense obligations set forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expireherein; (bII) as applicable, all the rights ofLicensor ownership of Licensed Intellectual Property, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than Licensor license rights to Company Related Enhancements and to Company Independent Development by such sublicensee at least as broad as those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES contained herein; and (eIII) Obligations on the same provision for indemnification Permitted Company Licensee at least as broad, and rights at least as favorable to Licensor, as those contained herein regarding protection of REGENTS as has been provided for in this AGREEMENTLicensed Intellectual Property, audit rights, remedies and liability limitations, representations, warranties, confidentiality, termination, governing law and other miscellaneous provisions. 4.2 LICENSEE will pay to REGENTS percent ( %(ii) notwithstanding Section 2.1(d)(i) above: (I) No sublicensing of any cash considerationPermitted Company Licensee will include any representations or warranties, and express or implied, made on behalf of Licensor; (II) Except for damages related to the manufacturing of the cash equivalent of all other considerationLicensed Products by Licensor, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS Licensor will not be bound to perform liable for any duties damages, whether direct, indirect, incidental, consequential, special, punitive or obligations set forth other liability, arising under any such sublicenses, and the Company will at its cost defend and hold the Licensor harmless in any SUBLICENSEs relation thereto; and (III) Any such sublicense agreement will expressly provide that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or Licensor is a third party discovers and notifies beneficiary of that licensing professional that sublicense agreement; (iii) no sublicense will be permitted if it has, or is reasonably likely to have, any material adverse legal, financial or tax effect on Licensor; and (iv) the INVENTION is useful Company shall be liable for an application covered by any action or inaction on the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by part of any sublicensee of the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtyCompany.

Sublicenses. 4.1 REGENTS also grants to LICENSEE Celgene and its Affiliates shall have the right to SUBLICENSE grant sublicenses under the rights licensed to AFFILIATES Celgene and third parties its Affiliates under Section 5.1 solely in accordance with this Section 5.2, as follows: 5.2.1 such Sublicense shall refer to this Agreement and shall be subordinate to and consistent with the right to make, use, offer for SALE, importterms and conditions of this Agreement and the Parent Licenses, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and shall not limit the ability of Celgene (individually or through the activities of its Sublicensee) to practice LICENSED METHOD, provided that LICENSEE has exclusive fully perform all of its obligations under this Agreement or GlobeImmune’s rights under this AGREEMENT at Agreement; 5.2.2 in such Sublicense, the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privilegesSublicensee shall agree to be subject to, and bound by, the terms and conditions of the Third Party license hereunder will expireagreement(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 by GlobeImmune under such Third Party license agreement; (b) 5.2.3 promptly after execution of the Sublicense, Celgene shall provide to GlobeImmune a summary of such Sublicense or, if required by the Parent Licenses, a copy of such Sublicense. Such Sublicense shall be treated as applicable, all the rights of, and require Celgene Confidential Information hereunder; 5.2.4 Celgene shall remain responsible for the performance of all this Agreement and the obligations due toperformance of its Sublicensees hereunder, REGENTS (and, if applicable, including the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEESpayments due, and deliver all making reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination keeping books and records, and shall cause such Sublicensee to enable Celgene to comply with the terms and conditions of this AGREEMENT Agreement; 5.2.5 except as otherwise provided in the Sublicense, if this Agreement terminates for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where any Sublicensee shall, from the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the effective date of such termination will remain termination, automatically become a direct licensee of GlobeImmune with respect to the rights licensed to Celgene hereunder and sublicensed to the Sublicensee by Celgene; provided, however, that such Sublicensee is not in effect breach of its Sublicense and will be assigned to REGENTS, except that REGENTS will not be bound continues to perform any duties thereunder; 5.2.6 Such Sublicensees shall have the right to grant further Sublicenses of same or obligations set forth lesser scope as its sublicense from Celgene and its Affiliates under the grants contained in any SUBLICENSEs Section 5.1 (the other party to such further sublicense also being a “Sublicensee”); provided that extend beyond such further sublicenses shall be in accordance with and subject to all of the duties terms and obligations conditions of REGENTS set forth this Section 5.2 and Section 5.4 (i.e., such initial Sublicensee shall 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 AGREEMENTdocument, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 4.8 If REGENTS (5.2.7 Celgene, and any Sublicensee, as applicable, shall bear any and all sublicense fees payable in connection with the grant, by Celgene and such Sublicensee, respectively, of sublicense rights pursuant to the extent Section 5.6 of the actual knowledge CU Agreement and Paragraph 3.5 of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtyWRF Agreement.

Sublicenses. 4.1 REGENTS also grants to LICENSEE The license granted in Section 2.01 above shall include the right to SUBLICENSE grant written sublicenses, subject to AFFILIATES and third parties the UNIVERSITY’S prior written approval which approval shall not be unreasonably withheld. SUBLICENSEE shall have no right to makegrant further sublicenses without written consent from University, usewhere such consent is within University’s sole discretion. In determining whether to approve a sublicense (or any amendment thereto), offer for SALEUNIVERSITY will consider, importamong other things, whether the provisions of the proposed sublicense arc consistent with and SELL LICENSED PRODUCTS and LICENSED SERVICES, and similar to practice LICENSED METHOD, provided that those required of LICENSEE has exclusive rights under by this AGREEMENT at AGREEMENT. All sublicenses must comply with the time of sublicensing. Every such SUBLICENSE will includefollowing: (a) LICENSEE shall deliver to UNIVERSITY a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, true and license hereunder will expire; (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a correct copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as fully executed sublicense granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTSand any modification or termination thereof, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS within thirty (30) days after execution, modification, or termination. (b) LICENSEE shall deliver to UNIVERSITY copies of all reports due to LICENSEE from the date SUBLICENSEE within thirty (30) days receipt of such reports by LICENSEE. (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. LICENSEE shall be responsible to UNIVERSITY for the performance of its SUBLICENSEES under each sublicense agreement granting rights to any PATENT RIGHTS. LICENSEE shall collect and guarantee all payments due UNIVERSITY from any SUBLICENSEE. (e) Any sublicense granted by 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 AGREEMENT. LICENSEE shall require that any sublicense agreement: (i) be consistent with 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 request. 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 those accepted by the LICENSEE in the following sections of this 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 request results PATENT RIGHTS does not comport with above requirements in a SUBLICENSEthis Section 2.02(e), then LICENSEE that agreement shall report it to REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third partybe invalid, then within thirtyunenforceable, and void. (g) Upon any termination of this AGREEMENT, all SUBLICENSEE’s rights shall also terminate except as set forth in Section 10.05 (assignment of sublicenses).

Sublicenses. 4.1 REGENTS also grants In the event LICENSEE sublicenses the rights granted to it under this Agreement the provisions of Articles 4.2, 4.3 and 4.4 shall apply. 4.2 Any sublicense granted by LICENSEE shall include substantially the same definitions and provisions regarding Due Diligence, Confidentiality and Publicity, Reporting Requirements, Indemnification, Insurance and Warranties, Patent Notices and Use of YALE’s Name, as are agreed to in this Agreement, and such other provisions as are needed to enable LICENSEE to comply with this Agreement. LICENSEE will provide YALE with a copy of each Sublicense Agreement promptly after execution. LICENSEE shall remain responsible for the enforcement of all sublicense agreements including but not limited to payment of any royalties other payments provided for hereunder, regardless of whether the terms of any sublicense provide for such amounts to be paid by the SUBLICENSEE directly to YALE. 4.3 LICENSEE shall pay [***] SUBLICENSEES to LICENSEE under a sublicense agreement. In addition, based on the right particular ROYALTY PRODUCT, LICENSEE shall pay to YALE a certain percentage of any SUBLICENSE to AFFILIATES REVENUE from sublicenses [***] executed between LICENSEE and third parties the right to make, use, offer for SALE, import, a THIRD PARTY [***] and SELL LICENSED PRODUCTS a certain percentage of any SUBLICENSE REVENUE from sublicenses [***] executed between LICENSEE and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will includea THIRD PARTY [***] as follows: (a) [***] PRODUCTS, the manufacture, use or sale of which would infringe a statement setting forth VALID CLAIM of one or more POOLED PATENTS [***] at the date upon which LICENSEE's exclusive rights, privileges, time of the execution of the sublicense between LICENSEE and license hereunder will expire;a THIRD PARTY: (i) [***] (ii) [***] (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable[***] PRODUCTS or [***] PRODUCTS, the United States Governmentmanufacture, use or sale of which would infringe a VALID CLAIM of one or more POOLED PATENTS [***] at the time of the execution of the sublicense between LICENSEE and a THIRD PARTY: [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (i) under this AGREEMENT other than those rights and obligations specified in Article 5 [***] (License Issue Feeii) and Paragraph 6.5 (minimum annual royalty);[***] (c) [***] PRODUCTS, [***], the manufacture, use or sale of which would infringe a provision requiring payment VALID CLAIM of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS one or more POOLED PATENTS, [***] at the rates time of the execution of the sublicense between LICENSEE and bases set forth in this AGREEMENT;a THIRD PARTY: (i) [***] (d) In the event that during the term of the Agreement, LICENSEE or its AFFILIATES are required to pay SUBLICENSE REVENUE for [***] PRODUCTS, and at least one of which is [***], or which are [***], the parties shall [***] PRODUCTS under this Article 4.3. (e) for the sake of clarity, it is understood that, in the event the ROYALTY PRODUCT that is the subject of the SUBLICENSE REVENUE paid to LICENSEE is [***] at the time the event occurs which triggers the obligation for the relevant THIRD PARTY to pay SUBLICENSE REVENUE to LICENSEE, then [***]. 4.4 LICENSEE agrees that it has sole responsibility to promptly: (a) provide YALE with a prohibition on the grant copy of further SUBLICENSES any amendments to sublicenses granted by LICENSEE under this Agreement and to notify YALE of termination of any sublicense; and (eb) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent provide copies of all other consideration, due to reports prepared by SUBLICENSEES for LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtyAgreement.

Sublicenses. 4.1 REGENTS also grants to LICENSEE The license under Section 3.1 includes the right to SUBLICENSE grant and authorize sublicenses through multiple tiers within the scope thereof to AFFILIATES and third parties Third Parties that ASLAN (or its Affiliate, as applicable), provided that: 3.2.1 ASLAN shall notify Array of the right to make, use, offer for SALE, importgrant of each sublicense within ten (10) days, and SELL LICENSED PRODUCTS with respect to each Sublicense granted, shall provide Array with a copy of the final executed Sublicense, which Sublicense may be redacted to protect confidential information of the Sublicensee or to redact information related to any product other than the Product (but shall be sufficient, after such redactions, for Array to determine the scope of the licenses and LICENSED SERVICESsublicenses granted to such Sublicensee with respect to the Product and for Array to determine all payments to be made to ASLAN with respect to the Product under such Sublicense); 3.2.2 ASLAN shall be responsible for the failure of any sublicensee to comply with, and ASLAN guarantees the compliance by each of its sublicensees with, the terms of this Agreement including all relevant restrictions, limitations and obligations; 3.2.3 ASLAN shall only grant Sublicenses to practice LICENSED METHODThird Parties it reasonably believes capable of and have resources for the development and/or commercialization, as applicable, of the Product within the territory contemplated by such sublicenses; and 3.2.4 prior to ASLAN’s payment of Installment 2 (as adjusted by any permitted discounts described in Section 5.1(a)(ii)), ASLAN shall not grant any sublicenses that would survive the termination of this Agreement, including without limitation any Sublicenses, without Array’s prior written consent, provided that LICENSEE has exclusive rights if ASLAN negotiates such a sublicense the terms of which are conditioned on the Sublicensee providing sufficient upfront payment to ASLAN to enable ASLAN to pay Installment 2 to Array in full, and ASLAN undertakes in writing to Array to make such payment of Installment 2 upon receipt of the upfront payment under such Sublicense, Array shall not withhold its consent under this AGREEMENT at the time of sublicensing. Every Section 3.2.4 to such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENTSublicense. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty

Sublicenses. 4.1 REGENTS also WFUHS hereby grants to LICENSEE the Company the exclusive right to SUBLICENSE grant exclusive or nonexclusive sublicenses to AFFILIATES third-party sublicensees with respect to all or any portion of the License granted to the Company hereunder. The Company will provide WFUHS a copy of any and third parties all sublicense agreements within sixty (60) days of execution. Unless WFUHS otherwise expressly consents in writing, no such sublicense shall release the right Company from its obligations hereunder. 4.2 For each sublicense granted by the Company hereunder with respect to makethe sale of Licensed Products that are not also VCU Covered Products (Licensed Products that are also VCU Covered Products being provided for in Section 4.3), usethe Company will pay to WFUHS the amounts provided below: 4.2.1 Royalties on the sale, offer for SALElease, importlicense or other transfer of Licensed Products that are not VCU Covered Products under a sublicense equal to the lesser of: (i) the royalty that WFUHS would have received from the Company under Section 3.2 if such Licensed Products had been sold, and SELL LICENSED PRODUCTS and LICENSED SERVICESlicensed, and to practice LICENSED METHODleased or otherwise transferred by the Company instead of the sublicensee or (ii) [********] of all royalties received by the Company under such sublicense on sales, leases, licenses or other transfers by such sublicensee; provided that LICENSEE has exclusive rights under no circumstances will WFUHS receive less under this AGREEMENT at Section 4.2.1 than the time royalty that WFUHS would have received from the Company under Section 3.2 if (A) such Licensed Product had been sold, licensed, leased or otherwise transferred by the Company instead of sublicensing. Every the sublicensee and (B) [********]. 4.2.2 If a sublicensee first reaches any milestone set forth in Section 3.3 before Company, then, for each milestone so reached by any such SUBLICENSE will includesublicensee, the Company shall pay to WFUHS the lesser of: (a1) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all amount of the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring milestone payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT;Section 3.3 as if Company had reached such milestone instead of the sublicensee; or (d2) the amount of consideration received by Company from the sublicensee specifically for reaching such milestone; provided that the amount payable in respect of such milestone under this Section 4.2.2 shall in no event be less than [********]. In the event that a prohibition payment is required under this Section 4.2.2 with respect to any milestone and such payment is made to WFUHS, no payment with respect to the achievement of the same such milestone by the Company shall be payable at any time under Section 3.3 or otherwise. 4.2.3 If in lieu of, or in addition to, a royalty on sales, licenses, leases, or other transfers of Licensed Products as provided for in Section 4.2.1, a sublicensee [********] (all of the foregoing, collectively, “Other Amounts”) in consideration of the sublicense, the Company shall pay to WFUHS an amount equal [********] of all such Other Amounts (including, without limitation [********]); provided that: (A) if, as of the date payment in respect of such Other Amount is to be made to WFUHS under Section 8.2, any royalties on the grant actual sale, lease, license or other transfer of further SUBLICENSES Licensed Products have previously been actually paid, or are then payable, to WFUHS under Section 4.2.1, then the maximum amount payable in respect of such Other Amount under this Section 4.2.3 shall be equal to [********]; and (eB) any milestone amounts paid by the Company to WFUHS under Section 4.2.2 or Section 4.3.2 shall be creditable against any amounts otherwise payable under this Section 4.2.3, and any amounts paid by the Company to WFUHS under this Section 4.2.3 shall be creditable against any milestone amounts otherwise subsequently due and payable to WFUHS under Section 4.2.2 or Section 4.3.2. For purposes of clarity: (Example 1) [********]; and (Example 2) [********]. To the extent the Company has fulfilled its obligations to WFUHS pursuant to this Section 4 and is not required to share the same with WFUHS pursuant to this Agreement, the Company shall be entitled to retain all Other Amounts without compensation to WFUHS. 4.3 For each sublicense granted by the Company hereunder with respect to Licensed Products that are also VCU Covered Products (Licensed Products that are not also VCU Covered Products being covered by Section 4.2), the Company will pay to WFUHS the amounts provided below: 4.3.1 Royalties on the sale, lease, license or other transfer of Licensed Products that are also VCU Covered Products under a sublicense equal to the lesser of: (i) the royalty that WFUHS would have received from the Company under Section 3.4 if the VCU Covered Product had been sold, licensed, leased or otherwise transferred by the Company instead of the sublicensee or (ii) [********] of all royalties received by the Company under such sublicense on sales, leases, licenses or other transfers by such sublicensee; provided that under no circumstances will WFUHS receive less under this Section 4.3.1 than the royalty that WFUHS would have received from the Company under Section 3.4 if (A) such VCU Covered Product had been sold, licensed, leased or otherwise transferred by the Company instead of the sublicensee and (B) [********]. 4.3.2 If a sublicensee first reaches any milestone set forth in Section 3.3 before Company, then, for each milestone so reached by any such sublicensee, Company shall pay to WFUHS the lesser of: (1) the amount of the milestone payment set forth in Section 3.3 as if Company had reached such milestone instead of the sublicensee; or (2) the amount of consideration received by Company from the sublicensee specifically for reaching such milestone; provided that the amount payable in respect of such milestone under this Section 4.3.2 shall in no event be less than [********]. In the event that a payment is required under this Section 4.3.2 with respect to any milestone and such payment is made to WFUHS, no payment with respect to the achievement of the same provision for indemnification such milestone by the Company shall be payable at any time under Section 3.3 or otherwise. 4.3.3 If in lieu of, or in addition to, a royalty on sales of REGENTS Licensed Products as has been provided for in this AGREEMENT. 4.2 LICENSEE will Section 4.3.1, a sublicensee pays or delivers Other Amounts to the Company in consideration of the sublicense, the Company shall pay to REGENTS percent ( %WFUHS an amount equal to [********] of all such Other Amounts (including, without limitation, [********]); provided that: (A) if, as of the date payment in respect of such Other Amount is to be made to WFUHS under Section 8.2, any cash considerationroyalties on the actual sale, lease, license or other transfer of Licensed Products have previously been actually paid, or are then payable, to WFUHS under Section 4.3.1, then the maximum amount payable in respect of such Other Amount under this Section 4.3.3 shall be equal to [********]; and (B) any milestone amounts paid by the Company to WFUHS under Section 4.2.2 or Section 4.3.2 shall be creditable against any amounts otherwise payable under this Section 4.3.3, and any amounts paid by the Company to WFUHS under this Section 4.3.3 shall be creditable against any milestone amounts otherwise subsequently due and payable to WFUHS under Section 4.2.2 or Section 4.3.2. For purposes of clarity: (Example 1) [********]; and (Example 2) [********]. To the cash equivalent of extent the Company has fulfilled its obligations to WFUHS pursuant to this Section 4 and is not required to share the same with WFUHS pursuant to this Agreement, the Company shall be entitled to retain all other consideration, due Other Amounts without compensation to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENTWFUHS. 4.4 AFFILIATES will have no licenses If a milestone payment or an “Other Amount” (such as an initial license fee) is received by Company and such milestone payment or “Other Amount” cannot be reasonably determined at the date of the applicable payment under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant Section 8.2 to this AGREEMENT. 4.5 For the purposes of this AGREEMENTbe with respect to Licensed Products that are not also VCU Covered Products or Licensed Products that are also VCU Covered Products, the operations of all SUBLICENSEES then such milestone payment or “Other Amount” shall be deemed to be for (i) Licensed Products that are also VCU Covered Products and therefore subject to Section 4.3.3 if both VCU Patents and any Patent Rights are licensed under the operations of LICENSEEsublicense to the sublicensee or (ii) Licensed Products that are not also VCU Covered Products and subject to Section 4.2.3 if any Patent Rights, for which LICENSEE shall be responsiblebut no VCU Patents, are licensed under the sublicense to the sublicensee. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES4.5 Unless otherwise agreed by WFUHS, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of the License granted to the Company by WFUHS under this AGREEMENT for any reason, Agreement will terminate all SUBLICENSES sublicenses that are may have been granted by LICENSEE pursuant the Company; provided, however, that any sublicensee who desires to this AGREEMENT where the SUBLICENSEE is continue its sublicense may so advise WFUHS in compliance with its SUBLICENSE AGREEMENT as of the date writing of such termination will remain in effect and will be assigned sublicensee’s desire to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond continue the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS sublicense within thirty (30) days from of the date sublicensee’s receipt of such written request. If notice of the request results in a SUBLICENSEtermination of the Company’s License and, then LICENSEE shall report it to REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE subject to the third partysublicensee’s agreement to assume relative to WFUHS all the payment and other obligations contained in this Agreement (or, then within thirtyas applicable, the sublicense agreement with the Company), WFUHS, in the exercise of reasonable discretion, may elect to continue the sublicense. 4.6 Any sublicense granted by the Company must contain provisions corresponding to those of Section 4.5 relative to termination and the conditions of continuance of any sublicenses.

Sublicenses. 4.1 REGENTS also grants to LICENSEE The license granted in Section 2.01 above shall include the right to SUBLICENSE grant written sublicenses through multiple tiers, subject to AFFILIATES UNIVERSITY’s prior written approval [**], UNIVERSITY will consider, among other things, whether the provisions of the proposed sublicense are consistent with and third parties similar to those required of LICENSEE by this AGREEMENT. All sublicenses must comply with the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will includefollowing: (a) LICENSEE shall deliver to UNIVERSITY a statement setting forth the date upon which true and correct copy of each fully executed sublicense granted by LICENSEE's exclusive rights, privileges, and license hereunder will expire;any modification or termination thereof, within [**] after execution, modification, or termination. (b) as applicable, all the rights of, and require the performance LICENSEE shall deliver to UNIVERSITY copies of all the obligations reports due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty);to LICENSEE from SUBLICENSEE within [**] receipt of such reports by LICENSEE. (c) a provision requiring payment LICENSEE shall, at such reasonable times as UNIVERSITY directs and at UNIVERSITY’s reasonable request, but in any event not more than [**], permit the inspection of royalties to LICENSEE in SUBLICENSEE’s records by UNIVERSITY’s auditors or an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at independent certified public accountant selected by UNIVERSITY under the rates and bases set forth in this AGREEMENT;terms of Section 4.05. (d) No sublicense shall relieve LICENSEE of its representations, warranties, or obligations under this AGREEMENT. LICENSEE shall be responsible to UNIVERSITY for the performance of its SUBLICENSEES under each sublicense agreement granting rights to any PATENT RIGHTS. LICENSEE hereby guarantees each SUBLICENSEE’s compliance with the terms and conditions of the license granted by UNIVERSITY under this AGREEMENT, including but not limited to the payment of all fees and royalties due under this AGREEMENT. (e) Any sublicense granted by LICENSEE to a prohibition on SUBLICENSEE shall incorporate all of the grant representations, warranties, terms, conditions, and obligations of further SUBLICENSES this AGREEMENT, which shall be binding upon each SUBLICENSEE as if such SUBLICENSEE were a party to this AGREEMENT. LICENSEE shall require that any sublicense agreement: (i) be consistent with the terms, conditions, covenants, warranties, representations, limitations, obligations, and duties of LICENSEE under this AGREEMENT; and (eii) contain express provisions under which the same provision for indemnification SUBLICENSEE expressly accepts duties and obligations at least equivalent to those accepted by the LICENSEE in the following sections of REGENTS as has been provided for this AGREEMENT: Section 2.04 (reserved rights), Section 2.05 (license to University), Section 2.07 (publication), Section 2.08 (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 7.04 (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) Without UNIVERSITY prior written consent, if any sublicense agreement granting any rights to the PATENT RIGHTS does not comport with above requirements in this AGREEMENTSection 2.03(e), then that agreement shall be invalid, unenforceable, and void. Notwithstanding any such UNIVERSITY prior written consent, in the event of any inconsistency between this AGREEMENT and any sublicense agreement, the terms and conditions of this AGREEMENT shall prevail. 4.2 LICENSEE will pay to REGENTS percent ( %(g) of Upon any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes termination of this AGREEMENT, the operations of all SUBLICENSEES SUBLICENSEE’s rights shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT also terminate except as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations Section 10.05 (assignment of REGENTS set forth in this AGREEMENTsublicenses). 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty

Sublicenses. 4.1 REGENTS also grants to LICENSEE Celgene and its Affiliates shall have the right to SUBLICENSE grant sublicenses under the rights licensed to AFFILIATES Celgene and third parties its Affiliates under Section 5.1 solely in accordance with this Section 5.2, as follows: 5.2.1 such Sublicense shall refer to this Agreement and shall be subordinate to and consistent with the right to make, use, offer for SALE, importterms and conditions of this Agreement and the Parent Licenses, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and shall not limit the ability of Celgene (individually or through the activities of its Sublicensee) to practice LICENSED METHOD, provided that LICENSEE has exclusive fully perform all of its obligations under this Agreement or GlobeImmune’s rights under this AGREEMENT at Agreement; 5.2.2 in such Sublicense, the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privilegesSublicensee shall agree to be subject to, and bound by, the terms and conditions of the Third Party license hereunder will expireagreement(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 by GlobeImmune under such Third Party license agreement; (b) 5.2.3 promptly after execution of the Sublicense, Celgene shall provide to GlobeImmune a summary of such Sublicense or, if required by the Parent Licenses, a copy of such Sublicense. Such Sublicense shall be treated as applicable, all the rights of, and require Celgene Confidential Information hereunder; 5.2.4 Celgene shall remain responsible for the performance of all this Agreement and the obligations due toperformance of its Sublicensees hereunder, REGENTS (and, if applicable, including the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEESpayments due, and deliver all making reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination keeping books and records, and shall cause such Sublicensee to enable Celgene to comply with the terms and conditions of this AGREEMENT Agreement; 5.2.5 except as otherwise provided in the Sublicense, if this Agreement terminates for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where any Sublicensee shall, from the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the effective date of such termination will remain termination, automatically become a direct licensee of GlobeImmune with respect to the rights licensed to Celgene hereunder and sublicensed to the Sublicensee by Celgene; provided, however, that such Sublicensee is not in effect breach of its Sublicense and will be assigned to REGENTS, except that REGENTS will not be bound continues to perform any duties thereunder; 5.2.6 Such Sublicensees shall have the right to grant further Sublicenses of same or obligations set forth lesser scope as its sublicense from Celgene and its Affiliates under the grants contained in any SUBLICENSEs Section 5.1 (the other party to such further sublicense also being a “Sublicensee”); provided that extend beyond such further sublicenses shall be in accordance with and subject to all of the duties terms and obligations conditions of REGENTS set forth this Section 5.2 and Section 5.4 (i.e., such initial Sublicensee shall 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 AGREEMENTdocument, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers 5.2.7 Celgene, and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTSany Sublicensee, as represented by the Office of Technology Licensingapplicable, shall give written notice to LICENSEEbear any and all sublicense fees payable in connection with the grant, except for: 1) information that is subject to restrictions by Celgene and such Sublicensee, respectively, of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS sublicense rights pursuant to Article 8. If LICENSEE elects not to develop [*] and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty[*].

Sublicenses. 4.1 REGENTS also grants to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtythirty (30) days after such refusal LICENSEE shall submit to REGENTS a report specifying the license terms proposed by the third party and a written justification for LICENSEE's refusal to grant the proposed SUBLICENSE. If REGENTS, at its sole discretion, determines that the terms of the SUBLICENSE proposed by the third party are reasonable under the totality of the circumstances, taking into account LICENSEE’s LICENSED PRODUCTS in development, then REGENTS shall have the right to grant to the third party a license to make, have made, use, SELL, offer for sale and import products for use in the LICENSED FIELD OF USE at substantially the same terms last proposed to LICENSEE by the third party providing royalty rates are at least equal to those paid by LICENSEE.

Sublicenses. 4.1 REGENTS also grants to LICENSEE 2.4.1 Licensee shall have the right to SUBLICENSE grant sublicenses of the Exclusive License through multiple tiers to AFFILIATES and third parties any Affiliate or any Third Party. For clarity, Licensee shall not have the right to makesublicense the Mersana Technology under the Exclusive License outside the scope of the Exclusive License granted herein. As a condition to granting any sublicense hereunder, useLicensee shall use Commercially Reasonable Efforts to require each Sublicensee to transfer or convey back to Licensee, offer for SALEwith the right to grant licenses through multiple tiers, importall Patent Rights and Know-How that (i)(A) if Controlled by Licensee, would be Licensee Technology or (B) if invented, conceived, or developed by Licensee, would be assigned to Mersana as Mersana Platform Technology under this Agreement, and SELL LICENSED PRODUCTS (ii) is invented, conceived, or developed by or on behalf of any such Sublicensee, whether alone or with Licensee or a Third Party under such sublicense; provided, however, if Licensee is unable after the use of Commercially Reasonable Efforts to require such Sublicensee to transfer or convey back such Patent Rights or Know-How, Licensee shall require such Sublicensee to license, with the right to grant sublicenses through multiple tiers, any such Patent Rights or Know-How that are related to the Manufacturing of Licensed Products or Components to Licensee with a scope at least as broad as the scope of the license grants in Sections 2.2.1 and LICENSED SERVICES2.3 in the case of the Patent Rights and Know-How described in subclause (A) above and Section 2.2.4 in the case of Patent Rights and Know-How described in subclause (B) above (on an exclusive or non-exclusive basis) and shall use Commercially Reasonable Efforts to obtain an exclusive grant of rights in such license. As a condition to granting any sublicense hereunder, Licensee shall require each Sublicensee to be bound to Sections 2.4, 2.8, 4.3, 4.7, 5.1, 5.2, 5.3, 7.6.3(a), 7.6.3(b)(8), 11.2, 13.5, 14.6.2(c), 14.6.2(d) and 14.6.2(i) and Article 10 of this Agreement. Licensee shall remain obligated for all of its obligations under this Agreement, to practice LICENSED METHODthe extent not satisfied by or on behalf of Licensee or any Sublicensee, provided and, as between the Parties, will remain liable for all acts or omissions of its Sublicensees under the Exclusive License. Licensee shall notify Mersana within a reasonable period after granting any sublicense under this Agreement to a Licensed Product to a Third Party other than a service provider. Licensee shall use Commercially Reasonable Efforts to obtain Control of any Regulatory Documentation generated by or owned by any such Sublicensee that LICENSEE has exclusive if Controlled by Licensee would be Developed Regulatory Documentation to the extent necessary for Licensee to grant to Mersana rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) Regulatory Documentation as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENTSection 2.5. 4.2 LICENSEE will pay 2.4.2 Licensee shall make all payments due to REGENTS percent ( %) Mersana pursuant to this Agreement by reason of achievement of any cash considerationfees, milestones and royalties set forth herein by any of its Sublicensees. 2.4.3 Mersana shall have the right to grant sublicenses through multiple tiers of the license granted to Mersana pursuant to Section 2.3 to any Affiliate or any Third Party. For clarity, Mersana shall not have the right to sublicense the Licensee Technology licensed pursuant to Section 2.3 outside the scope of the license granted therein. As a condition to granting any sublicense hereunder or any license with regard to a Licensed Product in the Mersana Territory, Mersana shall use Commercially Reasonable Efforts to require each Sublicensee or each licensee under such a license to transfer or convey back to Mersana, with the right to grant licenses through multiple tiers, all Patent Rights and Know-How that, (i) if Controlled by Mersana, would be Mersana Technology, and (ii) is invented, conceived, or developed by or on behalf of any such Sublicensee or licensee, whether alone or with Mersana or a Third Party under such sublicense or license; provided, however, if Mersana is unable after the use of Commercially Reasonable Efforts to require such Sublicensee or licensee to transfer or convey back such Patent Rights or Know-How, Mersana shall require such Sublicensee to license, with the right to grant sublicenses through multiple tiers, any such Patent Rights or Know-How that are related to the Manufacturing of Licensed Products or Components to Mersana with a scope at least as broad as the scope of the cash equivalent of all other consideration, due license grant in Section 2.1 (on an exclusive or non-exclusive basis) and shall use Commercially Reasonable Efforts to LICENSEE for the obtain an exclusive grant of rights in such license. As a condition to granting any sublicense hereunder or any license with regard to a Licensed Product in the Mersana Territory, Mersana shall require each Sublicensee or each licensee under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish such a license to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform Sections 2.4, 2.8 (only in the case of Sublicensee and not a licensee), 4.3, 4.7, 5.1, 5.2, 5.3, 7.6.3(a), 7.6.3(b)(8), 11.2 and 13.5 and Article 10 of this Agreement. Mersana shall remain obligated for all of its obligations under this Agreement, to the extent not satisfied by or on behalf of Mersana or any duties Sublicensee or obligations licensee, and, as between the Parties, will remain liable for all acts or omissions of its Sublicensees under Section 2.3. Mersana shall notify Licensee within a reasonable period after granting any sublicense under this Agreement to a Licensed Product or any license with regard to a Licensed Product in the Mersana Territory to a Third Party other than a service provider. Mersana shall use Commercially Reasonable Efforts to obtain Control of any Regulatory Documentation generated by or owned by any such Sublicensee or licensee that if Controlled by Mersana would be Developed Regulatory Documentation to the extent necessary for Mersana to grant to Licensee rights under such Regulatory Documentation as set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENTSection 2.5. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty

Sublicenses. 4.1 REGENTS also grants to LICENSEE Licensee shall have the right to SUBLICENSE grant sublicenses of its rights under Section 2.1 to AFFILIATES use, research & develop the Licensed Patent Rights and third parties Licensed Know-How and to develop, make, have made, use, sell, offer to sell, lease, and export Licensed Products in the Field in the Territory only during the Term, subject to the terms of this Section 2.3. Any sublicense is to be granted pursuant to a written agreement which has been approved in advance and in writing by Licensor (so as to make sure that the Licensor’s rights under such agreement are maintained and that the sublicensee is not unreasonable based on the following indicators; (i) sublicensee is in legal proceeding against Licensor, (ii) sublicensee has equity less than US$5 million (as reflected in such Buyer’s most recent audited financial statements or other applicable financial reports of the Buyer to the extent the buyer is not required to have audited financial statements and financial statements are not available) all as to be determined by Licensor in its reasonable discretion), which such approval shall not be unreasonably withheld, with the terms of such sublicense agreement consistent with the terms of this Agreement and containing the following terms and conditions: 2.3.1. the sublicense agreement shall terminate automatically upon the termination of the license hereunder for any reason; provided that if the Sublicensee is not then in breach of its sublicense agreement with Licensee such that Licensee would have the right to maketerminate such sublicense, usesuch Sublicensee shall have the right to seek a license from Licensor; 2.3.2. the Sublicensee shall be bound by provisions substantially similar to those in Section 14 below relating to confidentiality binding Licensee; 2.3.3. all terms necessary to enable performance by Licensee of its obligations hereunder, offer for SALEincluding with respect to reporting and audit rights; 2.3.4. the sublicense shall not be assignable, importotherwise transferable or further sublicensable, other than with Licensor’s prior written consent; 2.3.5. any act or omission by the Sublicensee which would have constituted a breach of this Agreement by Licensee had it been the act or omission of Licensee and which is not cured within the applicable cure period, shall constitute a breach of the sublicense agreement with Licensee entitling Licensee to terminate the sublicense, and SELL LICENSED PRODUCTS and LICENSED SERVICESLicensee hereby undertakes to inform Licensor forthwith upon receipt of knowledge by Licensee of such breach and, at the request of Licensor, and at Licensee’s cost and expense, to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time exercise such right of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES termination; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS 2.3.6. Licensee shall provide Licensor with a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENTsigned sublicense agreement and all amendments thereto, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as within 14 days of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENTsignature thereof. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty

Sublicenses. 4.1 REGENTS Licensee shall also grants to LICENSEE have the right to SUBLICENSE grant to AFFILIATES and third parties its Subsidiaries or other sublicensees, exclusive or non-exclusive sublicenses under the right to makeLicense during the License Period; provided, use, offer for SALE, importhowever, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will includeLicensee agrees that: (a) a statement setting forth the date upon which LICENSEE's exclusive rightsterms and conditions of each sublicense shall be consistent with the terms and conditions of this Agreement and shall contain, privilegesamong other things (by way of example but not limitation), provisions substantially similar to and license hereunder will expire;consistent with: the "Gross Sales" definition; Article III (providing, among other things, that royalties shall be paid to Licensee in amounts at least equal to those of Article III hereof, so that Licensee may in turn pay those royalties to Tufts); Article V; Section 7.1 (so that no representations or warranties inconsistent with that Article shall be extended to or by any sublicensee); Article IX, but the sublicense must terminate not later than the end of the License Period, or earlier if the License terminates earlier for any reason; Article XI; and Article XII. (b) as applicableeach sublicense shall provide that the obligations to Tufts of Sections 3.8, all the rights of3.9, 3.10, 7.1, 8.1, 8.5, and require 9.2, and Articles V, XI, and XII of this Agreement shall be binding on the performance of all sublicensee and be enforceable both by Tufts and the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty);Licensee. (c) if a provision requiring payment proposed sublicensee is either (i) a Subsidiary or (ii) a company engaged in the development, manufacture or distribution of royalties to LICENSEE health care products with a net worth or market capitalization of at least $50 million, no approval of Tufts shall be required for the proposed sublicense: in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at all other cases, the rates and bases set forth in this AGREEMENTsublicense may not be granted without Tufts' prior written approval (which may not be unreasonably withheld or delayed); (d) Licensee shall furnish to Tufts a prohibition on true and complete copy of each sublicense agreement and each amendment thereto, promptly after the grant sublicense or amendment has been agreed upon; (e) no Subsidiary or other sublicensee shall have the right to further license, sublicense, or assign its rights without the prior approval of further SUBLICENSES Licensee; and (ef) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) no sublicense shall relieve Licensee of any cash considerationof its obligations hereunder, and of the cash equivalent of all other consideration, due to LICENSEE Licensee shall be responsible for the grant acts or omissions of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder its Subsidiaries and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted sublicensees and for compliance by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEESthem with their obligations, and deliver Licensee shall take all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES steps necessary to enforce that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent required to allow Licensee to fully comply with all of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE obligations under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtyagreement.

Sublicenses. 4.1 REGENTS also grants to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: (a) Subject to the terms and conditions of this Agreement (including Section 3.1(b)), CPS may sublicense to a statement setting Third Party (each such party holding a sublicense under this Agreement, a “Sublicensee”) CPS’ rights under the 2 Blades. Licensed Patents to use and sell Licensed Plant Products of Licensed Crops that have been generated by or on behalf of CPS as breeding material or reproductive seed or other Plant material to further develop such Licensed Plant Products for planting as commercial crops and preparing derivatives therefrom in the Licensed Field in the Territory. Notwithstanding the foregoing or anything to the contrary in this Agreement, CPS shall not (except as set forth in Section 2.2(d)) sublicense CPS’ rights under the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire;2 Blades Licensed Patents to produce or modify any Plant or Plant materials through application or use of a TAL Nuclease or through a TAL Nuclease Activity. (b) as applicableSubject to the terms and conditions of this Agreement, all the rights of, and require the performance of all the obligations due to, REGENTS 2 Blades may sublicense to a Third Party (and, if applicable, the United States Government) each such party holding a sublicense under this AGREEMENT Agreement, also a “Sublicensee”) 2 Blades’ rights under the CPS Licensed Patents to use and sell Licensed Plant Products that have been generated by or on behalf of 2 Blades as breeding material or reproductive seed or other than those rights Plant material to further develop such Licensed Plant Products for planting as commercial crops and obligations specified preparing derivatives therefrom in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty);the Licensed Field for any Non-Profit Activity or in the 2 Blades Commercial Licensed Field for any Other Activity, in each case in the Territory. (c) Subject to the terms and conditions of this Agreement, 2 Blades may sublicense to a provision requiring payment Third Party (each such party holding under this Agreement, also a “Sublicensee”) 2 Blades’ rights under the CPS Licensed Patents to produce or modify any Plant or Plant materials through application or use of royalties to LICENSEE a TAL Nuclease or through a TAL Nuclease Activity (i) in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision Licensed Field for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash considerationNon-Profit Activity, and (ii) in the 2 Blades Commercial Licensed Field for any Other Activity, except (in the case of such Other Activities) to [*****]; in each Initials Two Blades Foundation: 9 Initials Cellectis Plant Sciences, Inc.: Confidential Execution Copy CPS-14033 case solely in connection with 2 Blades’ licenses under 2 Blades Licensed Patents. For clarity but without limitation, the cash equivalent of all other considerationforegoing includes the right to grant sublicenses through multiple tiers to bona-fide, due to LICENSEE not-for-profit organizations that work for the grant benefit of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS Subsistence Farmers for use in Subsistence Farming in Developing Countries. Upon the new application, REGENTS may seek (a) third party(ies) execution of a sublicense to develop and commercialize the proposed LICENSED PRODUCTS a not-for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE profit organization under this AGREEMENTSection 2.3(c), then LICENSEE 2 Blades and CPS shall report issue a press release announcing the request execution of such sublicense and CPS’ contribution to REGENTS such sublicense within thirty (30) days from after the date execution thereof. (d) Each Party shall engage each Sublicensee solely pursuant to a written agreement containing provisions consistent with the terms and conditions of this Agreement (a copy of which shall be provided to the other Party within thirty (30) days of execution, with provisions unrelated to this Agreement or the rights granted hereunder redacted), and such Sublicensee shall abide by all obligations of such written requestParty hereunder as if it were a party to this Agreement. If Notwithstanding the request results in a SUBLICENSEforegoing, then LICENSEE shall report it to REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses for sublicenses granted by either Party under this Section 2.3, Sublicensees are not required to grant a SUBLICENSE any licenses to, make any payments, notifications or reports to, submit to audits by, or indemnify the third party, then within thirtyother Party. Each Party shall promptly notify the other Party in writing of entering into any such sublicense agreement and ensure that each Sublicensee complies with and fulfills all of such obligations. Each Party shall be entirely responsible and liable for any acts or omissions of its Sublicensees under any sublicenses granted by it hereunder.

Sublicenses. 4.1 REGENTS 7.1 LICENSEE may sublicense the LICENSE, any license obtained by LICENSEE pursuant to the OPTION, and other rights granted to it under this Agreement without the prior written consent of YALE. The provisions of Articles 7.2, 7.3 and 7.4 shall apply to any such sublicenses. 7.2 Any sublicense granted by LICENSEE shall include such provisions as are needed to enable LICENSEE to comply with this Agreement. LICENSEE will provide YALE with a copy of each sublicense agreement (and all amendments thereof) promptly after execution. LICENSEE shall also grants 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 any royalties or other payments provided for hereunder, regardless of whether the terms of any sublicense provide for such amounts to be paid by the SUBLICENSEE directly to YALE. A breach of this provision shall constitute a material breach that is subject to Article 13.1(b). 7.3 LICENSEE shall pay royalties to YALE on NET SALES of SUBLICENSEES based on the same royalty rate as apply to NET SALES by LICENSEE and its AFFILIATES, regardless of the royalty rates payable by SUBLICENSEES to LICENSEE the right under a sublicense agreement. In addition, LICENSEE shall pay to YALE [***] Per Cent ([***]%) of any SUBLICENSE INCOME. 7.4 LICENSEE agrees that it has sole responsibility to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will includepromptly: (a) provide YALE with a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, copy of any amendments to sublicenses granted by LICENSEE under this Agreement and license hereunder will expire;to notify YALE of termination of any sublicense; and (b) as applicable, summarize all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties reports provided to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice necessary to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality comply with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty9.

Sublicenses. 4.1 REGENTS also grants to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, may grant sublicenses hereunder provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will includethat: (a) a statement setting forth all sublicenses are subject to and consistent with the date upon which LICENSEE's exclusive rights, privileges, terms and license hereunder will expireconditions of this Agreement; (b) as applicable, all the rights ofno sublicense shall relieve LICENSEE of any of its obligations hereunder, and require LICENSEE shall be responsible for the performance acts or omissions of its Sublicensees and for compliance by them with their obligations, and LICENSEE shall take all reasonable steps necessary to enforce that compliance to the extent required to allow LICENSEE to fully comply with all of its obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty)Agreement; (c) a provision requiring payment each sublicense provides that: (i) except as otherwise permitted under (iii) below, the sublicense may not be sublicensed or assigned to another party without the prior approval of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty TUFTS; (ii) the obligations to REGENTS at TUFTS under Sections 3.6, 3.7, 3.8, 3.9, 5.8, 5.9, 5.10, 8.1, 9.2, 11, and 12.3 will be binding on the rates Sublicensee and bases set forth be enforceable both by TUFTS and LICENSEE; and (iii) in the event of the license from TUFTS to the LICENSEE terminating or becoming non-exclusive, each sublicense shall be bound directly to TUFTS under the terms of this AGREEMENTAgreement to the extent applicable (e.g., if there is a limited field sublicense by the LICENSEE then the applicable Sublicensee would only have a direct license from TUFTS for such limited field; (d) LICENSEE furnishes to TUFTS a prohibition on true and complete copy of each sublicense agreement and each amendment thereto, within thirty (30) days after the grant of further SUBLICENSES sublicense or amendment has been executed; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 no sublicense relieves LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of its obligations under this Agreement. If LICENSEE is unable or unwilling to serve or develop a potential market or market territory in the cash equivalent of all other consideration, due to LICENSEE for Field in the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, Territory for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE there is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice willing to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new applicationso, LICENSEE shall submit progress reports will consider in good faith a request by TUFTS to REGENTS pursuant negotiate in good faith a sublicense hereunder to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a such third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty.

Sublicenses. 4.1 REGENTS also grants to 13.1 LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right may grant sublicenses to make, have made, use, offer for SALEsale, importsell, have sold or offered for sale, and SELL LICENSED PRODUCTS and LICENSED SERVICESimport 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, and to practice LICENSED METHODLICENSEE will, provided that at STANFORD’s request, negotiate in good faith a sublicense for such market or potential market hereunder. 13.3 Any sublicenses granted by LICENSEE has exclusive rights under this AGREEMENT at the time Agreement shall be subject and subordinate to terms and conditions of sublicensing. Every such SUBLICENSE will includethis Agreement, except that: (a) Any sublicensee that is not an Affiliate of LICENSEE may not grant further sublicenses without STANFORD’s prior written consent, which shall not be unreasonably withheld or delayed, except that such consent shall not be required with respect to sublicenses to a statement setting forth sublicensee’s Affiliates or sublicensess solely to exercise the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire;sublicensee’s rights to have Licensed Products made or have Licensed Products sold or offered for sale; and (b) as applicableThe earned royalty rate specified in the sublicenses may be at higher rates than the rates in this Agreement (in which event any excess shall be retained by LICENSEE). 13.4 Any such sublicenses also shall expressly include provisions substantially similar to Articles 7, all 8 and 9 for the rights ofbenefit of STANFORD. In addition, any such sublicenses shall survive and require provide for the performance transfer of all obligations, including the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties specified in such sublicenses, to STANFORD or its designee, in the event that this Agreement is terminated. 13.5 LICENSEE in an amount sufficient agrees to permit provide STANFORD a copy of any sublicense granted pursuant to this Article 13. 13.6 LICENSEE shall pay to meet its royalty obligations STANFORD ***** of all sublicensing income, except earned royalties on sublicensees' Net Sales, which LICENSEE acknowledges are subject to REGENTS at Section 6.3, and any milestone payment received by LICENSEE upon ***** which LICENSEE pays STANFORD the rates and bases milestone payment set forth in this AGREEMENT; (dSection 6.7(a) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENTabove. 4.2 13.7 LICENSEE will pay to REGENTS percent ( %) of any may grant royalty-free or non-cash consideration, and of the cash equivalent of sublicenses or cross-licenses provided LICENSEE pays all other consideration, royalties due to LICENSEE for the grant of rights under each SUBLICENSESTANFORD from sublicensees' Net Sales. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty

Sublicenses. 4.1 REGENTS also grants to LICENSEE the right to SUBLICENSE sublicense to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHODMETHODS, provided that LICENSEE has exclusive rights under this AGREEMENT Agreement at the time of sublicensing. LICENSEE will notify REGENTS of each sublicense granted hereunder and furnish to REGENTS a copy of each such sublicense agreement, which shall be treated as confidential information of LICENSEE. Every such SUBLICENSE sublicense will include: (a) a statement setting forth the date upon term after which LICENSEE's ’s exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT Agreement, other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 Article 6 (minimum annual royaltyRoyalties); (c) a provision requiring payment of royalties to , for which LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES shall remain responsible; and (ec) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENTAgreement. 4.2 To the extent permitted under the sublicense agreement, a sublicensee shall have the right to grant further sublicenses to its AFFILIATE and third parties to the extent such sublicensee deems such further sublicense to be commercially reasonable, useful or necessary for the development and/or commercialization of LICENSED PRODUCT(S) or LICENSED METHOD(S) in accordance with this Agreement; provided that (i) such further sublicense is subject to a written sublicense agreement and is bound by all of the applicable terms, conditions, 4D Molecular Therapeutics LLC Exclusive License obligations, restrictions and other covenants of this Agreement that protect or benefit the REGENTS’ (and, if applicable, the U.S. Government’s) rights and interests under this Agreement, and (ii) the sublicensee shall, within [***] ([***]) days after issuing any further sublicense, furnish to LICENSEE for delivery to REGENTS, subject to any confidentiality provisions with third parties, all material terms of any such sublicenses, pertaining to the REGENTS’ interests, including the sublicensee’s name and address, and indemnification of REGENTS as provided in this Agreement. 4.3 LICENSEE will pay to REGENTS (i) [***] percent ( ([***]%) of any cash considerationNON-ROYALTY SUBLICENSE REVENUE and (ii) [***] percent ([***]%) of EARNED ROYALTY SUBLICENSE REVENUE, and of provided that in no event will the cash equivalent of all other consideration, EARNED ROYALTY SUBLICENSE REVENUE due to REGENTS on sales of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHODS by a sublicensee be less than [***] percent ([***]%) of net sales of such sublicensee (which for purposes of this Paragraph 4.3 shall be calculated as though such sublicensee were LICENSEE under Paragraph 2.6. (a) In the event LICENSEE sublicenses the REGENTS’ PATENT RIGHTS along with its own patent rights or those of other third parties, LICENSEE may reasonably determine in good faith the percentage of compensation received under such sublicense that represents consideration due for the grant of the rights under each SUBLICENSEthe REGENTS’ PATENT RIGHTS, which percentage will be based upon the value of the REGENTS’ PATENT RIGHTS licensed to the sublicensee relative to the value of LICENSEE’s own patent rights or the other third party patent rights licensed to the sublicensee. When making payment under this Paragraph 4.3(a), LICENSEE shall provide REGENTS with all supporting information and documentation used to determine any such percentage (or shall reference previously provided supporting information and documentation). Notwithstanding the foregoing, in no case will LICENSEE be permitted to reduce the compensation to REGENTS under this Paragraph 4.3(a) in connection with LICENSEE’s own patent rights or those of third parties by more than [***] percent ([***]%). 4.3 (b) If the consideration received is equity and approval to accept equity is granted by REGENTS, then the LICENSEE will notify REGENTS transfer [***] percent ([***]%) of each SUBLICENSE granted hereunder and furnish the equity LICENSEE receives to REGENTS a copy or REGENTS’ nominee. REGENTS will promptly notify the LICENSEE upon REGENTS’ Office of each such the President’s approval for the equity. If equity is not accepted, then the LICENSEE will pay REGENTS’ portion in cash once the equity is liquidated. (c) LICENSEE shall not be required to pay REGENTS more than [***] percent ([***]%) of NON-ROYALTY SUBLICENSE REVENUE and [***] percent ([***]%) of EARNED ROYALTY SUBLICENSE REVENUE even if LICENSEE sublicenses the REGENTS’ PATENT RIGHTS under 4D Molecular Therapeutics LLC Exclusive License this Agreement and the patent rights under the OTHER LICENSE AGREEMENT. All amounts paid under this Paragraph 4.3 shall be credited against amounts due for the same LICENSED PRODUCT, LICENSED METHOD or LICENSED SERVICE under Paragraph 4.3 of the OTHER LICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE sublicense pursuant to this AGREEMENTAgreement. 4.5 For the purposes of this AGREEMENTAgreement, the operations activities of all SUBLICENSEES sublicensees pursuant to any sublicense shall be deemed to be the operations activities of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEESsublicensees, and deliver all reports due REGENTS and received from SUBLICENSEESsublicensees. 4.7 Upon termination of this AGREEMENT Agreement for any reason, all SUBLICENSES sublicenses that are granted by LICENSEE pursuant to this AGREEMENT Agreement, where the SUBLICENSEE sublicensee is in compliance with its SUBLICENSE AGREEMENT sublicense agreement as of the date of such termination termination, will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs sublicenses that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENTAgreement. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) discovers, or a third party discovers and notifies that licensing professional professional, that the INVENTION is useful [***] for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: (1) information that is subject to restrictions of confidentiality with third parties, and (2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. REGENTS shall endeavor to provide to LICENSEE, at a minimum, a description of the nature and scope of the proposed sublicense sufficient for LICENSEE to evaluate its desire to develop and commercialize products for the relevant application as provided in this Paragraph 4.8. LICENSEE shall have ninety [***] (90[***]) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the such application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new such application, LICENSEE shall submit progress reports with respect thereto to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.34D Molecular Therapeutics LLC Exclusive License 1. If LICENSEE refuses to grant a SUBLICENSE sublicense to the such third party, then within thirty[***] ([***]) days after such refusal, LICENSEE shall submit to REGENTS a report specifying the license terms proposed by the third party and a written justification for LICENSEE’s refusal to grant the proposed sublicense. If REGENTS, [***], determines that [***], then REGENTS shall [***], provided that [***].

Sublicenses. 4.1 REGENTS also grants to LICENSEE the right to SUBLICENSE sublicense to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHODMETHODS, provided that LICENSEE has exclusive rights under this AGREEMENT Agreement at the time of sublicensing. LICENSEE will notify REGENTS of each sublicense granted hereunder and furnish to REGENTS a copy of each such sublicense agreement, which shall be treated as confidential information of LICENSEE. Every such SUBLICENSE sublicense will include:: 4D Molecular Therapeutics LLC Exclusive License (a) a statement setting forth the date upon term after which LICENSEE's ’s exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT Agreement, other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 Article 6 (minimum annual royaltyRoyalties); (c) a provision requiring payment of royalties to , for which LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES shall remain responsible; and (ec) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENTAgreement. 4.2 To the extent permitted under the sublicense agreement, a sublicensee shall have the right to grant further sublicenses to its AFFILIATE and third parties to the extent such sublicensee deems such further sublicense to be commercially reasonable, useful or necessary for the development and/or commercialization of LICENSED PRODUCT(S) or LICENSED METHOD(S) in accordance with this Agreement; provided that (i) such further sublicense is subject to a written sublicense agreement and is bound by all of the applicable terms, conditions, obligations, restrictions and other covenants of this Agreement that protect or benefit the REGENTS’ rights and interests under this Agreement, and (ii) the sublicensee shall, within [***] ([***]) days after issuing any further sublicense, furnish to LICENSEE for delivery to REGENTS, subject to any confidentiality provisions with third parties, all material terms of any such sublicenses, pertaining to the REGENTS’ interests, including the sublicensee’s name and address, and indemnification of REGENTS as provided in this Agreement. 4.3 LICENSEE will pay to REGENTS (i) [***] percent ( ([***]%) of any cash considerationNON-ROYALTY SUBLICENSE REVENUE and (ii) [***] percent ([***]%) of EARNED ROYALTY SUBLICENSE REVENUE, and of provided that in no event will the cash equivalent of all other consideration, EARNED ROYALTY SUBLICENSE REVENUE due to REGENTS on sales of LICENSED PRODUCTS, LICENSED SERVICES and LICENSED METHODS by a sublicensee be less than [***] percent ([***]%) of net sales of such sublicensee (which for purposes of this Paragraph 4.3 shall be calculated as though such sublicensee were LICENSEE under Paragraph 2.6. (a) In the event LICENSEE sublicenses the PATENT RIGHTS along with its own patent rights or those of other third parties, LICENSEE may reasonably determine in good faith the percentage of compensation received under such sublicense that represents consideration due for the grant of the rights under each SUBLICENSEthe PATENT RIGHTS, which percentage will be based upon the value of the PATENT RIGHTS licensed to the sublicensee relative to the value of LICENSEE’s own patent rights or the other third party patent rights licensed to the sublicensee. When making payment under this Paragraph 4.3(a), LICENSEE shall provide REGENTS with all supporting information and documentation used to determine any such percentage (or shall reference previously provided supporting information and documentation). 4D Molecular Therapeutics LLC Exclusive License Notwithstanding the foregoing, in no case will LICENSEE be permitted to reduce the compensation to REGENTS under this Paragraph 4.3(a) in connection with LICENSEE’s own patent rights or those of third parties by more than [***] percent ([***]%). 4.3 (b) If the consideration received is equity and approval to accept equity is granted by REGENTS, then the LICENSEE will notify REGENTS transfer [***] percent ([***]%) of each SUBLICENSE granted hereunder and furnish the equity LICENSEE receives to REGENTS a copy or REGENTS’ nominee. REGENTS will promptly notify the LICENSEE upon REGENTS’ Office of each such the President’s approval for the equity. If equity is not accepted, then the LICENSEE will pay REGENTS’ portion in cash once the equity is liquidated. (c) LICENSEE shall not be required to pay REGENTS more than [***] percent ([***]%) of NON-ROYALTY SUBLICENSE REVENUE and [***] percent ([***]%) of EARNED ROYALTY SUBLICENSE REVENUE even if LICENSEE sublicenses the PATENT RIGHTS under this Agreement and the patent rights under the OTHER LICENSE AGREEMENT. All amounts paid under this Paragraph 4.3 shall be credited against amounts due for the same LICENSED PRODUCT, LICENSED METHOD or LICENSED SERVICE under Paragraph 4.3 of the OTHER LICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE sublicense pursuant to this AGREEMENTAgreement. 4.5 For the purposes of this AGREEMENTAgreement, the operations activities of all SUBLICENSEES sublicensees pursuant to any sublicense shall be deemed to be the operations activities of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEESsublicensees, and deliver all reports due REGENTS and received from SUBLICENSEESsublicensees. 4.7 Upon termination of this AGREEMENT Agreement for any reason, all SUBLICENSES sublicenses that are granted by LICENSEE pursuant to this AGREEMENT Agreement, where the SUBLICENSEE sublicensee is in compliance with its SUBLICENSE AGREEMENT sublicense agreement as of the date of such termination termination, will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs sublicenses that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENTAgreement. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) discovers, or a third party discovers and notifies that licensing professional professional, that the INVENTION is useful [***] for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology 4D Molecular Therapeutics LLC Exclusive License Licensing, shall give written notice to LICENSEE, except for: (1) information that is subject to restrictions of confidentiality with third parties, and (2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. REGENTS shall endeavor to provide to LICENSEE, at a minimum, a description of the nature and scope of the proposed sublicense sufficient for LICENSEE to evaluate its desire to develop and commercialize products for the relevant application as provided in this Paragraph 4.8. LICENSEE shall have ninety [***] (90[***]) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the such application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new such application, LICENSEE shall submit progress reports with respect thereto to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new such application, REGENTS may seek (a) a third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new such application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE sublicense under this AGREEMENTAgreement for such application, then LICENSEE shall report the request to REGENTS within thirty [***] (30[***]) days from the date of such written request. If the request results in a SUBLICENSEsublicense, then LICENSEE shall report it to notify REGENTS pursuant to Paragraph 4.34.1. If LICENSEE refuses to grant a SUBLICENSE sublicense to the such third party, then within thirty[***] ([***]) days after such refusal, LICENSEE shall submit to REGENTS a report specifying the license terms proposed by the third party and a written justification for LICENSEE’s refusal to grant the proposed sublicense. If REGENTS, [***], determines that [***], then REGENTS shall [***], provided that [***].

Sublicenses. 4.1 REGENTS also grants to LICENSEE POINT shall have the right to SUBLICENSE grant sublicenses under the rights licensed to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights POINT under Sections 2.1(a) solely in accordance with this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will includeSection 2.2 as follows: (a) a statement setting forth subject to the date upon which LICENSEE's exclusive rightsLicensor’s prior review and written response, privilegesnot to be unreasonably delayed, for use and license hereunder will expiredistribution of the Product in the Field within the Territory; (b) as applicable, all such sublicense shall refer to this Agreement and shall be subordinate to and consistent with the rights ofterms and conditions of this Agreement, and require shall not limit the performance ability of POINT (individually or through the activities of its Affiliates and Sublicensees) to fully perform all the of its obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those Agreement or the Licensor’s rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty)under this Agreement; (c) in such sublicense, the Sublicensee shall agree to be subject to, and bound by any relevant terms and conditions of this Agreement mutatis mutandis, including: (i) confidentiality obligations substantially equivalent to those imposed on POINT hereunder; (ii) termination rights in favour of Licensor substantially similar to those in Section 15.3 and 15.4; (iii) a provision requiring payment of royalties to LICENSEE in an amount sufficient right-to-audit clause to permit LICENSEE POINT to meet audit the facilities and records of each Sublicensee, and Licensor shall have a right to review such audits performed by POINT as they pertain to use and distribution of the Product in the Field in the Territory; (iv) reporting obligations requiring the Sublicensee to make reports to POINT, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by the Licensor’s independent accountant to the same extent required from POINT pursuant to Section 9; [***] = Indicates confidential information omitted from the exhibit. (v) obligations requiring its royalty employees, contractors and agents to grant Licensor all rights in and to any Improvements and any other obligations that might be required to REGENTS at protect the rates and bases set forth Licensed Technology or the Licensor’s rights under this Agreement; and (vi) POINT shall include a third party beneficiary clause for Licensor’s benefit in this AGREEMENTSublicensee agreements; (d) a prohibition on POINT shall inform the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for Licensor in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS writing within thirty (30) days from after the date execution and delivery by POINT of such written request. If the request results in any sublicense and shall provide a SUBLICENSE, then LICENSEE shall report it to REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE copy to the third partyLicensor. POINT reserves the right to redact such agreement if other assets than the Product are included, then within thirtywithout removing any provisions relevant to the sublicensing of the Product. (e) POINT shall be responsible for performing all of its obligations set forth in this Agreement, without regard to whether it has granted any sublicense under this Section 2.2; and (f) such sublicenses shall expressly prohibit the granting of further right of a sub-sub-license.

Sublicenses. 4.1 REGENTS also grants to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES SUBLICENSES; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty

Sublicenses. 4.1 REGENTS also grants to LICENSEE From the Effective Date, Processa shall have the right to SUBLICENSE grant sublicenses under the licenses to AFFILIATES Ocuphire Intellectual Property and third parties Ocuphire’s interest in the right Joint Intellectual Property granted to makeProcessa under Section 2.1(a) to its Affiliates and to Third Parties; provided that Ocuphire provides its prior written consent to such sublicense, usesuch consent not to be unreasonably withheld, offer conditioned or delayed, except that a sublicense to an Affiliate shall not require Ocuphire’s consent for SALEso long as such Affiliate remains an Affiliate of Processa; provided, importfurther, that any such sublicense shall be consistent with, and SELL LICENSED PRODUCTS subject to, all applicable terms and LICENSED SERVICESconditions of this Agreement, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and require Processa shall remain responsible for the performance of all the its obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than Agreement, regardless of whether Processa may have delegated those obligations to its Sublicensee or Affiliate. Each agreement with each Sublicensee must include grants of rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE enable Processa to meet its royalty obligations to REGENTS at grant substantially the rates and bases rights set forth in this AGREEMENT; Sections 11.7(c) through 11.7(e) with respect to (di) a prohibition on all Know-How and Patent Rights (including all applicable pre-clinical and clinical data, including pharmacology and biology data; Manufacturing documents and materials; and Manufacturing technologies) Controlled by such Sublicensee during the grant of further SUBLICENSES ; and (e) Term and used by such Sublicensee in the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) Development, Manufacture or Commercialization of any cash considerationCompound or Product (collectively, “Sublicensee Intellectual Property”); (ii) all filings with Regulatory Authorities in the Territory relating to Compounds and of the cash equivalent of Products and Regulatory Approvals relating to Compounds and Products held by such Sublicensee, including related correspondence with Regulatory Authorities; (iii) all other consideration, due Manufacturing agreements to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS which such Sublicensee is a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES party that are granted by LICENSEE pursuant related to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT Compounds or Products; (iv) all of such Sublicensee’s inventory of Compounds and Products existing as of the date of applicable date; and (v) all trademarks owned by such termination will remain Sublicensee and used solely in effect and will be assigned to REGENTSconnection with the Products, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond along with all associated goodwill. Without limiting the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USEforegoing, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEEProcessa shall, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS within thirty (30) days from after granting any sublicense, notify Ocuphire of the date grant of such written request. If the request results in sublicense and provide Ocuphire with a SUBLICENSE, then LICENSEE shall report it to REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtycopy of such sublicense agreement.

Sublicenses. 4.1 REGENTS also grants to LICENSEE 3.1 The license granted in Paragraph 2.1 includes the right to SUBLICENSE grant to AFFILIATES and third parties the right Affiliates of Licensee, to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICESAffiliates of Sublicensees, and to practice LICENSED METHODthird parties a Sublicense under the rights granted to Licensee hereunder, provided that LICENSEE Licensee has exclusive rights under this AGREEMENT Agreement at the time of sublicensingthe grant of the Sublicense. Additionally, such Sublicensees shall have the right to grant further sublicenses as provided below. Each Sublicensee may grant further Sublicenses, provided that each Sublicensee retains exclusive rights under the Sublicense with Licensee and Licensee retains exclusive rights under this Agreement. Every such SUBLICENSE Sublicense will include: (a) a statement setting forth the date upon which LICENSEE's Licensee’s exclusive rights, privileges, and license rights hereunder will expire;, (b) as applicable, all the rights of, and require a provision requiring the performance by the Sublicensee of all the obligations due to, REGENTS owed by Licensee to The Regents (and, if applicable, the United States Government) under this AGREEMENT Agreement other than those rights and obligations specified in Article 5 4 (License Issue FeeFees) and Paragraph 6.5 5.3 (minimum annual royaltyMinimum Annual Royalty); (c) a provision requiring payment of royalties to LICENSEE in by the Sublicensees such that Licensee receives an amount sufficient to permit LICENSEE Licensee to meet its Licensee’s royalty obligations to REGENTS The Regents at the rates and bases set forth in this AGREEMENTAgreement; (d) a prohibition on the grant of further SUBLICENSES Sublicenses that do not comply with the sublicensing requirements set forth in this Article 3; and (e) and a provision imposing on the Sublicensee the same provision for obligation of indemnification of REGENTS as which Licensee has been provided for in this AGREEMENTunder Article 18 (Indemnification). 4.2 LICENSEE 3.2 Licensee will pay to REGENTS percent ( %The Regents the Applicable Percentage (as defined below) of any cash consideration, and of the cash equivalent of all other consideration, Sublicense Income that is due to LICENSEE Licensee for the grant of rights under each SUBLICENSEa Sublicense. Payment owed to The Regents under this Paragraph 3.2 is in addition to payments owed by Licensee to The Regents as Earned Royalties under Paragraph 5.1 below based on Sales by the Sublicensee, and is due within sixty (60) days after the end of the calendar quarter in which it was received by Licensee. For purposes of this Paragraph 3.2, the “Applicable Percentage” shall be (a) [***] percent ([***]%) as to any Sublicense Income received before the achievement of the diligence milestone set forth in [***], (b) [***] percent ([***]%) as to any Sublicense Income received after the achievement of the diligence milestone set forth in [***] and before the achievement of the diligence milestone set forth in [***], and (c) [***] percent ([***]%) as to any Sublicense Income received after the achievement of the diligence milestone set forth in [***]. 4.3 LICENSEE will notify REGENTS 3.3 Within thirty (30) days after execution of each SUBLICENSE granted hereunder Sublicense Agreement, or amendment thereof, to any Sublicensee other than an Affiliate of a Sublicensee, Licensee will inform The Regents of such executed Sublicense Agreement or amendment, and Licensee will furnish to REGENTS The Regents a copy of each such SUBLICENSE AGREEMENTSublicense Agreement or amendment. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 4.4 AFFILIATES 3.4 Affiliates of Licensee and Affiliates of Sublicensees will have no licenses under REGENTS’ PATENT RIGHTS Patent Rights except as granted by SUBLICENSE in a Sublicense Agreement pursuant to this AGREEMENTAgreement. 4.5 3.5 For the purposes of this AGREEMENTAgreement, the operations of all SUBLICENSEES shall Sublicensees under their respective Sublicense Agreements will be deemed to be the operations of LICENSEELicensee, and Licensee may exercise any of its rights under this Agreement through Sublicensees, for which LICENSEE shall Licensee will be responsible. 4.6 LICENSEE 3.6 Licensee will collect and guarantee payment of all monies and other consideration due REGENTS The Regents under this Agreement without regard to whether Licensee is able to collect payments from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEESSublicensees. 4.7 3.7 Upon termination of this AGREEMENT Agreement for any reason, all SUBLICENSES at the request of a Sublicensee that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT Sublicense Agreement as of the date of such termination termination, The Regents will remain in effect and will be assigned to REGENTSenter into a direct license agreement with such Sublicensee with substantially the same terms as this Agreement (substituting the Sublicensee for Licensee), except that REGENTS will the scope of the license granted to such Sublicensee under such agreement shall not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond exceed the duties and obligations scope of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (the license to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently Patent Rights granted under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtySublicensee’s Sublicense Agreement.

Sublicenses. 4.1 REGENTS also grants Termination of the any license granted to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights Tengion by WFUHS under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE Agreement will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, terminate all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has Sublicenses that may have been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant Tengion, provided, however, that any Sublicensee who desires to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is continue its Sublicense must so advise WFUHS in compliance with its SUBLICENSE AGREEMENT as of the date writing of such termination will remain in effect and will be assigned Sublicensee’s desire to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond continue the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS Sublicense within thirty (30) days from of Tengion’s receipt of written notice of the date termination of such written request. If the request results in a SUBLICENSETengion’s license and, then LICENSEE shall report it to REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE subject to the third partySublicensee’s agreement to assume relative to WFUHS all the obligations, then including obligations for payment, contained in the Sublicense agreement with Tengion, WFUHS, in its sole discretion, may elect to continue the Sublicense. 4.2 Any Sublicense granted by Tengion must contain provisions corresponding to those of Article 4.1 of this Agreement relative to termination and the conditions of continuance of any Sublicenses. 4.3 All Sublicenses will contain provisions corresponding to the obligations of Tengion to, and the rights of WFUHS under, this Agreement, including but not limited to, the obligations and rights contained in Articles 2 (Grant of License and Option), 9 (Records, Reports and Payments), 11 (Termination), 12 (Infringement), 13 (Indemnification and Insurance), 14 (Assignment), 15 (Non-Use of Names), 16 (Export Controls), 18 (Dispute Resolution), and 19 (Miscellaneous Provisions). 4.4 Tengion will provide notice to WFUHS of any Sublicense granted and will provide a copy of all such Sublicenses within thirtythirty (30) days of execution. Tengion will promptly provide WFUHS with copies of all reports received from a Sublicensee related to the calculation of any consideration payable to WFUHS hereunder. * Confidential Treatment Requested 13

Sublicenses. 4.1 REGENTS also grants (i) TomoTherapy may grant written, nonexclusive sublicenses to LICENSEE third parties. Any agreement granting a sublicense shall state that the right sublicense is subject to SUBLICENSE the termination of this Agreement and TomoTherapy shall incorporate relevant terms of this Agreement in the sublicense. TomoTherapy shall have the same responsibility for the activities of any sublicensee as if the activities were directly those of TomoTherapy. (ii) In respect to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights sublicenses granted by TomoTherapy under this AGREEMENT Section 2B, TomoTherapy shall pay to W▇▇▇ [ * ] percent ([ * ]%) of all fees, royalties and other payments received from such sublicense(s) in the manner specified in Section 3F. At a minimum, TomoTherapy shall require its sublicensee(s) to pay an upfront license fee of $[ * ] patent reimbursement of $[ * ] and minimum royalties of at the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth least $[ * ] per year beginning three years from the date upon which LICENSEE's exclusive rightsof the sublicense. In addition, privileges, and license hereunder will expire; (b) as applicable, all TomoTherapy shall require sublicensees to pay royalties at a rate equal to or exceeding the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases rate set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS Section 3D. TomoTherapy shall provide WARF with a copy of each all sublicense agreements to Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [ * ]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. allow W▇▇▇ to verify the proper revenue sharing arrangement under such SUBLICENSE AGREEMENTsublicense. W▇▇▇ shall keep all such information confidential as provided under Section 14. TomoTherapy shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this Agreement without the express prior written permission of W▇▇▇. Any strategic partners of TomoTherapy who are not granted a right to make or have made and sell Products under the Licensed Patents shall not be considered a sublicensee under this Agreement and shall not be subject to income sharing under this Section 2B. Strategic partners of TomoTherapy who, in addition to funding Product development, are granted a right to make or have made and sell Products shall be considered sublicensees under this Section 2B and shall be subject to minimum fee and royalty requirements as set forth herein; however, W▇▇▇ shall not share in any fees for services provided by TomoTherapy or in any funding which TomoTherapy represents in good faith is not consideration for sublicense rights granted to such strategic partner. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this caseiii) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality Agreements with third parties, and 2) information parties which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer permit such third party to LICENSEE. If purchase Products from TomoTherapy and resell such Products shall be considered distribution agreements and not sublicense agreements subject to this Section 2B. Under any such distribution agreement, TomoTherapy shall pay royalties to W▇▇▇ on the sale of Products to such third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE in accordance with Section 3D and such agreements shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE not be subject to the third party, then within thirtyfee and royalty requirements of Section 2B(ii).

Sublicenses. 4.1 REGENTS also grants to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all Connetics may grant sublicenses under the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Governmentgranted in Section 2.1(d) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS within thirty (30) days prior written notice to Genentech, subject to Genentech's prior written approval, which approval shall be at Genentech's sole discretion. Genentech agrees that Boehringer Ingelheim International GmbH is acceptable to Genentech as a Connetics' [ * ] = 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. sublicensee under the rights granted in Section 2.1(d) for the purpose of manufacturing and supplying Bulk Product and/or Finished Product to Connetics, and/or to its sublicensees under Sections 2.1(a), (b) and (c). In the event that Genentech approves the grant of a sublicense under Section 2.1(d), Genentech may in its sole discretion, or as agreed by the Parties in the Supply Agreement, agree to grant to Connetics and such approved sublicensee a non-exclusive license under Genentech Manufacturing Knowhow solely to make or have made Licensed Products for use and sale by Connetics and its sublicensees in the Field of Use in the Territory, and Genentech shall thereafter disclose to Connetics and such sublicensee such Genentech Manufacturing Knowhow as soon as reasonably possible. (b) Connetics may grant one or more sublicenses under the rights granted in Sections 2.1(a), (b), (c) and (e) in any applicable Area of the Field of Use, on thirty (30) days prior written notice to Genentech, subject to Genentech's prior written approval, which approval shall not be unreasonably withheld. (c) Notwithstanding the above, Connetics may grant one sublicense to InterMune (as defined in Section 3.1) under any or all of the rights granted in Sections 2.1 and 2.2(a) above without Genentech's prior written approval. InterMune (but no other sublicensee of Connetics) may grant further sublicenses under Sections 2.1 and 2.2(a) to the extent that Connetics has the right to do so pursuant to the provisions of this Section 2.3 and Section 2.2(a). Connetics and InterMune shall give Genentech a copy of any sublicense agreement entered into by either of them with a third party pursuant to this Agreement as soon as reasonably possible [ * ] = 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. after execution, provided that Connetics and InterMune may each redact from such copies text of information or provisions that are not relevant to this Agreement and the date rights and obligations of the Parties hereunder. Genentech agrees to permit InterMune to perform Connetics' rights and obligations under Section 2.2(b), (c) and (d), Section 2.5, Sections 3.1 through 3.8 and Article 4.0 of this Agreement (excluding matters related to any alleged breach of the Agreement, or dispute between the Parties concerning the performance of this Agreement, under such enumerated Sections and Article), to the extent such rights and obligations are sublicensed to InterMune by Connetics, and Genentech agrees to deal with InterMune in lieu of Connetics as if it were Connetics hereunder for purposes of performance under such enumerated Sections and Article, provided that Connetics shall remain liable and responsible for performance of all of the obligations of Connetics and InterMune under this Agreement. In the event that Connetics sublicenses all of its rights under Section 2.1 and 2.2(a) to InterMune pursuant to a written request. If sublicense which provides that InterMune (and not Connetics) shall make, have made, use, sell, offer for sale, import and develop Licensed Products in all Areas of the request results Field of Use in a SUBLICENSEthe Territory, then LICENSEE Genentech agrees to permit InterMune to also perform Connetics' rights and obligations under Articles 5.0 and 6.0 and Sections 8.2 through 8.8 of this Agreement (excluding matters related to any alleged breach of the Agreement, or dispute between the Parties concerning the performance of this Agreement, under such enumerated Sections and Articles), and Genentech also agrees to deal with InterMune in lieu of Connetics as if it were Connetics hereunder for purposes of performance under such enumerated Sections and Articles, provided [ * ] = 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. that Connetics shall report it remain liable and responsible for performance of all of the obligations of Connetics and InterMune under this Agreement. In the event that InterMune sublicenses any of its rights to REGENTS a third party pursuant to Paragraph 4.3this Agreement, such sublicensee shall not have the right to perform the rights and obligations of Connetics or InterMune under the Sections and Articles enumerated above, and Genentech shall not have any obligation to deal directly with such sublicensee. If LICENSEE refuses Notwithstanding the above provisions of this Section 2.3(c), with respect to any dispute concerning InterMune's performance, or alleged breach by InterMune, of any applicable term of this Agreement, Genentech shall have the right to deal directly with Connetics, and to proceed either against InterMune or directly against Connetics, in Genentech's sole discretion, to enforce this Agreement. (d) In the event of the grant a SUBLICENSE of any sublicense by Connetics (including such grant to InterMune) or by InterMune, the third party, then within thirtysublicensee shall be subject to all of the applicable obligations of Connetics hereunder. Connetics guarantees to Genentech the performance of Connetics' applicable obligations hereunder by Connetics' sublicensees and by InterMune's sublicensees.

Sublicenses. 4.1 REGENTS also grants Licensee may sublicense its rights under Section 2.01 to LICENSEE one or more Third Parties, but solely to the right extent necessary or useful to SUBLICENSE enable such Third Parties to AFFILIATES and third parties the right to research, develop, make, have made, use, import, offer for SALE, importsale 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 SELL LICENSED PRODUCTS and LICENSED SERVICES, and subject to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under the conditions of this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include:Section 2.06. (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire;Licensee shall remain responsible for its sublicensees’ performance under this Agreement. (b) as applicableLicensee shall provide, all in the rights ofDevelopment Report required pursuant to Section 3.03, and require a list of any sublicensees granted a sublicense during the performance preceding twelve (12) months. At Merck’s request, Licensee shall provide to Merck a true copy of all the any sublicense agreement, redacted to comply with any confidentiality obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty);of such party. (c) In the event of a provision requiring payment of royalties 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 LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT;remedy such default. (d) Each and every sublicense granted by Licensee to a prohibition 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 grant sublicensee to maintain insurance in amounts consistent Section 11.06; (v) must provide an indemnity from the sublicensee in favor of further SUBLICENSES 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 (evi) must include a provision stating, in words or substance, that Merck is not a party to the same provision for indemnification sublicense agreement and has no liability to any licensee, sublicensee or user of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash considerationanything covered by the sublicense agreement, and but that Merck is an intended third party beneficiary of the cash equivalent sublicense agreement and certain of all other consideration, due to LICENSEE its provisions are for the grant benefit of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder Merck and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as are enforceable by Merck in its own name. Any sublicense granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES Licensee hereunder shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon survive any early termination of this AGREEMENT for any reason, all SUBLICENSES that are granted Agreement by LICENSEE Merck pursuant to Section 12.03 of this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT Agreement if, as of the effective date of any such termination will remain termination, the sublicensee is not in effect material breach of its obligations to Licensee under its sublicense agreement and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS within thirty (30) days from the date of such written request. If termination the request results sublicensee agrees in writing to be bound directly to Merck under a SUBLICENSE, then LICENSEE shall report it license agreement substantially similar to REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE this Agreement with respect to the third partyrights sublicensed hereunder, then within thirtysubstituting such sublicensee for Licensee.

Sublicenses. 4.1 REGENTS also grants to LICENSEE GSK shall have the right to SUBLICENSE grant sublicenses, in whole or in part on a GSK Development Compound (and Products containing such GSK Development Compound)–by–GSK Development Compound (and Products containing such GSK Development Compound) basis, to AFFILIATES its Affiliates or any Third Party with respect to the rights licensed to GSK under Section 5.1; provided that: 5.2.1 such Sublicense shall refer to this Agreement and third parties shall be subordinate to and consistent with the terms and conditions of this Agreement, and shall not limit the ability of GSK (individually or through the activities of its Sublicensee) to fully perform all of its obligations under this Agreement or OncoMed’s rights under this Agreement; 5.2.2 in such Sublicense, the Sublicensee shall agree in writing to be bound to GSK by terms and conditions substantially similar to, or less favorable to the Sublicensee than, the corresponding terms and conditions of this Agreement; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 5.2.3 promptly after execution of the Sublicense, GSK shall provide a summary of such Sublicense agreement to OncoMed. Such summary shall be treated as GSK Confidential Information hereunder; 5.2.4 GSK shall remain responsible for the performance of this Agreement and the performance of its Sublicensees under this Agreement, including without limitation the payment of all payments due, and making reports and keeping books and records, and shall cause such Sublicensee to enable GSK to comply with the terms and conditions of this Agreement; 5.2.5 each Sublicense shall terminate immediately upon the termination of this Agreement (in whole or only with respect to the rights that are subject to such Sublicense); 5.2.6 such Sublicensees shall have the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and grant further Sublicenses of same or lesser scope as its sublicense from GSK under the grants contained in Section 5.1 (the other party to practice LICENSED METHODsuch further sublicense also deemed a Sublicensee), provided that LICENSEE has exclusive rights under such further sublicenses shall be in accordance with and subject to all of the terms and conditions of this AGREEMENT at Section 5.2 (i.e., such Sublicensee shall be subject to this Section 5.2 in the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth same manner and to the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) same extent as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royaltyGSK); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of 5.2.7 GSK shall not grant a Sublicense under all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted received by SUBLICENSE GSK from OncoMed pursuant to this AGREEMENT. 4.5 For Section 5.1 with respect to a GSK Development Compound (and all Products containing such GSK Development Compound) to a single Sublicensee without the purposes prior written consent of this AGREEMENTOncoMed, the operations of all SUBLICENSEES which consent shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties unreasonably withheld, delayed or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENTconditioned. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty

Sublicenses. 4.1 REGENTS also grants 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 be subject and subordinate to terms and conditions of this Agreement, except that the right to SUBLICENSE to AFFILIATES earned royalty rate specified in the sublicense(s) may be at higher rates than the rates in this Agreement and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive sublicensee may further sublicense any rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: Licensed Patents or Licensed Materials only as: (a) a statement setting forth needed or implied in the date upon which LICENSEE's exclusive rightscourse of distribution, privilegesinstallation or performance of service as required for the sale to an end user of Licensed Products or Licensed Materials, and license hereunder will expire; or (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified not specifically rejected in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted writing by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS STANFORD within thirty (30) days from of written notification of sub-sublicensee by LICENSEE, any such rejection not being unreasonably made by STANFORD. Without limiting the date foregoing, any such sublicense(s) also shall expressly include the provisions of Articles 6, 7, 8, 10 and 15 for the benefit of STANFORD, JHU and/or HHMI, as the case may be, and provide, at LICENSEE'S option, for the transfer of all obligations, including the payment of royalties specified in such written request. If sublicense(s), to STANFORD or its designee, in the request results event that this Agreement is terminated. 12.4 LICENSEE agrees to promptly provide STANFORD in confidence with a SUBLICENSE, then LICENSEE shall report it to REGENTS copy of the relevant portions of any sublicense granted pursuant to Paragraph 4.3this Article 12. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. 12.5 LICENSEE will pay to STANFORD [**] of all payments received from a sublicensee in consideration for the sublicensing of Licensed Patents as well as [**] of any royalties, fees or other amounts received by LICENSEE as a result of the sublicensee's sale of Licensed Products, excluding equity payments, milestone payments, amounts paid to fund research and development activities conducted by LICENSEE, and 12.6 reimbursement of patent costs. If LICENSEE refuses is required to grant a SUBLICENSE pay royalties to the third an additional party, then within thirtySTANFORD agrees in good faith to consider negotiating a reduction in royalties under this section.

Sublicenses. 4.1 REGENTS 3.1 The Regents also grants grant to LICENSEE Licensee the right to SUBLICENSE issue sublicenses to AFFILIATES and third parties the right to make, have made, use, offer for SALE, import, import and SELL LICENSED PRODUCTS and LICENSED SERVICES, sell Licensed Products and to practice LICENSED METHODLicensed Method, provided that LICENSEE as long as Licensee has current exclusive rights thereto under this AGREEMENT at Agreement. To the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as extent applicable, sublicenses must include all of the rights of, of and require the performance of all the obligations due to, REGENTS to The Regents (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth contained in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENTAgreement. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS 3.2 Licensee shall promptly provide The Regents with a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant sublicense issued; use diligent efforts to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies payments due The Regents from sublicensees; and other consideration due REGENTS from SUBLICENSEES, summarize and deliver all reports due REGENTS and received The Regents from SUBLICENSEESsublicensees. 4.7 3.3 Upon termination of this AGREEMENT Agreement for any reason, The Regents, at its sole discretion, shall determine whether Licensee shall cancel or assign to The Regents any and all SUBLICENSES that are granted sublicenses. 3.4 Licensee shall pay The Regents [*] of each non-royalty payment received by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as Licensee from each sublicensee of the date Licensed Products, unless the Licensed Product contains (i) any know-how added by Licensee, in which case the foregoing percentage for non-royalty payments shall be [*] or (ii) any antibody or a material component in addition to know-how added by Licensee, in which case the foregoing percentage for non-royalty payment shall be [*] or (iii) more than one antibody or material component in addition to know-how added by Licensee, in which case the foregoing percentage for non-royalty payments shall be [*] (collectively, Licensed Products meeting the conditions of such termination will remain in effect and will (i) (ii) or (iii) are referred to hereafter as a "Value Added Licensed Product"). 3.5 Licensee shall pay The Regents [*] of each earned royalty payment received by Licensee, unless the Licensed Product is determined to be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth a "Value Added Licensed Product" as defined in this AGREEMENTSection 3.4, in which case, Licensee's royalty payment to The Regents shall be [*] of each royalty payment received from each sublicensee. Licensee may at its sole discretion select the alternative royalty payment schedule described in Section 7.5. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty

Sublicenses. 4.1 REGENTS also grants to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all Connetics may grant sublicenses under the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Governmentgranted in Section 2.1(d) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS within thirty (30) days prior written notice to Genentech, subject to Genentech’s prior written approval, which approval shall be at Genentech’s sole discretion. Genentech agrees that *** is acceptable to Genentech as a Connetics’ sublicensee under the rights granted in Section 2.1(d) for the purpose of manufacturing and supplying Bulk Product and/or Finished Product to Connetics, and/or to its sublicensees under Sections 2.1(a), (b) and (c). In the event that Genentech approves the grant of a sublicense under Section 2.1(d), Genentech may in its sole discretion, or as agreed by the Parties in the Supply Agreement, agree to grant to Connetics and such approved sublicensee a non-exclusive license under Genentech Manufacturing Knowhow solely to make or have *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. made Licensed Products for use and sale by Connetics and its sublicensees in the Field of Use in the Territory, and Genentech shall thereafter disclose to Connetics and such sublicensee such Genentech Manufacturing Knowhow as soon as reasonably possible. (b) Connetics may grant one or more sublicenses under the rights granted in Sections 2.1(a), (b), (c) and (e) in any applicable Area of the Field of Use, on thirty (30) days prior written notice to Genentech, subject to Genentech’s prior written approval, which approval shall not be unreasonably withheld. (c) Notwithstanding the above, Connetics may grant one sublicense to InterMune (as defined in Section 3.1) under any or all of the rights granted in Sections 2.1 and 2.2(a) above without Genentech’s prior written approval. InterMune (but no other sublicensee of Connetics) may grant further sublicenses under Sections 2.1 and 2.2(a) to the extent that Connetics has the right to do so pursuant to the provisions of this Section 2.3 and Section 2.2(a). Connetics and InterMune shall give Genentech a copy of any sublicense agreement entered into by either of them with a third party pursuant to this Agreement as soon as reasonably possible after execution, provided that Connetics and InterMune may each redact from such copies text of information or provisions that are not relevant to this Agreement and the date rights and obligations of the Parties hereunder. Genentech agrees to permit InterMune to perform Connetics’ rights and obligations under Section 2.2(b), (c) and (d), Section 2.5, Sections 3.1 through 3.8 and Article 4.0 of this Agreement (excluding matters related to any alleged breach of the Agreement, or dispute between the Parties concerning the performance of this Agreement, under such enumerated Sections and Article), to the extent such rights and obligations are sublicensed to InterMune by Connetics, and Genentech agrees to deal with InterMune in lieu of Connetics as if it were Connetics hereunder for purposes of performance under such enumerated Sections and Article, provided that Connetics shall remain liable and responsible for performance of all of the obligations of Connetics and InterMune under this Agreement. In the event that Connetics sublicenses all of its rights under Section 2.1 and 2.2(a) to InterMune pursuant to a written request. If sublicense which provides that InterMune (and not Connetics) shall make, have made, use, sell, offer for sale, import and develop Licensed Products in all Areas of the request results Field of Use in a SUBLICENSEthe Territory, then LICENSEE Genentech agrees to permit InterMune to also perform Connetics’ rights and obligations under Articles 5.0 and 6.0 and Sections 8.2 through 8.8 of this Agreement (excluding matters related to any alleged breach of the Agreement, or dispute between the Parties concerning the performance of this Agreement, under such enumerated Sections and Articles), and Genentech also agrees to deal with InterMune in lieu of Connetics as if it were Connetics hereunder for purposes of performance under such enumerated Sections and Articles, provided that Connetics shall report it remain liable and responsible for performance of all of the obligations of Connetics and InterMune under this Agreement. In the event that InterMune sublicenses any of its rights to REGENTS a third party pursuant to Paragraph 4.3this Agreement, such sublicensee shall not have the right to perform the rights and obligations of Connetics or InterMune under the Sections and Articles enumerated above, and Genentech shall not have any obligation to deal directly with such sublicensee. If LICENSEE refuses Notwithstanding the above provisions of this Section 2.3(c), with respect to any dispute concerning InterMune’s performance, or alleged breach by InterMune, of any applicable term of this Agreement, Genentech shall have the right to deal directly with Connetics, and to proceed either against InterMune or directly against Connetics, in Genentech’s sole discretion, to enforce this Agreement. (d) In the event of the grant a SUBLICENSE of any sublicense by Connetics (including such grant to InterMune) or by InterMune, the third party, then within thirtysublicensee shall be subject to all of the applicable obligations of Connetics hereunder. Connetics guarantees to Genentech the performance of Connetics’ applicable obligations hereunder by Connetics’ sublicensees and by InterMune’s sublicensees.

Sublicenses. 4.1 REGENTS also grants Licensee may sublicense its rights under Section 2.01 to LICENSEE one or more Third Parties, but solely to the right extent necessary or useful to SUBLICENSE enable such Third Parties to AFFILIATES and third parties the right to research, develop, make, have made, use, import, offer for SALE, importsale 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 SELL LICENSED PRODUCTS and LICENSED SERVICES, and subject to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under the conditions of this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include:Section 2.05. (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire;Licensee shall remain responsible for its sublicensees’ performance under this Agreement. (b) as applicableLicensee shall provide, all in the rights ofDevelopment Report required pursuant to Section 3.03, and require a list of any sublicensees granted a sublicense during the performance preceding twelve (12) months. At Merck’s request, Licensee shall provide to Merck a true copy of all the any sublicense agreement, redacted to comply with any confidentiality obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty);of such party. (c) In the event of a provision requiring payment of royalties 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 LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT;remedy such default. (d) Each and every sublicense granted by Licensee to a prohibition 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 grant sublicensee to maintain insurance in amounts consistent Section 11.06; (v) must provide an indemnity from the sublicensee in favor of further SUBLICENSES 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 (evi) must include a provision stating, in words or substance, that Merck is not a party to the same provision for indemnification sublicense agreement and has no liability to any licensee, sublicensee or user of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash considerationanything covered by the sublicense agreement, and but that Merck is an intended third party beneficiary of the cash equivalent sublicense agreement and certain of all other consideration, due to LICENSEE its provisions are for the grant benefit of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder Merck and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as are enforceable by Merck in its own name. Any sublicense granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES Licensee hereunder shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon survive any early termination of this AGREEMENT for any reason, all SUBLICENSES that are granted Agreement by LICENSEE Merck pursuant to Section 12.03 of this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT Agreement if, as of the effective date of any such termination will remain termination, the sublicensee is not in effect material breach of its obligations to Licensee under its sublicense agreement and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS within thirty (30) days from the date of such written request. If termination the request results sublicensee agrees in writing to be bound directly to Merck under a SUBLICENSE, then LICENSEE shall report it license agreement substantially similar to REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE this Agreement with respect to the third partyrights sublicensed hereunder, then within thirtysubstituting such sublicensee for Licensee.

Sublicenses. 4.1 REGENTS also grants to LICENSEE OST shall have the right to SUBLICENSE grant sublicenses of the rights licensed to AFFILIATES and third parties the right to makeit under Section 5.1, useas applicable, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: solely as follows: (a) a statement setting forth in connection with Development and regulatory activities related to Studies for the date upon which LICENSEE's exclusive rightsFirst Indication, privileges, to COG and license hereunder will expire; to other Third Parties who are either approved by an authorized representative of Advaxis in writing or identified in Exhibit B attached hereto; (b) as applicablein connection with manufacture and testing of Licensed Products, all the rights of, and require the performance to Third Parties who are either approved by an authorized representative of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified Advaxis in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); writing or identified in Exhibit B attached hereto; or (c) in connection with any other Development and commercialization activities, to any Affiliate or other Third Parties who are approved by an authorized representative of Advaxis in writing. Without limiting the foregoing, Advaxis may (i) and revise the Third Parties identified in Exhibit B at any time or (ii) withhold its approval to sublicense, in each case ((i) and (ii)), where Advaxis has a provision requiring payment reasonable concern with the capability, experience and resources of royalties the proposed sublicensee to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at perform the rates and bases activities set forth in the foregoing Sections 5.3(a), (b) and (c) or comply with the terms of this AGREEMENT; Agreement (dincluding enabling OST to comply with its obligations under this Agreement) or where the proposed sublicensee has a prohibition on reputation for failing to manufacture products in accordance with GMP or otherwise comply with applicable law. Notwithstanding the grant foregoing, OST recognizes that any sublicensing of further SUBLICENSES ; and (e) Advaxis Technology licensed from Penn will require Penn’s consent, and subject to Section 9.1(d), Advaxis will use Commercially Reasonable Efforts to obtain Penn’s consent for any sublicenses that meet the same provision applicable requirements as promptly as possible. If Penn grants such consent, OST hereby agrees that it shall require in any such sublicense that its sublicensee be subject to all terms and conditions of the Penn Agreement applicable to a “sublicensee” thereunder. Further, OST shall remain primarily liable to Advaxis for indemnification all of REGENTS as has been provided for OST’s duties and obligations contained in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) Agreement and any act or omission of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS its sublicensees which would be a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes breach of this AGREEMENT, the operations of all SUBLICENSEES Agreement if performed by OST shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination a breach by OST of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENTAgreement. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty

Sublicenses. Section 4.1 REGENTS also LICENSOR hereby grants to LICENSEE the right to SUBLICENSE to AFFILIATES and enter into sublicensing agreements with third parties (hereinafter referred to as “SUBLICENSEES”) to the right to make, use, offer for SALE, import, extent of LICENSEE’S rights under the grant provided in Section 2.1 and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has current exclusive license rights, pursuant to Section 3.2, to the PATENT RIGHTS to which the sublicense applies, with respect to the portion of the Field of Use and TERRITORY to which the sublicense relates. Upon any termination of this AGREEMENT, each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS shall also terminate, unless: (a) the sublicense is subject to all of the terms and conditions of this AGREEMENT and incorporates all of the terms and conditions hereof which are protective of and beneficial to LICENSOR, which incorporation can be made by reference, (b) LICENSOR has received a copy of the sublicense and related information as provided under Section 4.4 below; (c) SUBLICENSEE is in good standing with all the terms and conditions of the sublicense and LICENSEE is not in current breach of the sublicense; (d) all of the rights and benefits due LICENSEE under the sublicense are directed to LICENSOR; (e) LICENSOR shall not be liable, financially or otherwise, for any existing or potential breach or liability of LICENSEE under the sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this Agreement; and (g) the payments due to LICENSOR from SUBLICENSEE under the sublicense shall be no less than the payments LICENSEE is obligated under this AGREEMENT Agreement to pay to LICENSOR with respect to the sublicense. If each of these qualifications is met, and the SUBLICENSEE desires for the sublicense to survive, the SUBLICENSEE and LICENSOR shall enter a letter of understanding, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a direct contract relationship for the sublicense. In addition, LICENSOR shall negotiate in good faith with any other SUBLICENSEE in good standing at the time of sublicensing. Every such SUBLICENSE will include:termination for a license. (a) Section 4.2 Any sublicense granted by LICENSEE to a statement setting forth SUBLICENSEE shall be subject to all of the date upon which LICENSEE's exclusive rights, privilegesterms and conditions of this AGREEMENT, and license hereunder will expire;shall include an express provision to this effect. LICENSEE shall use commercially reasonable efforts to collect all payments due LICENSOR from SUBLICENSEES. (b) as applicable, all the rights of, and require the performance Section 4.3 LICENSEE shall pay to LICENSOR *** of all the obligations due to, REGENTS (and, if applicable, the United States Government) any lump-sum fee or advance payment received by LICENSEE from any SUBLICENSEE pursuant to a sublicense under this AGREEMENT other than those rights AGREEMENT, regardless of how the LICENSEE and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (SUBLICENSEE characterize such payments, including but not limited to license fees, minimum annual royalty); royalties, milestone payments, etc. (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision except for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due amounts paid to LICENSEE for the grant purpose of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder conducting research and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEEactivities). LICENSEE shall have ninety (90) days to give REGENTS not receive from SUBLICENSEES anything of value in lieu of cash payments in consideration for any sublicense under this AGREEMENT without the express prior written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the applicationpermission of LICENSOR. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new applicationIn addition, LICENSEE shall submit progress reports pay to REGENTS pursuant to Article 8LICENSOR a royalty on NET SALES made under any sublicense which royalty shall be *** NET SALES of services. If In the event a sublicense grant from LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use also incorporates technology licensed in the new application, REGENTS may seek (a) by LICENSEE from one or more third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENTparties, then LICENSEE shall report make a good faith allocation of the request lump-sum or advanced payments received by the LICENSEE for the sublicense, as well as all royalties payable pursuant to REGENTS such sublicense, as between the LICENSOR’S PATENT RIGHTS and third party technology also included in the sublicense, based on the relative values of the licensed technologies to the products or services generating the SUBLICENSEE’S NET SALES. The payments due LICENSOR under this Section 4.3 shall only apply to that portion of the amounts received by LICENSEE attributable to the LICENSOR’S PATENT RIGHTS, in accordance with LICENSEE’s good faith determination, so that the percentage of lump sums or advance payments due to LICENSOR will be determined by multiplying the percentage payment obligation referenced above by the portion of such lump sums or advanced payments attributable to the PATENT RIGHTS, and the royalty payable to LICENSOR with respect to royalties received by LICENSEE on NET SALES by the SUBLICENSEE will be based on the portion of such NET SALES attributable to the PATENT RIGHTS. LICENSOR may contest whether any determination by LICENSEE hereunder was made in good faith, pursuant to the dispute resolution procedure set forth in Article 28 of this Agreement. Section 4.4 LICENSEE shall within thirty (30) days of: (a) execution, provide LICENSOR with a copy of each sublicense granted by LICENSEE hereunder and any amendments thereto or terminations thereof; and (b) receipt, summarize and deliver copies of all reports due to LICENSEE from SUBLICENSEES with respect to license rights granted hereunder or NET SALES by SUBLICENSEE or royalties payable by SUBLICENSEE to LICENSEE. Section 4.5 In the event that LICENSOR receives a written request from Public Health Services to grant a RESEARCH LICENSE to a third party non-profit entity to use the PATENT RIGHTS, LICENSOR shall so notify LICENSEE, and LICENSEE agrees to negotiate in good faith to grant a RESEARCH LICENSE (in the form of a sublicense of the PATENT RIGHTS licensed by LICENSEE hereunder) to said third party non-profit entity on reasonable terms. If such negotiation has not been successfully completed within six (6) months from the date of LICENSEE first receives such written request. If , LICENSOR shall have the request results in a SUBLICENSE, then LICENSEE shall report it to REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses right to grant a SUBLICENSE RESEARCH LICENSE to the third partyparty non-profit entity. Section 4.6 The provisions of this AGREEMENT shall be construed so as to avoid any double counting on NET SALES (whether by LICENSEE or SUBLICENSEES) and royalty payments; that is, any NET SALES shall not be subject to two different royalty payment obligations. In furtherance of the foregoing, LICENSOR and LICENSEE agree that any NET SALES by SUBLICENSEE or attributed to or received by LICENSEE that are subject to the royalty payment provisions of Section 4.3 shall not also be subject to the royalty payment provisions of Section 6.1. In addition, to the extent that any lump sum fees or advanced payments received by LICENSEE from any SUBLICENSEE (of which LICENSEE is obligated to *** LICENSOR pursuant to the first sentence of Section 4.3) represent an advance payment of, or are credited against, royalties charged by LICENSEE on NET SALES by such SUBLICENSEE, then within thirtythe maximum royalties on NET SALES payable pursuant to the third sentence of Section 4.3 shall be calculated net of the amount paid to LICENSOR pursuant to the first sentence of Section 4.3. Similarly, the provisions of Sections 6.1 and 6.5 of this Agreement regarding allocation of value between intellectual property subject to this Agreement and intellectual property not covered by this Agreement, and the allocation of value between products, services or components covered by this Agreement and products, services or components not covered by this Agreement, shall be construed so as to avoid all improper doubling-up of reductions from payments otherwise payable by LICENSEE to LICENSOR pursuant to the terms of this Agreement.

Sublicenses. 4.1 REGENTS also grants LICENSEE may grant sublicenses under the rights granted to LICENSEE under Section 3.1 (each, a “Sublicense”) consistent with the right requirements of this Section without the consent of METHODIST and otherwise only with the consent of METHODIST, not to SUBLICENSE be unreasonably withheld, conditioned or delayed. LICENSEE is responsible for the operations of its Sublicensee(s) relevant to AFFILIATES this Agreement as if the operations were carried out by LICENSEE, including, whether or not paid to LICENSEE by a Sublicensee, (a) the milestone payments for milestone events identified in Part II of Attachment B, achieved by Sublicensees and third parties (b) payment of royalties on Sublicensing Revenues by the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time Sublicensee(s). Each Sublicense granted without consent of sublicensing. Every such SUBLICENSE will includeMETHODIST must: (a) a statement setting forth the date upon which Be in writing if granted to any person or entity that is not an Affiliate of LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all Be of no greater scope than scope of the rights of, granted to LICENSEE in Section 3.1 and require be subject to the performance of all Retained Rights and the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights limitations in Sections 3.2 and obligations specified in Article 5 (License Issue Fee) 3.3 and Paragraph 6.5 (minimum annual royalty)3.6; (c) a provision requiring payment Require the Sublicensee to notify LICENSEE if Sublicensee achieves any milestone events identified in Part II of royalties Attachment B and to issue reports to LICENSEE in an amount on Sales of Licensed Products or Licensed Services sufficient to permit LICENSEE to meet its royalty obligations report on and pay the amount of royalties due thereon to REGENTS at METHODIST in a timely manner, including the rates and bases set forth ability to share such reports with METHODIST as provided in this AGREEMENTSection 4.5; (d) a prohibition on Require the grant Sublicensee to pay to LICENSEE twice the amount of further SUBLICENSES each royalty due from Sublicensee to LICENSEE if the Sublicensee takes any of the actions described in Section 4.3; (e) Require Sublicensee to maintain the confidentiality of the Confidential Information of METHODIST consistent with the obligations of LICENSEE under Article 8; (f) Require Sublicensee to indemnify, defend and hold harmless METHODIST as if the Sublicensee were LICENSEE under Article 7.1; (g) Include audit rights by LICENSEE at least as extensive as those set forth in Section 4.4, which METHODIST may require LICENSEE to invoke to cause an audit of Sublicensee; (h) Permit LICENSEE to provide to METHODIST copies of the transaction documents contemplated in Section 4.7; (i) Prohibit the Sublicensee from assigning any of the rights sublicensed to Sublicensee without consent of LICENSEE, except to Affiliates of Sublicensee; and (ej) the same provision for indemnification of REGENTS Name METHODIST as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and a third-party beneficiary of the cash equivalent of all other consideration, due rights described in foregoing clauses (c) through (i) with the right to LICENSEE for enforce such provisions directly against the grant of rights under each SUBLICENSESublicensee. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty

Sublicenses. 4.1 REGENTS also grants to 3.1 LICENSEE shall have the right to SUBLICENSE grant SUBLICENSES under the LICENSEE to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will includeSUBLICENSEES: (a) Any SUBLICENSE granted by LICENSEE shall be set forth in a statement setting forth written agreement that complies with and is consistent with all applicable terms and conditions of this Agreement. A SUBLICENSE agreement between the date upon which LICENSEE's exclusive rights, privileges, LICENSEE and license hereunder will expire;any SUBLICENSEE shall be subject to and subordinate to this Agreement. (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) LICENSEE shall provide MOFFITT with a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a final copy of each such executed SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS agreement within thirty (30) days from after execution thereof, and LICENSEE may reasonably redact the economic and business terms of such SUBLICENSE agreement, provided that such SUBLICENSE agreement must be sufficiently unredacted so that MOFFITT can confirm that the terms of such SUBLICENSE agreement are consistent with the terms of this Agreement. During the term of a SUBLICENSE agreement, LICENSEE shall be responsible to MOFFITT for each SUBLICENSEE’S material compliance with all terms and conditions of this Agreement applicable to a SUBLICENSEE, and LICENSEE shall use COMMERCIALLY REASONABLE EFFORTS to cause its SUBLICENSEE to comply in all material respects with all provisions of this Agreement applicable to SUBLICENSEE. 3.2 LICENSEE shall pay to MOFFITT a portion of all SUBLICENSE INCOME received by LICENSEE at the SUBLICENSEE ROYALTY RATE, provided that, if as of the date of such written request. If the request results in on which a SUBLICENSEpayment obligation under this Section 3.2 accrues, there is at least one CLASS B CLAIM and there is no CLASS A CLAIM, then the SUBLICENSEE ROYALTY RATE shall be reduced to twelve percent (12%) of the SUBLICENSE INCOME actually received by LICENSEE from any SUBLICENSEE. Commencing on the date on which there are no VALID CLAIMS in the LICENSED PATENTS, LICENSEE’s payment obligation under this Section 3.2 shall report cease. 3.3 LICENSEE agrees that it has sole responsibility to REGENTS pursuant promptly provide MOFFITT with a copy of any amendments to Paragraph 4.3any SUBLICENSE agreement granted by LICENSEE under this Agreement (subject to reasonable redaction consistent with Section 3.1 and notify MOFFITT of termination of any SUBLICENSE agreement. 3.4 Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default under its SUBLICENSE agreement shall have the right to receive a direct license from MOFFITT on substantially the same terms and conditions as its SUBLICENSE agreement with LICENSEE. If LICENSEE refuses LICENSOR agrees to grant a negotiate such licenses in good faith under reasonable terms and conditions, and the SUBLICENSE to the third party, then within thirtyshall remain in force during such good faith negotiations.

Sublicenses. 4.1 REGENTS 3.1 The Regents also grants to LICENSEE Licensee the right to SUBLICENSE issue sublicenses to AFFILIATES and Regents’ Patent Rights to third parties the right to make, have made, use, sell, offer for SALE, import, to sell and SELL LICENSED PRODUCTS and LICENSED SERVICES, import Licensed Product and to practice LICENSED METHODLicensed Method, provided that LICENSEE as long as Licensee has current exclusive rights thereto under this AGREEMENT at Agreement. To the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as extent applicable, sublicenses must include all of the rights of, of and require the performance of all the obligations due to, REGENTS to The Regents (and, if applicable, the United States U.S. Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth contained in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENTAgreement. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS 3.2 Licensee shall promptly provide The Regents with a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENTsublicense issued, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies payments due The Regents from sublicensees and other consideration due REGENTS from SUBLICENSEES, summarize and deliver all reports due REGENTS and received The Regents from SUBLICENSEESsublicensees. 4.7 3.3 Upon termination of this AGREEMENT Agreement for any reason, all SUBLICENSES that are granted by LICENSEE reason (but not upon expiration of this Agreement pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with Paragraph 12.1), The Regents, at its SUBLICENSE AGREEMENT as 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 date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs sublicense that extend beyond the duties and obligations of REGENTS set forth The Regents that are contained in this AGREEMENTAgreement. 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. 4.8 3.4 The Regents shall receive: 3.4.1 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 REGENTS The Regents (to the extent of 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 the INVENTION is inventions related to Regents’ Patent Rights for which Licensee was granted an exclusive license are useful for an application covered by the LICENSED FIELD OF USE, Human Healthcare Field of Use but for which LICENSED PRODUCTS Licensed Products have not been developed or are not currently under development by LICENSEELicensee, then REGENTSThe Regents, as represented by the Office of Technology LicensingTransfer, shall may give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE the Licensee. 3.6 Licensee shall have ninety (90) days *** to give REGENTS The Regents written notice stating whether LICENSEE Licensee elects to develop LICENSED PRODUCTS Licensed Products for the such application. . 3.7 If LICENSEE Licensee elects to develop and commercialize the proposed LICENSED PRODUCTS Licensed Products for the new application, LICENSEE Licensee shall submit progress reports a Progress Report every six months to REGENTS pursuant to Article 8. The Regents outlining the Licensee’s development and commercialization efforts for such new application. 3.8 If LICENSEE Licensee elects not to develop and commercialize the proposed LICENSED PRODUCTS Licensed Products for use in the new application, REGENTS The Regents may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS Licensed Products for the new application. If REGENTS The Regents is successful in finding a such third party, it shall refer such third party to LICENSEELicensee. If the third party requests a SUBLICENSE sublicense under this AGREEMENTAgreement, then LICENSEE the Licensee shall report the request to REGENTS The Regents within thirty (30) days from the date of such written request. If the request results in a SUBLICENSEsublicense, then LICENSEE Licensee shall report it to REGENTS pursuant to Paragraph 4.3. The Regents. 3.9 If LICENSEE the Licensee refuses to grant a SUBLICENSE sublicense to the such third party, then within thirtythirty (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 to the third party a license to make, have made, use, sell, offer for sale and import products for *** Material has been omitted pursuant to a request 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 limitation: 3.9.1 that The Regents may not license rights necessary to develop any product with the same 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. 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 material developed independently by Licensee which is not covered by Regents’ Patent Rights or Regents’ Technology Rights.

Sublicenses. 4.1 REGENTS 3.1 The Regents also grants to LICENSEE Licensee the right to SUBLICENSE issue sublicenses to AFFILIATES and third parties the right to make, have made, use, sell, offer for SALE, import, to sell and SELL LICENSED PRODUCTS and LICENSED SERVICES, import Licensed Product and to practice LICENSED METHODLicensed Method, provided that LICENSEE and other sublicenses of or within the scope of the license granted under Article 2, as long as Licensee has current exclusive rights thereto under this AGREEMENT at Agreement. To the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as extent applicable, *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 5 sublicenses must include all of the rights of, of and require the performance of all the obligations due to, REGENTS (to The Regents and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth U.S. Government contained in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENTAgreement. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS 3.2 Licensee shall promptly provide The Regents with a copy of the relevant portion of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant sublicense issued (which shall include but not be limited to this AGREEMENT. 4.5 For the purposes information with an impact on financial terms or other requirements of this AGREEMENTAgreement), the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies payments due The Regents from sublicensees and other consideration due REGENTS from SUBLICENSEES, summarize and deliver all reports due REGENTS and received The Regents from SUBLICENSEESsublicensees. All such information shall be deemed the Confidential Information of Licensee pursuant to the terms of Article 28 (Secrecy). 4.7 (a) If after five (5) years from the Effective Date, The Regents becomes aware of any field of use that Licensee is not pursuing with respect to the Regents' Patent Rights, and a third party has an interest and a detailed plan for pursuing such field of use (which is not overlapping or competitive with any field pursued by Licensee for Regent's Patent Rights), The Regents may notify Licensee of such third party's interest (such third party, the "Potential Sublicensee", and such field, the "New Field"). (b) In the event of a notice under Section 3.3(a), Licensee shall have a period of ninety (90) days thereafter to notify The Regents (such notice, its "New Field Plans") if: (i) it or its sublicensees are then currently pursuing the New Field (or an overlapping or competitive field of use for Regent's Patent Rights); or (ii) it or its sublicensees are planning to pursue the New Field (or an overlapping or competitive field of use for Regent's Patent Rights) in the future; or (iii) it desires to directly sublicense such Potential Sublicensee. If Licensee notifies The Regents of case (i) or (ii) above, Licensee or its sublicensee shall provide The Regents with its development plan therefor within four (4) months thereafter. If Licensee notifies The Regents of case (iii) above, The Regents shall direct the Potential Sublicensee to negotiate in good faith with Licensee for a sublicense. (c) If (i) Licensee has not notified The Regents of its New Field Plans within the above ninety (90) day period or Licensee has not provided The Regents with a development plan therefor within the above four (4) month period, as required in Section 3.3(b), or (ii) Licensee and the Potential Sublicensee are unable to reach a sublicense agreement, and the Potential Sublicensee has negotiated in good faith with Licensee, or (iii) Licensee fails to diligently proceed in good faith with the development, manufacture, and sale of Licensed Product in New Field according to the development plan of 3.3(b), as updated from time to time with the approval of The Regents, then The Regents may issue a non-exclusive sublicense to the Potential Sublicensee, limited to the New Field; provided that Licensee does not notify The Regents that it owns or controls issued patent claims, which patent claims are valid and would dominate use of the Regents' Patent Rights in the New Field. Such sublicense to the Potential Sublicensee shall have royalty rate(s) (including with respect to sublicensing revenue) which are no more favorable than those set forth herein. 3.4 Upon termination of this AGREEMENT Agreement for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is sublicenses of The Regents' Patent Rights not then currently in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and material breach, will be assigned to REGENTSThe Regents, except at the request of the sublicensee; provided that REGENTS the duties of The Regents under the assigned sublicenses will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond greater than the duties and obligations of REGENTS set forth in The Regents under this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third partiesAgreement, and 2) information which originates with REGENTS’ personnel who do the rights of The Regents under the assigned sublicenses will not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for be less than the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE rights of The Regents under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtyAgreement.

Sublicenses. 4.1 REGENTS also grants to (a) LICENSEE will have the right to SUBLICENSE sublicense to AFFILIATES and third parties party sublicensees (“SUBLICENSEES”) the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHODrights granted in Article 3.1, provided that LICENSEE has current exclusive rights under this AGREEMENT at Agreement, and provided that LICENSEE pays to REGENTS a percentage equal to a *** of the time SUBLICENSE FEES within *** following execution of sublicensing. Every such SUBLICENSE will includeany sublicense agreement. (b) In addition, LICENSEE shall, within the *** following execution of any sublicense agreement, cause to be issued, to REGENTS or its nominee, a stock purchase warrant entitling REGENTS to purchase common stock in LICENSEE as follows: (ai) a REGENTS shall have the right to purchase up to *** shares of KineMed, Inc. common stock; (ii) purchase price shall be equal to *** per share; U.C. Case Nos.: *** Exclusive license/Kinemed, Inc. 8 CONFIDENTIAL (iii) REGENTS shall be entitled to apply towards the above-referenced purchase warrant, any royalties or SUBLICENSE FEES owing from LICENSEE to REGENTS arising out of one or more sublicenses, as set forth in 4.1.(a); and; (iv) the warrant set forth herein may not be exercised after 5:00 p.m. Pacific Standard time, on December 31, 2010 and; (v) if the REGENTS’ Office of the President approval to accept equity under this Agreement is not obtained, then LICENSEE shall pay to REGENTS ***; (vi) if LICENSEE is publicly traded when the sublicense fee is due to REGENTS, REGENTS shall be entitled to apply towards the above-referenced purchase warrant, paper profits from stock appreciation. (c) Every such sublicense will contain at least the following: (i) A statement setting forth the date upon which LICENSEE's ’s exclusive rights, privileges, and license hereunder will expire;. (bii) as applicableA statement such that, all to the rights of, and require the performance of all the obligations due to, REGENTS (and, if extent applicable, the United States Government) under obligations of this AGREEMENT other Agreement will be binding upon the SUBLICENSEE as if it were in place of LICENSEE, except that: a. Earned royalty rate and minimum royalties may be at higher rates than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES Agreement; and b. SUBLICENSEE(s) will be precluded from granting further sublicenses. U.C. Case Nos.: *** Exclusive license/Kinemed, Inc. 9 CONFIDENTIAL (eiii) the The same provision for indemnification of REGENTS as has been provided for in this AGREEMENTAgreement. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE sublicense granted hereunder and furnish to REGENTS a copy summary of the material financial terms of each such SUBLICENSE AGREEMENTsublicense agreement within *** of the execution thereof. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 4.3 Upon termination of this AGREEMENT Agreement for any reason, all SUBLICENSES sublicenses that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination Agreement will remain in effect and will be assigned to REGENTSREGENTS to the extent permissible under such sublicenses, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs sublicenses that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENTAgreement. 4.8 4.4 LICENSEE will make commercially reasonable efforts to collect and will guarantee payment of SUBLICENSE FEES actually received and due REGENTS from SUBLICENSEES; and deliver all reports due REGENTS and received from SUBLICENSEES. 4.5 If REGENTS (to the extent of 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 the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, USE but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then the REGENTS, as represented by the Office of Technology Licensing, shall give written notice to the LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ REGENTS personnel who do not assent to its disclosure to LICENSEE. . 4.6 LICENSEE shall have ninety (90) *** days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. . 4.7 If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports a Progress Report every *** to REGENTS pursuant to Article 8. Paragraph 8.1. 4.8 If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE sublicense under this AGREEMENTAgreement, then the LICENSEE shall report the request to REGENTS within thirty (30) *** days from the date of such written request. If the request results in a SUBLICENSEsublicense, then LICENSEE shall report it to REGENTS pursuant to Paragraph 4.3. 4.2. 4.9 If the LICENSEE refuses to grant a SUBLICENSE sublicense to the third party, then within thirty*** days after such refusal the LICENSEE shall submit to 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 REGENTS, at its sole discretion, determines that the terms of the sublicense proposed by the third party are reasonable under the circumstances, then REGENTS shall have the right to grant to the third party a sublicense to make, have made, use, sell, offer for sale and import LICENSED PRODUCTS for use in the LICENSED FIELD-OF-USE at substantially the same terms last proposed to LICENSEE by the third party providing royalty rates are at least equal to those paid by LICENSEE.

Sublicenses. 4.1 REGENTS also grants 4.1. Any sublicense by LICENSEE of the rights granted to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights it under this AGREEMENT at shall comply with the time provisions of sublicensingSections 4.2, 4.3 and 4.4. 4.2. Every such SUBLICENSE will include: (a) a statement setting forth Subject to Section 4.5, any sublicense granted by LICENSEE shall include terms under which the date upon which SUBLICENSEE agrees with the LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) shall include provisions in favor of LICENSEE, as applicablesublicensor thereunder, all substantially the rights ofsame as are provided in Section 7.1, Section 7.2, Section 7.3, Section 7.4, Article 8, Section 9.1, Section 9.2, Section 10.6, Article 12 and require the performance Article 14 of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights with respect to the subject matter of such sublicense and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth related definitions in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 . LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS provide YALE with a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of sublicense agreement (and all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this caseamendments thereof) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS within thirty (30) days of execution of such agreement or amendment. LICENSEE shall not be responsible for the performance of any SUBLICENSEE under any such sublicense and shall be obligated to pay Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. royalties and other amounts that arise from such sublicense and are due to YALE only as and to the extent such SUBLICENSEE pays the same to LICENSEE. 4.3. LICENSEE shall pay royalties to YALE on NET SALES of SUBLICENSEES based on the same royalty rate as apply to NET SALES by LICENSEE and its AFFILIATES under Article 6, regardless of the royalty rates payable by SUBLICENSEES to LICENSEE under a sublicense agreement. In addition, LICENSEE shall pay to YALE [**] Percent ([**]%) of any SUBLICENSE INCOME. 4.4. LICENSEE agrees that it shall: (a) within thirty (30) days of execution by the parties, provide YALE with a copy of any amendments to sublicenses granted by LICENSEE under this AGREEMENT, and within thirty (30) days after termination of any sublicense, notify YALE of such termination; and (b) within thirty (30) days of receipt, provide complete copies of all reports provided to LICENSEE by SUBLICENSEES pursuant to any sublicense; provided, however, that LICENSEE may omit or redact from the date copies so provided to YALE any portion of the reports of a SUBLICENSEE which portion contains information that LICENSEE would not have otherwise been required to report to YALE under Section 7.3 if such report were provided by LICENSEE directly; and (c) use commercially reasonable efforts to seek compliance in all material respects by each SUBLICENSEE with the terms of the sublicense to which such SUBLICENSEE is a party. 4.5. If LICENSEE proposes to enter into a sublicense that does not include terms that require SUBLICENSEE thereunder to agree substantially as provided in Sections 7.1 and 7.2 of this AGREEMENT (and the related definitions) with respect to the subject matter of such written request. If the request results in a SUBLICENSEsublicense, then LICENSEE shall report it submit the proposed form of such sublicense to REGENTS pursuant YALE for review and approval prior to Paragraph 4.3entering into such sublicense. If LICENSEE refuses to grant a SUBLICENSE YALE’s review and approval of any such sublicense shall be limited to the third partyterms of the due diligence obligations of SUBLICENSEE thereunder, then provided that such sublicense otherwise complies with the requirements of Sections 4.2 and 4.3 of this AGREEMENT. YALE shall notify LICENSEE of any objections it may have to the due diligence terms of a proposed sublicense within thirtyfifteen (15) days after LICENSEE submits such sublicense to YALE for its review and approval, and LICENSEE shall notify YALE of LICENSEE’s response to said objections within fifteen (15) days after receipt of YALE’s objections. YALE shall not unreasonably withhold its consent to any such sublicense provided that LICENSEE substantively responds to YALE’s objections.

Sublicenses. 4.1 REGENTS also grants to LICENSEE The license granted in Section 2.01 above shall include the right to SUBLICENSE to AFFILIATES and third parties grant written sublicenses. All sublicenses must comply with the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will includefollowing: (a) LICENSEE shall deliver to UNIVERSITY a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, true and license hereunder will expire; (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a correct copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as fully executed sublicense granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTSand any modification or termination thereof, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS within thirty (30) days after execution, modification, or termination. (b) LICENSEE shall deliver to UNIVERSITY copies of all reports due to LICENSEE from the date SUBLICENSEE within thirty (30) days receipt of such written reports by LICENSEE. (c) LICENSEE shall, at such times as UNIVERSITY directs and at UNIVERSITY’s request, permit the inspection of SUBLICENSEE’s records by an independent certified public accountant from a "big-4" accounting firm selected by UNIVERSITY under the terms of Section 4.03. (d) No sublicense shall relieve LICENSEE of its representations, warranties, or obligations under this AGREEMENT. If the request results in a SUBLICENSE, then LICENSEE shall report it be responsible to REGENTS pursuant UNIVERSITY for the performance of its SUBLICENSEES under each sublicense agreement granting rights to Paragraph 4.3any PATENT RIGHTS. If LICENSEE refuses to grant a SUBLICENSE hereby guarantees each SUBLICENSEE’s compliance with the terms and conditions of the license granted by UNIVERSITY under this AGREEMENT, including but not limited to the third partypayment of all fees and royalties that would be due to UNIVERSITY from LICENSEE arising from SUBLICENSEE’s exercise of its rights under any sublicense agreement. (e) In the event of any inconsistency between this AGREEMENT and any sublicense agreement, then within thirtythe terms and conditions of this AGREEMENT shall prevail. LICENSEE shall require that any sublicense agreement: (i) be consistent with the terms, conditions, covenants, warranties, representations, limitations, obligations, and duties of LICENSEE under this AGREEMENT; (ii) contain express provisions under which the SUBLICENSEE expressly accepts duties and obligations at least equivalent to those accepted by the LICENSEE in the following sections of this AGREEMENT: Section 2.03 (reserved rights), Section 2.05 (publication), Section 3.10 (challenge to patent rights), Section 4.02 (reporting), Section 4.03 (records), Section 6.01 (indemnity), Section 6.02 (insurance), Section 6.03 (disclaimer of warranties), Section 6.05 (damages exclusion/ limitation of remedies), Section 6.07 (sublicenses) Section 1.01 (marking), Section 11.01 (compliance with laws / export controls), Section 11.02 (university name), and Section 11.10 (severability). (f) The Sublicensee will be entitled to further sublicense its rights under such Sublicense agreement (without limitation as to the number of further Sublicensees) subject to full satisfaction of the terms and conditions of this Agreement applicable to sublicenses (each a "Further Sublicensee"). The Sublicensee (and each Further Sublicensee) will be entitled to assign the Sublicense agreement without the prior written consent of the University, and the terms of this Section 2.02 shall apply to each Further Sublicensee mutatis mutandis.

Sublicenses. 4.1 REGENTS also grants to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: (a) Subject to the terms of this Section 2.3(a), Licensee may sublicense on a statement setting non-exclusive basis; except for fields of use that are more limited than the field of use set forth in Section 2.1(a) and Section 2.2(a), the date upon which LICENSEE's exclusive rightsLicensed Intellectual Property solely to 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, privileges(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 terms of this Agreement, and license (iii) each sublicense granted to a third party must: (a) include a written agreement by the applicable sublicensee to assume and otherwise comply with all of the obligations of Licensee hereunder will expire;with regard to the Licensed Intellectual Property and (b) other than sublicenses granted to third parties in the ordinary course of business, be approved in writing by Licensor (such approval not to be unreasonably withheld, delayed, or conditioned). (b) With respect to each sublicense granted pursuant to Section 2.3(a), so long as applicable, all the rights ofPermitted Sublicensee is not in default (beyond any period given to cure such default) under its sublicense, and require the performance terms of all such sublicense comply with the obligations due to, REGENTS (and, if applicablerequirements of this Agreement, the United States Government) under this AGREEMENT other than those Permitted Sublicensee’s respective rights to use the Licensed Intellectual Property shall survive any Termination Event, and Licensee’s rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at under the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES relevant sublicense shall be deemed assigned to Licensor upon such Termination Event, such assignment to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT effective as of the date of such termination will remain in effect and will be of this Agreement (the “Sublicense Assignment Effective Date”). To the extent that a sublicense is assigned to REGENTSLicensor pursuant to this Section 2.3(b), except that REGENTS will not be bound Licensor shall assume Licensee’s obligations under such sublicense from and after the Sublicense Assignment Effective Date. Except, if applicable, with respect to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond sublicensee defaults occurring after the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (Sublicense Assignment Effective Date, Licensee shall require each sublicensee to comply with the extent terms of the actual knowledge of applicable sublicense and the licensing professional responsible for administration terms of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice Agreement applicable to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third partiessublicensees, and 2) information which originates Licensee shall be liable to Licensor for any non-compliance by any sublicensee with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer any such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtyterms.

Sublicenses. 4.1 REGENTS also grants 5.1 Subject to LICENSEE the right this Article and Paragraph 2.3, Licensee may grant sublicenses pursuant to SUBLICENSE to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHODwritten sublicense agreements, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every each sublicense agreement contains a provision that such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, sublicense and license hereunder will expire; (b) as applicable, all the rights of, thereby granted are personal to the Sublicensee and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights such sublicense may not be further assigned or sublicensed. Licensee agrees to deliver to LSU a true and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a correct copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted and every sublicense agreement entered into by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS 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 terms, conditions and limitations of this Agreement, including but not limited to the same protections for LSU’s name, export compliance, insurance requirement, disclaimers, and indemnification as set forth herein. 5.3 As provided in Paragraph 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. 5.4 Should Licensee grant any sublicense in accordance with this Article 5, Licensee shall pay LSU a cash amount equivalent to a percentage of any sublicensing consideration paid by 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 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 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. 5.5 Licensee acknowledges and agrees that (i) the use of a sublicense shall not relieve the Licensee of any of its obligations, duties or limitations under this Agreement; and (ii) any action or omission of a Sublicensee shall have the same consequence or effect as if such written request. If the request results in a SUBLICENSEaction or omission was Licensee’s own. 5.6 Sublicenses to Affiliates shall be subject to this Article 5, then LICENSEE shall report it to REGENTS pursuant to except for Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty5.4.

Sublicenses. 4.1 REGENTS also grants (i) Within the limits of the express rights and licenses granted by Licensor under this Article 2, and subject to LICENSEE the restrictions in this Article 2, Licensee may grant a limited sublicense and disclose the Licensed IP to (1) any of its Affiliates, if such Affiliate agrees in writing to comply with the same obligations as Licensee hereunder as if such Affiliate were named in the place of Licensee; (2) any of its manufacturers, suppliers, service providers and other contractors solely to the extent reasonably necessary for the procurement by Licensee of Licensed Products and/or related services for Licensee from such Persons, if such Person agrees in writing to comply with the applicable obligations of Licensee hereunder; (3) Licensee’s customers, distributors, resellers, OEMs, sales representatives, and other business partners solely to the extent reasonably necessary for the use, marketing, and resale of Licensed Products manufactured by or for Licensee (including the right to SUBLICENSE further grant sublicenses throughout the chain of distribution with respect to AFFILIATES software that is a Licensed Product); (4) [*] and third parties any of its Affiliates for use only in connection with (A) the right to make, use, offer DSWM Chip; and (B) any derivative products thereof that are developed by or for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHODLicensee, provided that LICENSEE has exclusive rights under this AGREEMENT at [*] agrees in writing to comply with the time applicable obligations of sublicensing. Every such SUBLICENSE will include: Licensee hereunder (aincluding the foregoing restriction); and (5) in connection with Licensee’s divestiture of a statement setting forth business or product line to the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) extent relating to a Divested Licensed Product as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS Section 8.2(b). Except as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations expressly set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth foregoing subsection (3) or in this AGREEMENTSection 8.2(b), no sublicensee shall have further sublicense rights. 4.8 If REGENTS (to the extent ii) Licensee agrees that it will not make any portion of the actual knowledge Licensed IP available to any such third Person except under terms and conditions (including confidentiality, use and disclosure restrictions) used by Licensee to protect its own intellectual property and proprietary information of a similar nature in the ordinary course of business and identifying the Licensed IP as being owned by Licensor. Without limiting the generality of Section 2.8(i) above, the Patent rights granted hereunder to Licensee or otherwise under this Agreement do not include foundry or manufacturing activities for the products of third parties and may not be exercised by Licensee in a manner such that the exercise of Licensee's procurement rights is a sham or laundering scheme to effect the licensing of the licensing professional responsible Licensed Patents to a third Person and not for administration bona fide business purposes of this case) or Licensee. Notwithstanding the foregoing, for the avoidance of doubt, Licensee may exercise the rights granted to it hereunder under the Licensed Patents with respect to Licensed Products that are co-developed by Licensee and a third party discovers and notifies that licensing professional that the INVENTION (where Licensee’s contribution to such development is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtymaterial).

Sublicenses. 4.1 REGENTS also grants to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: (a1) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this LICENSE AGREEMENT as a whole or the BUTAMAX PATENT TERM for any reason, : (i) GEVO shall provide BUTAMAX with copies of all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is sublicense agreements then in compliance effect with its SUBLICENSE AGREEMENT as of the date of AFFILIATES and other GEVO SUBLICENSEES, (ii) all such termination will sublicense agreements between GEVO and its AFFILIATES and other GEVO SUBLICENSEES shall remain in effect in accordance with their terms (and, for the avoidance of doubt, shall not be terminated as a result of the termination of this LICENSE AGREEMENT as a whole or the BUTAMAX PATENT TERM), and will be assigned (iii) GEVO shall assign and transfer all of its rights and obligations under each such sublicense agreement (to REGENTS, the extent relating to BUTAMAX PATENTS) to BUTAMAX and BUTAMAX shall assume all of such rights and obligations under each such sublicense agreement (except that REGENTS will BUTAMAX shall not be bound to perform any duties or obligations set forth in any SUBLICENSEs sublicense agreements that extend beyond the duties and obligations of REGENTS BUTAMAX set forth in this LICENSE AGREEMENT). For the avoidance of doubt, GEVO’s obligations to pay BUTAMAX royalties under Section 3(a) and TECHNOLOGY FEES (if any) under Section 3(c) on behalf of GEVO itself, its AFFILIATES and other GEVO SUBLICENSEES shall survive each such assignment and assumption (including such royalties and TECHNOLOGY FEES (if any) relating to activities after the effective date of each such assignment and assumption) until all such royalties and TECHNOLOGY FEES (if any) are paid in full; provided, that in no event shall GEVO be held to account to BUTAMAX for such royalties and TECHNOLOGY FEES (if any) relating to activities after the effective date of each such assignment and assumption unless and until BUTAMAX has LEGAL_US_W # 82848909.3 70 used its commercially reasonable efforts to collect such royalties or TECHNOLOGY FEES (if any) from the applicable GEVO SUBLICENSEE and has not received such royalties or TECHNOLOGY FEES (if any) from such GEVO SUBLICENSEE directly within six (6) months from the applicable due date for such amounts relating to activities after the effective date of each such assignment and assumption. 4.8 If REGENTS (2) Upon termination of this LICENSE AGREEMENT as a whole or the GEVO PATENT TERM for any reason: (i) BUTAMAX shall provide GEVO with copies of all sublicense agreements then in effect with its AFFILIATES and other BUTAMAX SUBLICENSEES, (ii) all such sublicense agreements between BUTAMAX and its AFFILIATES and other BUTAMAX SUBLICENSEES shall remain in effect in accordance with their terms (and, for the avoidance of doubt, shall not be terminated as a result of the termination of this LICENSE AGREEMENT as a whole or the GEVO PATENT TERM), and (iii) BUTAMAX shall assign and transfer all of its rights and obligations under each such sublicense agreement (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice relating to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(iesBUTAMAX PATENTS) to develop GEVO and commercialize GEVO shall assume all of such rights and obligations under each such sublicense agreement (except that GEVO shall not be bound to perform any obligations set forth in any sublicense agreements that extend beyond the proposed LICENSED PRODUCTS obligations of GEVO set forth in this LICENSE AGREEMENT). For the avoidance of doubt, BUTMAX’s obligations to pay GEVO royalties under Section 3(b) on behalf of BUTAMAX itself, its AFFILIATES and other BUTAMAX SUBLICENSEES shall survive each such assignment and assumption (including such royalties relating to activities after the effective date of each such assignment and assumption) until all such royalties are paid in full; provided, that in no event shall BUTAMAX be held to account to GEVO for such royalties relating to activities after the new application. If REGENTS is successful in finding a third party, it shall refer effective date of each such third party assignment and assumption unless and until GEVO has used its LEGAL_US_W # 82848909.3 71 commercially reasonable efforts to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS within thirty (30) days collect such royalties from the applicable BUTAMAX SUBLICENSEE and has not received such royalties from such BUTAMAX SUBLICENSEE directly within six (6) months from the applicable due date for such amounts relating to activities after the effective date of each such written request. If the request results in a SUBLICENSE, then LICENSEE shall report it to REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtyassignment and assumption.

Sublicenses. 4.1 REGENTS also grants to LICENSEE will have the right to SUBLICENSE sublicense to AFFILIATES and third parties the right to make, have made, use, import, offer for SALE, import, sale and SELL sell LICENSED PRODUCTS and LICENSED SERVICES, PRODUCT(S) and to practice the REGENTS’ PATENT RIGHTS and LICENSED METHODMETHOD(S), provided that LICENSEE has current exclusive rights under this AGREEMENT at the time of sublicensingAGREEMENT. Every such SUBLICENSE sublicense will includeprovide: (a) a A statement setting forth the date upon which LICENSEE's ’s exclusive rights, privileges, and license hereunder will expire; (b) as applicableA statement such that, all to the rights of, and require the performance of all the obligations due to, REGENTS (and, if extent applicable, the United States Government) under non-payment obligations of this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty)will be binding upon the sublicensee; but subject further to Section 4.5 below, and; (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty Payment obligations to REGENTS may be at the higher rates and bases set forth in than this AGREEMENT, and; (d) a prohibition on the grant SUBLICENSEE(s) will be precluded from granting further sublicenses other than to affiliates of further SUBLICENSES ; andsuch sublicensee(s); (e) the The same provision for indemnification of REGENTS and the HHMI as has been provided for in this AGREEMENT. In the event that LICENSEE determines, in its sole reasonable discretion, that it is not commercially and/or scientifically feasible to practice the rights granted hereunder without certain third party rights, LICENSEE may enter into an agreement with such third party pursuant to which LICENSEE sublicenses to such third party the rights licensed hereunder in exchange for such third party rights and each such sublicense need not require any payment obligation on the part of such third party. 4.2 If LICENSEE will enters into any sublicensing agreement under the REGENTS’ PATENT RIGHTS, LICENSEE shall pay to REGENTS the following (as applicable): (a) [*] percent ( ([*]%) of the SUBLICENSING FEES actually received by LICENSEE under such a sublicense agreement where the sublicensed rights are solely to REGENTS’ PATENT RIGHTS; or (b) [*] percent ([*]%) of SUBLICENSING FEES actually received by LICENSEE under any cash considerationother sublicense agreement (a sublicense agreement that is not subject to Art. 4.2(a) above) where, and for example, the sublicensed rights include not only REGENTS’ PATENT RIGHTS but also rights licensed under LICENSEE’s patents or technology and/or the conduct of the cash equivalent of all research by LICENSEE and/or rights sublicensed under other consideration, due to LICENSEE for the grant of rights under each SUBLICENSEthird party rights. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE sublicense granted hereunder and furnish to REGENTS a copy summary of the material terms of each such SUBLICENSE AGREEMENTsublicense agreement. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEESsublicensees. 4.7 4.5 Upon termination of this AGREEMENT for any reason, all SUBLICENSES sublicenses that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, REGENTS except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs sublicenses that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT, and the LICENSEE’s obligations to the Regents hereunder will be binding upon the sublicensee. 4.8 4.6 LICENSEE agrees to mandatory sublicensing provisions as follows: (a) If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE[*], then the REGENTS, as represented by the Office of Technology Licensing, shall may give written notice to the LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which that originates with REGENTS’ REGENTS personnel who do not assent to its disclosure to LICENSEE; and, provided that REGENTS shall not invoke the mandatory sublicensing provisions of this Article 4.5 without having provided such written notice to LICENSEE. LICENSEE Such written notice shall have include, without limitation, sufficient details of the proposed application to permit meaningful evaluation by LICENSEE. (b) Within ninety (90) days to give REGENTS after LICENSEE receives such written notice from REGENTS, LICENSEE shall give written notice to REGENTS stating whether LICENSEE elects to develop LICENSED PRODUCTS or LICENSED METHODS for the new application. . (c) If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS or LICENSED METHOD for the new application, LICENSEE shall submit a progress reports report every six months to REGENTS pursuant to Article 8. . (d) If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS or LICENSED METHOD for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS or LICENSED METHOD for the new application. If REGENTS is successful in finding a Renovis, Inc. B98-031, B98-006, B94-002 Page 9 CONFIDENTIAL third party, it shall refer such third party to LICENSEE. If the third party requests requests, in writing, a SUBLICENSE sublicense under this AGREEMENT, then the LICENSEE shall enter into good faith negotiations with the third party and the LICENSEE shall report the request to REGENTS in writing within thirty (30) days from the date of such written request, provided that LICENSEE shall have no obligation to enter into such negotiations and REGENTS shall not invoke Article 4.5(e) until the earlier of one (1) year from the Effective Date of this AGREEMENT or the receipt by REGENTS of two or more requests for a sublicense under REGENTS’ PATENT RIGHTS. If the request by the third party results in a SUBLICENSEsublicense, then LICENSEE shall report it to REGENTS pursuant to Paragraph 4.3Article 4.2. (e) If negotiations between LICENSEE and any such third party end after sixty (60) days without agreement, within thirty (30) days after such end of negotiations, the LICENSEE shall submit to REGENTS a report specifying the license terms proposed by the LICENSEE and refused by the third party. If REGENTS determines that LICENSEE’s proposed terms are reasonable under the circumstances, no further negotiations are required, and LICENSEE refuses shall have no further obligation to grant a SUBLICENSE sublicense to such third party with respect to such new application. If, however, REGENTS determines otherwise, REGENTS and LICENSEE will prepare a mutually agreed upon counter-proposal to such third party. If such third party rejects the counter-proposal, LICENSEE shall have no obligation to pursue further negotiations and sublicensing of such third party with respect to such new application. If REGENTS and LICENSEE are unable to agree on a counter-proposal, then REGENTS may unilaterally make such a counter-proposal, and, if successful, issue resultant license directly to the third partyparty in a field of use to allow the third party to practice the INVENTION to commercialize the new application, then within thirtyand may amend this AGREEMENT to exclude such field of use.

Sublicenses. 4.1 REGENTS also grants to 8.1 LICENSEE shall have the right to SUBLICENSE grant SUBLICENSES subject to AFFILIATES the terms and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under conditions of this AGREEMENT at as stated in Article II and as defined in this Article VIII. AFFILIATES shall have no licenses under the time LICENSED PATENTS unless such AFFILIATES are granted a SUBLICENSE. All SUBLICENSES will include all of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and will require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) LICENSOR under this AGREEMENT other than those rights and obligations specified in Article 5 Appendix B Section 2 (License Issue Fee), Appendix B Section 3 (Patent Prosecution Costs) and Paragraph 6.5 Appendix B Section 7 (minimum annual royalty); (cAnnual Minimum Payment) a provision requiring payment of royalties to LICENSEE in an amount this AGREEMENT. All SUBLICENSES also will contain provisions that either will require payments sufficient to permit allow the LICENSEE to meet its royalty obligations to REGENTS at the rates and bases LICENSOR as set forth in this AGREEMENT; (d) a prohibition Appendix B Sections 5 and 6. In addition to payment of royalties on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 NET SALES, LICENSEE will pay to REGENTS percent ( %LICENSOR a percentage, as specified in Appendix B Section 6, of SUBLICENSING REVENUES. SUBLICENSE terms and conditions shall reflect that any SUBLICENSEE(s) shall not further SUBLICENSE, without the approval of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 LICENSOR. For the purposes of this AGREEMENT, LICENSEE shall be responsible for the operations performance of all SUBLICENSEES shall be deemed with respect to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in SUBLICENSEES under this AGREEMENT. 4.8 8.2 If REGENTS LICENSEE licenses patent rights assigned to or otherwise acquired by it (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers “LICENSEE’S Patent Rights”), and notifies that licensing professional it believes, in good faith, that the INVENTION is useful for an application covered by recipient of such license will infringe LICENSED PATENTS in practicing the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE’S Patent Rights, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice LICENSEE will not separately grant a license to such recipient under LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests ’S Patent Rights without concurrently granting a SUBLICENSE under LICENSED PATENTS on the terms required under this AGREEMENT. In the event that LICENSOR and the LICENSEE each own an undivided interest in any LICENSED PATENTS licensed hereunder, then the LICENSEE shall report will not separately grant a license to any third party under its rights without concurrently granting a license under LICENSOR’S rights on the request to REGENTS terms and conditions described in this Article VIII. 8.3 The LICENSEE will notify LICENSOR of each SUBLICENSE granted hereunder and provide LICENSOR with a complete copy of each SUBLICENSE within thirty (30) days from of issuance of the SUBLICENSE. Royalties and a percentage of SUBLICENSING REVENUES owed to LICENSOR will be paid to LICENSOR on or before the due date of the royalty report applicable, as per Article V, to the CALENDAR QUARTER in which consideration was due and owing to the LICENSEE under the SUBLICENSE. The LICENSEE will require SUBLICENSEES to provide it with copies of all Progress Reports and royalty reports in accordance with the provisions herein, and the LICENSEE will collect and deliver to LICENSOR all such written request. If the request results in a SUBLICENSE, then reports due from SUBLICENSEES. 8.4 LICENSEE shall report it to REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a cause every SUBLICENSE to provide LICENSEE the third partyright to assign its rights under the sublicense to LICENSOR in the event that this AGREEMENT terminates. All SUBLICENSES granted by LICENSEE hereunder shall survive termination of this AGREEMENT and will be assigned to LICENSOR in the event that this AGREEMENT terminates, then within thirtysubject to the approval of LICENSOR, such approval not to be unreasonably or untimely withheld. Further, LICENSOR will not be bound by any grant of rights broader than or will not be required to perform any obligation other than those rights and obligations contained in this AGREEMENT. Moreover, LICENSOR will have the sole right to modify each such assigned SUBLICENSE to include all of the rights of LICENSOR that are contained in this AGREEMENT, including the payment of royalties directly to LICENSOR, minimum annual royalties and reimbursement of patent prosecution costs, as per Appendix B.

Sublicenses. Section 4.1 REGENTS also LICENSOR hereby grants to LICENSEE the right to SUBLICENSE to AFFILIATES and enter into sublicensing agreements with third parties (hereinafter referred to as “SUBLICENSEES”) to the right to make, use, offer for SALE, import, extent of LICENSEE’S rights under the grant provided in Section 2.1 and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has current exclusive license rights, pursuant to Section 3.2, to the PATENT RIGHTS to which the sublicense applies, with respect to the portion of the Field of Use and TERRITORY to which the sublicense relates. Upon any termination of this AGREEMENT, each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS shall also terminate, unless: (a) the sublicense is subject to all of the terms and conditions of this AGREEMENT and incorporates all of the terms and conditions hereof which are protective of and beneficial to LICENSOR, which incorporation can be made by reference, (b) LICENSOR has received a copy of the sublicense and related information as provided under Section 4.4 below; (c) SUBLICENSEE is in good standing with all the terms and conditions of the sublicense and LICENSEE is not in current breach of the sublicense; (d) all of the rights and benefits due LICENSEE under the sublicense are directed to LICENSOR; (e) LICENSOR shall not be liable, financially or otherwise, for any existing or potential breach or liability of LICENSEE under the sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this Agreement; and (g) the payments due to LICENSOR from SUBLICENSEE under the sublicense shall be no less than the payments LICENSEE is obligated under this AGREEMENT Agreement to pay to LICENSOR with respect to the sublicense. If each of these qualifications is met, and the SUBLICENSEE desires for the sublicense to survive, the SUBLICENSEE and LICENSOR shall enter a letter of understanding, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a direct contract relationship for the sublicense. In addition, LICENSOR shall negotiate in good faith with any other SUBLICENSEE in good standing at the time of sublicensing. Every such SUBLICENSE will include:termination for a license. (a) Section 4.2 Any sublicense granted by LICENSEE to a statement setting forth SUBLICENSEE shall be subject to all of the date upon which LICENSEE's exclusive rights, privilegesterms and conditions of this AGREEMENT, and license hereunder will expire;shall include an express provision to this effect. LICENSEE shall use commercially reasonable efforts to collect all payments due LICENSOR from SUBLICENSEES. (b) as applicable, all the rights of, and require the performance Section 4.3 LICENSEE shall pay to LICENSOR *** of all the obligations due to, REGENTS (and, if applicable, the United States Government) any lump-sum fee or advance payment received by LICENSEE from any SUBLICENSEE pursuant to a sublicense under this AGREEMENT other than those rights AGREEMENT, regardless of how the LICENSEE and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (SUBLICENSEE characterize such payments, including but not limited to license fees, minimum annual royalty); royalties, milestone payments, etc. (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision except for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due amounts paid to LICENSEE for the grant purpose of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder conducting research and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEEactivities). LICENSEE shall have ninety (90) days to give REGENTS not receive from SUBLICENSEES anything of value in lieu of cash payments in consideration for any sublicense under this AGREEMENT without the express prior written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the applicationpermission of LICENSOR. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new applicationIn addition, LICENSEE shall submit progress reports pay to REGENTS pursuant to Article 8LICENSOR a royalty on NET SALES made under any sublicense which royalty shall be *** NET SALES of services. If In the event a sublicense grant from LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use also incorporates technology licensed in the new application, REGENTS may seek (a) by LICENSEE from one or more third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENTparties, then LICENSEE shall report make a good faith allocation of the request lump-sum or advanced payments received by the LICENSEE for the sublicense, as well as all royalties payable pursuant to REGENTS such sublicense, as between the LICENSOR’S PATENT RIGHTS and third party technology also included in the sublicense, based on the relative values of the licensed technologies to the products or services generating the SUBLICENSEE’S NET SALES. The payments due LICENSOR under this Section 4.3 shall only apply to that portion of the amounts received by LICENSEE attributable to the LICENSOR’S PATENT RIGHTS, in accordance with LICENSEE’s good faith determination, so that the percentage of lump sums or advance payments due to LICENSOR will be determined by multiplying the percentage payment obligation referenced above by the portion of such lump sums or advanced payments attributable to the PATENT RIGHTS, and the royalty payable to LICENSOR with respect to royalties received by LICENSEE on NET SALES by the SUBLICENSEE will be based on the portion of such NET SALES attributable to the PATENT RIGHTS. LICENSOR may contest whether any determination by LICENSEE hereunder was made in good faith, pursuant to the dispute resolution procedure set forth in Article 28 of this Agreement. Section 4.4 LICENSEE shall within thirty (30) days of: (a) execution, provide LICENSOR with a copy of each sublicense granted by LICENSEE hereunder and any amendments thereto or terminations thereof; and (b) receipt, summarize and deliver copies of all reports due to LICENSEE from SUBLICENSEES with respect to license rights granted hereunder or NET SALES by SUBLICENSEE or royalties payable by SUBLICENSEE to LICENSEE. Section 4.5 In the event that LICENSOR receives a written request from Public Health Services to grant a RESEARCH LICENSE to a third party non-profit entity to use the PATENT RIGHTS, LICENSOR shall so notify LICENSEE, and LICENSEE agrees to negotiate in good faith to grant a RESEARCH LICENSE (in the form of a sublicense of the PATENT RIGHTS licensed by LICENSEE hereunder) to said third party non-profit entity on reasonable terms. If such negotiation has not been successfully completed within six (6) months from the date of LICENSEE first receives such written request. If , LICENSOR shall have the request results in a SUBLICENSE, then LICENSEE shall report it to REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses right to grant a SUBLICENSE RESEARCH LICENSE to the third partyparty non-profit entity. Section 4.6 The provisions of this AGREEMENT shall be construed so as to avoid any double counting on NET SALES (whether by LICENSEE or SUBLICENSEES) and royalty payments; that is, any NET SALES shall not be subject to two different royalty payment obligations. In furtherance of the foregoing, LICENSOR and LICENSEE agree that any NET SALES by SUBLICENSEE or attributed to or received by LICENSEE that are subject to the royalty payment provisions of Section 4.3 shall not also be subject to the royalty payment provisions of Section 6.1. In addition, to the extent that any lump sum fees or advanced payments received by LICENSEE from any SUBLICENSEE (of which LICENSEE is obligated to ** * LICENSOR pursuant to the first sentence of Section 4.3) represent an advance payment of, or are credited against, royalties charged by LICENSEE on NET SALES by such SUBLICENSEE, then within thirtythe maximum royalties on NET SALES payable pursuant to the third sentence of Section 4.3 shall be calculated net of the amount paid to LICENSOR pursuant to the first sentence of Section 4.3. Similarly, the provisions of Sections 6.1 and 6.5 of this Agreement regarding allocation of value between intellectual property subject to this Agreement and intellectual property not covered by this Agreement, and the allocation of value between products, services or components covered by this Agreement and products, services or components not covered by this Agreement, shall be construed so as to avoid all improper doubling-up of reductions from payments otherwise payable by LICENSEE to LICENSOR pursuant to the terms of this Agreement.

Sublicenses. 4.1 REGENTS also grants Licensee may grant a sublicense, option to LICENSEE sublicense, or any other right relating to any Licensed Technology to any of its Affiliates without the right to SUBLICENSE grant further sublicense rights to AFFILIATES 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 Licensed Technology to be validly granted to a Sublicensee, the Sublicense Agreement with such Sublicensee must be consistent with the following terms and third parties conditions of this Agreement, and will include provisions for the benefit of POZEN corresponding to Section 11 (Confidentiality), 14 (Limitation of Liability), 8.5 (Payments and Sales Reporting), and 8.6 (Records; Audit). Licensee will use Diligent Efforts to (i) procure the performance by any Sublicensee of the terms of each such Sublicense Agreement, and (ii) ensure that any Sublicensee will comply with the applicable terms and conditions of this Agreement. Licensee hereby guarantees the performance of its Affiliates and Sublicensees that are sublicensed as permitted herein, and the grant of any such sublicense will not relieve Licensee of its obligations under this Agreement, except to the extent they are satisfactorily performed by such Affiliate or Sublicensee. Notwithstanding the foregoing, Licensee will have the right to makesell POZEN Products through any distributors or sub-distributors of its choice, usewithout the need to obtain prior consent from POZEN, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights in carrying out its Commercialization activities under this AGREEMENT at the time of sublicensingAgreement. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rightsCONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, privilegesWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, and license hereunder will expire; (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtyHAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Sublicenses. 4.1 REGENTS also Subject to the limitations set forth in this Agreement and subject to the license granted to the U.S. Government, Regents hereby grants to LICENSEE Licensee the right to SUBLICENSE sublicense to AFFILIATES and third parties the right rights to make, have made, use, have used, sell, offer for SALEsale, importor have offered for sale, sell, have sold, import and SELL LICENSED PRODUCTS and LICENSED SERVICES, have imported Licensed Products and to practice LICENSED METHOD, or have practiced the Licensed Method provided that LICENSEE Licensee has current exclusive rights under this AGREEMENT at the time of sublicensingAgreement. Every such SUBLICENSE sublicense will includecontain at least the following: (a) a A statement setting forth the date upon which LICENSEE's Licensee’s exclusive rights, privileges, and license hereunder will expire;. (b) as applicableA statement such that, all to the rights of, and require the performance of all the obligations due to, REGENTS (and, if extent applicable, the United States Governmentobligations of this Agreement will be binding upon the sublicensee as if it were in place of Licensee, except that: i) under Earned royalty rate and minimum royalties may be at higher rates than this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES Agreement; and (eii) Sublicensees will be precluded from granting further sublicenses, except the sublicensees may grant further sublicenses to their Affiliates if each further sublicense complies with the requirements of this Section 4.1 as if the sublicense had been granted directly by Licensee. c) The same provision for indemnification of REGENTS Regents as has been provided for in this AGREEMENTAgreement. 4.2 LICENSEE will Licensee shall pay to REGENTS percent ( %) Regents [***] of any cash considerationGross Revenues received by Licensee in the form of up-front, signing or similar payments from sublicensees. Licensee shall pay Regents [***] of all Gross Revenues received by Licensee on Net Sales of Licensed Products by a sublicensee or its Affiliate. If Gross Revenues are paid to Licensee on Net Sales of Licensed Products by a sublicensee or its Affiliate and [***] of such Gross Revenues would be less than [***] of the cash equivalent Net Sales of all other considerationsuch Licensed Products, due *** Confidential treatment requested pursuant to LICENSEE a request for confidential treatment filed with the grant Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. Alien Technology Corporation Page 8 Exclusive License U.C. Case No.: B94-014 Confidential June 29, 1999 then Licensee shall pay Regents [***] of rights under each SUBLICENSEthe Net Sales of such Licensed Products when Licensee receives such Gross Revenues. 4.3 LICENSEE Licensee will notify REGENTS Regents of each SUBLICENSE sublicense granted hereunder and furnish to REGENTS Regents a copy summary of the material terms of each such SUBLICENSE AGREEMENTsublicense agreement. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE Licensee will collect and guarantee payment of all monies and other consideration royalties due REGENTS Regents from SUBLICENSEES, sublicensees; and deliver all reports due REGENTS Regents and received from SUBLICENSEESsublicensees. 4.7 4.5 Upon termination of this AGREEMENT Agreement for any reason, all SUBLICENSES sublicenses that are granted by LICENSEE Licensee pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination Agreement will remain in effect and will be assigned to REGENTS, Regents except that REGENTS Regents will not be bound to perform any duties or obligations set forth in any SUBLICENSEs sublicenses that extend beyond the duties and obligations of REGENTS Regents set forth in this AGREEMENTAgreement. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty

Sublicenses. 4.1 REGENTS also grants 3.1 Promicell may, on [***] days’ prior written notice to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to makeMSK, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) grant sublicenses as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on Article 3, and subject to the limitation of Section 8.3, provided that Promicell may only grant sublicenses under any of the CD28 Patent Rights, Manufacturing Patent Rights, and Licensed Know-How together with the grant of further SUBLICENSES ; and (e) a sublicense under both the CD33 Patent Rights and the IL-18 Patent Rights to the same provision Sublicensee for indemnification of REGENTS as has been provided for in this AGREEMENTthe same Licensed Product. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent 3.2 Promicell shall remain responsible for performance of all other considerationof its obligations under this Agreement, due to LICENSEE for notwithstanding the grant of rights under each SUBLICENSEany sublicense. Any sublicense shall by its terms bind the Sublicensee to all provisions of this Agreement that by their terms are capable of performance by a Sublicensee, including without limitation the restrictions, limitations, and obligations of Articles 2 (provided, however, that the sublicense may be narrower than the license in Section 2.2), 4, 12, and 13 and Sections 7.4, 10.1, 11.3, and 11.4. Promicell shall also ensure that any sublicense includes obligations of the Sublicensee that are sufficient to allow Promicell to comply with the terms of this Agreement. Any act or failure to act by a Sublicensee that, if it were committed by ▇▇▇▇▇▇▇▇▇ would be a breach of this Agreement, shall be considered a breach of this Agreement by Promicell. 4.3 LICENSEE will notify REGENTS 3.3 Promicell shall, within 30 days of each SUBLICENSE granted hereunder execution, provide to MSK a confidential, un-redacted copy of all sublicensing agreements entered into by Promicell that include the Patent Rights or Licensed Know-How, provided, however, that Promicell shall be permitted to redact from such copy any portions of the agreement or amendment that are unrelated to Patent Rights or Licensed Know-How or that are not reasonably necessary for MSK to verify Promicell’s compliance with the terms of this Agreement so long as Promicell makes available for inspection by MSK’s outside counsel or auditor, under confidentiality, the unredacted document for the purpose of confirming Promicell’s compliance with this Agreement and furnish to REGENTS the propriety of the redactions. Additionally, Promicell shall promptly provide MSK with a copy of each any notice of breach, termination, or the like sent to or received from a Sublicensee that involves obligations of such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except Sublicensee that are imposed as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes a result of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsibleAgreement. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty

Sublicenses. 4.1 REGENTS also 3.1 WSRC grants to LICENSEE the right to SUBLICENSE grant Sublicenses to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights and have practiced Licensed Products under this AGREEMENT at Agreement. However, such Sublicenses may be granted only under the time of sublicensing. Every such SUBLICENSE will includefollowing conditions: (a) Licensed Products sold or used in the United States shall be substantially manufactured in the United States; or (i) the Sublicensee has a statement setting forth business unit located in the date upon which LICENSEE's exclusive rightsUnited States and significant economic and technical benefits will flow to the United States as a result of the Sublicense agreement; and (ii) in sublicensing any entity that is subject to the control of a foreign company or government, privilegessaid entity shall be limited to the same extent as such foreign government permits United States agencies, organizations, or other persons to enter into cooperative R&D agreements and licensing agreements, and license hereunder will expire; has policies to protect United States intellectual property rights. If LICENSEE determines that neither conditions (a) nor (b) as applicablecan be met, all it must obtain written approval from WSRC prior to granting the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty);Sublicense. (c) a provision requiring payment Sublicenses which include the right to sell Licensed Products shall expressly exclude the right of royalties further sale without the express prior written approval of Licensor. Sublicensee's right to LICENSEE in an amount sufficient practice and have practiced WSRC Patent Rights (that is, to permit LICENSEE enter into use agreements with Sub-sublicensees) is not subject to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT;such limitation. (d) a prohibition on Sublicenses granted under this Article must contain all of the grant other conditions, restrictions and reservations of further SUBLICENSES ; and (e) this Agreement, except for those provisions related to License Issue Fees, and shall preserve the same provision for indemnification rights and reservations of REGENTS as has been provided for in this AGREEMENTWSRC and the DOE/Government existing hereunder. 4.2 3.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS shall provide WSRC with a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of any and all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect fully executed Sublicenses and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS Sub-sublicenses within thirty (30) days after execution of same. 3.3 LICENSEE shall collect payment of all royalties due WSRC from the date sale of such written request. If Licensed Products by any Sublicensees in accordance with Article 5 ("License Fees"); pay WSRC the request results amounts due and collected from Sublicensees in a SUBLICENSEtimely manner; and summarize and deliver to WSRC, then in accordance with Article 6 ("Records and Reports"), all reports required from Sublicensees as shall be pertinent to a royalty accounting under said Sublicense agreements. 3.4 LICENSEE shall report it not receive from Sublicensees anything of value in lieu of cash payments based upon payment obligations of any Sublicense under this License Agreement, without the express prior written approval of WSRC. 3.5 Termination of this License Agreement for any reason automatically operates as an assignment by LICENSEE to REGENTS pursuant WSRC of all of LICENSEE's rights, title and interest in and to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtyeach Sublicense granted.

Sublicenses. 4.1 REGENTS also grants With respect to LICENSEE the rights granted under Section 2.1 (a)(i) PMC shall have the right to SUBLICENSE grant sublicenses under this Agreement with the prior approval of VRI as to AFFILIATES and third parties the sublicensee, which approval shall not be unreasonably denied. With respect to the rights granted under Section 2.1(a)(ii), PMC shall have the right (without the approval of VRI) to makegrant a sublicense to one other party in any country where PMC is not selling or does not intend to sell Licensed Product. PMC shall advise VRI of the name of such sublicensee when such sublicensee is selected. The rights granted under Section 2.1(b) and (c) are not sublicensable, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and except to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time Affiliates of sublicensing. Every such SUBLICENSE will include:PMC. (a) In case of any sublicense by PMC or VRI of the rights and licenses granted in this Agreement, the sublicensee shall agree to be bound by the terms, obligations and conditions identical to those of Articles 6 and 10 and Sections 2.5 and 11.5 of this Agreement (substituting the name of the Sublicensee for that of the sublicensing party), with the other party being expressly made a statement setting forth the date upon which LICENSEE's exclusive rights, privilegesthird party beneficiary thereof, and license hereunder will expire;the sublicensing party shall be responsible for the performance by the appointed sublicensee of such terms, obligations and conditions. (b) as applicableEach sublicense agreement concluded by PMC will include a requirement that the sublicensee maintain records and permit inspection on terms essentially identical to Article 9.4 of this Agreement. At VRI's request, all PMC shall arrange for an independent certified accountant selected by VRI to inspect the rights of, records of its sublicensee(s) for the purpose of verifying royalties due to VRI and require shall cause such accountant to report the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty);results thereof to VRI. (c) All sublicenses granted for a provision requiring payment of royalties to LICENSEE Licensed Product or for the PMC immunoadjuvant Technology in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and country shall terminate upon termination of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE licenses granted hereunder and furnish with respect to REGENTS a copy such Licensed Product or to PMC Immunoadjuvant Technology as the case may be, provided that upon expiration of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes full term of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS Agreement pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party4.1, then within thirtyall parties shall have fully paid-up, non-cancelable licenses.

Sublicenses. 4.1 REGENTS 3.1 The Regents also grants to LICENSEE the Licensee the right to SUBLICENSE issue sublicenses to AFFILIATES and third parties the right to make, have made, use, sell, offer for SALE, import, to sell and SELL LICENSED PRODUCTS and LICENSED SERVICES, import Licensed Products and to practice LICENSED METHODLicensed Methods, as long as the Licensee has current exclusive rights thereto under this Agreement; provided that LICENSEE has exclusive rights under any sublicense granted prior to conversion of Licensee’s license to a nonexclusive license shall continue in effect on a nonexclusive basis during the term of this AGREEMENT at Agreement. To the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as extent applicable, sublicenses must include, at a minimum, all of the rights of, of and require the performance of all the obligations due to, REGENTS to The Regents (and, if applicable, the United States Government) under contained in this AGREEMENT Agreement, to the extent applicable to the sublicensee. In addition, Licensee shall pay to The Regents a percentage of all compensation received by Licensee from sublicensees other than those rights and obligations specified royalties on sales of Licensed Products in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE consideration for the grant of a sublicense under the Regents’ Patent Rights, as set forth in the following table, not to exceed a total of [***] in the aggregate (“Sublicense Revenue”): Sublicense revenue payments shall be due upon amounts received in the form of upfront fees and milestone payments, but shall not be due upon any amounts received as support for research and development activities, as a loan, for the purchase of an equity interest in the Licensee, as reimbursement for patent costs, as earned royalties on net sales, or as consideration for the grant of intellectual property rights and materials other than those claimed under each SUBLICENSERegents’ Patent Rights. Licensee may offset any payments made to The Regents pursuant to Section 7.3 against sublicense revenue payments due under this Section 3.1 for the same event. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS 3.2 The Licensee shall promptly provide The Regents with a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant sublicense issued, redacted to this AGREEMENT. 4.5 For exclude confidential information not reasonably necessary for The Regents to evaluate whether the purposes sublicense conforms to the requirements of this AGREEMENT, the operations of all SUBLICENSEES Agreement; shall be deemed use commercially reasonable efforts to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies payments due The Regents from sublicensees; and other consideration due REGENTS from SUBLICENSEES, shall summarize and deliver all reports due REGENTS and received The Regents from SUBLICENSEESsublicensees. 4.7 3.3 Upon termination of this AGREEMENT Agreement for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with The Regents, at its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensingsole discretion, shall give written notice determine whether the Licensee shall cancel or assign to LICENSEEThe Regents any and all sublicenses, except for: 1) information provided, however, that is subject prior to restrictions of confidentiality terminating any sublicense The Regents shall, upon request, discuss with third parties, and 2) information the sublicensee the terms under which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS such sublicensee may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer retain such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtysublicense.

Sublicenses. 4.1 REGENTS 3.1 The Regents also grants to LICENSEE the Licensee the right to SUBLICENSE sublicense to AFFILIATES and third parties (including to Affiliates and Joint Ventures) the rights granted to the Licensee hereunder, with no right to makefurther sublicense except as provided for in Paragraph 3.2 below, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE as long as the Licensee has current exclusive rights thereto under this AGREEMENT at the time Agreement. Each Sublicensee must be subject to a written sublicense agreement. All sublicenses will include all of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and will require the performance of all the obligations due to, REGENTS The Regents (and, if applicable, the United States Government) under this AGREEMENT Government and other sponsors), other than those rights and obligations specified in Article 5 6 (License Issue Fee), Article 7 (License Maintenance Fee) and Paragraph 6.5 9.5 (minimum annual royaltyMinimum Annual Royalty) and Paragraphs 22.3 and 22.5 (reimbursement of Patent Prosecution Costs); (c) a provision requiring payment . For the avoidance of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates doubt, Affiliates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will Joint Ventures shall have no licenses under REGENTS’ PATENT RIGHTS except as this Agreement unless such Affiliates and Joint Ventures are granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 a sublicense. For the purposes of this AGREEMENTAgreement, the operations of all SUBLICENSEES Sublicensees shall be deemed to be the operations of LICENSEEthe Licensee, for which LICENSEE the Licensee shall be responsible. 4.6 LICENSEE 3.2 Under the terms of each sublicense, each such Sublicensee shall have the limited right (as described below) to grant three (3) further sublicenses ("Further Sublicenses") to the Sublicensee’s affiliated companies and/or other third parties (each, a “Further Sublicensee”). Each Further Sublicensee shall also have the limited right to grant two (2) additional further sublicenses ("Additional Further Sublicenses") to an affiliated company and/or other third party (each an "Additional Further Sublicensee"). In each case the term "affiliated company" shall have the same definition as Affiliate in Section 1.1 of this Agreement, with the appropriate sublicensee substituted for Licensee in the definition. Such Further Sublicenses and Additional Further Sublicenses may only be granted to the extent that such Sublicensee or Further Sublicensee deems that they are reasonably needed for the development and commercialization of Licensed Products and the maximization of sales in accordance with this Agreement. Each Sublicensee and each permitted Further Sublicensee and Additional Further Sublicensee shall be subject to a written sublicense agreement that shall be consistent with and not in violation of all of the applicable terms, conditions, obligations, restrictions and other terms of this Agreement that protect or benefit The Regents’ (and, if applicable, the U.S. Government’s and other sponsors’) rights and interests. Licensee shall attach a copy of this Agreement to each sublicense issued under this Paragraph 3.2 and shall specify in the sublicense that the sublicensee must comply with the terms of the Agreement. Licensee may redact the following information from the Agreement, should it wish to do so: License Issue Fee, License Maintenance Fee, Earned Royalties and Minimum Royalties, Milestone Payments, Fees for Patent Rights Added After Effective Date and the Patent Rights not included in the sublicense. Licensee agrees that it shall require appropriate audited and auditable reporting from each Sublicensee, its Further Sublicensees and Additional Further Sublicensees to establish all amounts owed hereunder, and shall make such reports available to The Regents. Licensee shall require each Sublicensee to submit to Licensee progress reports and audited financial reports consistent with the Agreement, and each Sublicensee shall require each Further Sublicensee and Additional Further Sublicensee to submit such progress reports and audited financial reports to Sublicensee which it will deliver to Licensee. Licensee shall make these reports available to The Regents. Licensee shall require that each Sublicensee agree to indemnification procedures and insurance coverages consistent with the obligations imposed on Licensee by Article 25 of the Agreement. Licensee shall also require each Sublicensee to obtain comparable indemnification provisions from each Further Sublicensee and each Additional Further Sublicensee. 3.3 In the event that The Regents and the Licensee each own an undivided interest in any Patent Rights licensed hereunder, the Licensee will not separately grant a license to any third party under its rights without concurrently granting a license under The Regents' rights on the terms and conditions described in this Article 3 (Sublicenses). 3.4 The Licensee will notify The Regents of each sublicense granted hereunder and will provide The Regents with a complete copy of each sublicense (along with a summary of the material terms of each such sublicense) and each amendment to such sublicense within thirty (30) days after issuance of such sublicense or such amendment. The Licensee will collect from Sublicensees and pay to The Regents all fees, payments, royalties and the cash equivalent of any consideration due The Regents. The Licensee will guarantee all monies due The Regents from Sublicensees. For clarity, if the Licensee grants a sublicense that contains a provision for payment of royalties by any Sublicensee in an amount that is less than the Sublicensee Royalty required to be paid under Paragraph 8.2 below, then the Licensee will pay to The Regents a total amount equal to the Sublicensee Royalty based on the Sublicensees’ Net Sales as provided for in Paragraph 8.2. The Licensee will require Sublicensees to provide it with copies of all progress reports and royalty reports in accordance with the provisions herein and the Licensee will collect and guarantee payment of deliver all monies and other consideration such reports due REGENTS The Regents from SUBLICENSEESSublicensees. 3.5 If Licensee licenses patent rights assigned to or otherwise acquired by it ("Licensee's Patent Rights"), and deliver all reports due REGENTS and received from SUBLICENSEESit believes, in good faith, that the recipient of such license will infringe Patent Rights in practicing the Licensee's Patent Rights, then the Licensee will not separately grant a license to such recipient under Licensee's Patent Rights without concurrently granting a sublicense under Patent Rights on the terms required under this Agreement. 4.7 3.6 Upon any expiration or termination of this AGREEMENT Agreement for any reason, all SUBLICENSES that are sublicensed rights conveyed to any Sublicensee (but not Further Sublicensees or Additional Further Sublicensees), granted by LICENSEE pursuant to Article 3 of this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination Agreement will remain in effect and will be assumed by The Regents as binding obligations provided that (a) such Sublicensee is not in breach of its sublicense at the time of expiration or termination of this Agreement; (b) all of the terms of this Agreement are agreed to fully in writing by such Sublicensee; and (c) such Sublicensee acquires no rights from or obligations on the part of The Regents other than those that are specifically granted under this Agreement and such Sublicensee assumes all liability and obligations to The Regents required of Licensee by this Agreement with respect to The Regents' sublicensed rights, including past due obligations existing at the time of assignment of this Agreement by Licensee. Moreover, The Regents will have the sole right to modify each such assigned sublicense to REGENTSinclude all of the rights of The Regents (and, except if applicable, the United States Government and other sponsors) that REGENTS are contained in this Agreement, including the payment of Earned Royalties directly to The Regents by the Sublicensee as if it were the Licensee at a rate that is no lower than the rate set forth in Article 9 (Earned Royalties and Minimum Annual Royalties) in accordance with Article 5 (Payment Terms). If the Sublicensee fails to meet the above provisions described in this Paragraph 3.6 (a – c) then The Regents may terminate its sublicense, in accordance with Article 16 (Termination by The Regents). The Regents will not be bound to perform any duties or obligations set forth in any SUBLICENSEs sublicense that extend beyond the duties and obligations of REGENTS The Regents set forth in this AGREEMENTAgreement, and the Licensee’s obligations to The Regents hereunder will be binding upon the Sublicensee. 4.8 If REGENTS (3.7 In the event that the sublicense granted to the extent of the actual knowledge of the licensing professional responsible for administration of Sublicensee under this case) Agreement terminates or a third party discovers expires while this Agreement remains in effect, all Further Sublicenses and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed Additional Further Sublicenses shall automatically terminate or are not currently under development by LICENSEE, then REGENTSexpire, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtyappropriate.

Sublicenses. 4.1 REGENTS Any sublicense granted by LICENSEE shall include incorporate the terms of this agreement sufficient for LICENSEE to comply with this Agreement. LICENSEE will provide YALE with a copy of each Sublicense Agreement (and all amendments thereof) promptly after execution. LICENSEE shall also grants include provisions in all sublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against YALE or assists another party in bringing a PATENT CHALLENGE against YALE (except as required under a court order or subpoena) then LICENSEE shall terminate the sublicense. 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 any royalties or other payments provided for hereunder, regardless of whether the terms of any sublicense provide for such amounts to be paid by the SUBLICENSEE directly to YALE. A breach of this provision shall constitute a material breach that is subject to Article 3.1(b). 4.2 LICENSEE shall pay royalties to YALE on NET SALES of SUBLICENSEES based on the same royalty rate as apply to NET SALES by LICENSEE and its AFFILIATES, regardless of the royalty rates payable by SUBLICENSEES to LICENSEE under a sublicense agreement. In addition, LICENSEE shall pay to YALE [***] of any SUBLICENSE INCOME. *** Certain information on this page has been omitted and filed separately with the right Commission. Confidential treatment has been requested with respect to SUBLICENSE the omitted portions. 4.3 LICENSEE agrees that it has sole responsibility to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will includepromptly: (a) provide YALE with a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, copy of any amendments to sublicenses granted by LICENSEE under this Agreement and license hereunder will expire;to notify YALE of termination of any sublicense; and (b) as applicable, all the rights of, and require the performance include summaries of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified SUBLICENSEE progress in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty);accordance with Section 9. (c) a provision requiring payment provide copies of royalties sales reports provided to LICENSEE from the SUBLICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENTaccordance with Section 9. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except LICENSEE shall negotiate in good faith a sublicense to the LICENSED PATENTS on commercially reasonable terms with any interested third parties, excluding only third party products that are in direct competition with a LICENSED PRODUCT that has been disclosed to YALE and is identified by LICENSEE as granted by SUBLICENSE pursuant a LICENSED PRODUCT subject to this AGREEMENTAgreement. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment permitted to sublicense the LICENSE to its AFFILIATES on an AFFILIATE by AFFILIATE basis upon receipt by YALE of all monies and other consideration due REGENTS written notice from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USELICENSEE, but for which LICENSED PRODUCTS have such sublicense rights to an AFFILIATE shall not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, flow automatically and shall give only occur upon such written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtyYALE.

Sublicenses. 4.1 REGENTS also grants 4.1. LICENSEE shall have the full right to sublicense the rights granted to it under this Agreement, through one or more tiers, subject to the requirements of this Article 4. 4.2. Any sublicense granted by LICENSEE shall include substantially the same definitions and provisions on Due Diligence, Confidentiality and Publicity, Reporting Requirements, Indemnification, Insurance and Warranties, Patent Notices and Use of YALE’s Name, as are agreed to in this Agreement, and such other provisions as are needed to enable LICENSEE to comply with this Agreement. LICENSEE will provide YALE with a copy of each Sublicense Agreement (and all amendments thereof) promptly after execution. 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 any royalties or other payments provided for hereunder, regardless of whether the terms of any sublicense provide for such amounts to be paid by the SUBLICENSEE directly to YALE. A breach of this provision shall constitute a material breach that is subject to Article 13.1(b). 4.3. LICENSEE shall pay royalties to YALE on NET SALES of SUBLICENSEES based on the same royalty rate as apply to NET SALES by LICENSEE and its AFFILIATES, regardless of the royalty rates payable by SUBLICENSEES to LICENSEE the right under a sublicense agreement. In addition, LICENSEE shall pay to YALE Fifteen Per Cent (15%) of any SUBLICENSE INCOME. 4.4. LICENSEE agrees that it has sole responsibility to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will includepromptly: (a) provide YALE with a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, copy of any amendments to sublicenses granted by LICENSEE under this Agreement and license hereunder will expire;to notify YALE of termination of any sublicense; and (b) as applicable, all the rights of, summarize and require the performance deliver copies of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties reports provided to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty

Sublicenses. 4.1 REGENTS also grants to 8.1 LICENSEE shall have the right to SUBLICENSE seek SUBLICENSES subject to the terms and conditions of this Agreement as stated in Article II and as defined in this Article VIII. AFFILIATES shall have no licenses under the LICENSED PATENT RIGHTS unless such AFFILIATES are granted a SUBLICENSE. All SUBLICENSES will be consistent with and third parties subject to the applicable terms and conditions of this Agreement. SUBLICENSEES shall have the right to makefurther SUBLICENSE. For the purposes of this Agreement, usethe LICENSEE shall be responsible to LICENSOR for the acts and omissions of its SUBLICENSEES, offer for SALEincluding its SUBLICENSEES’ compliance with the applicable terms and conditions of this Agreement. Moreover, import, it is understood and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided agreed that if an AFFILIATE or a SUBLICENSEE meets or fulfills any or all of the obligations of LICENSEE has exclusive rights under this AGREEMENT at Agreement, and/or observes any of the time of sublicensingterms or conditions hereof, then LICENSEE shall be deemed to have met or fulfilled such obligations or observed such terms or conditions, as the case may be. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring In addition to payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 NET SALES, LICENSEE will pay to REGENTS percent ( %) LICENSOR a percentage, as specified in Appendix B, subsection 3, of any cash considerationSUBLICENSING REVENUES. 8.2 If LICENSEE licenses to a third party patent rights that have been licensed or assigned to, or otherwise acquired by, LICENSEE other than under this Agreement (“LICENSEE’s Patent Rights”), and LICENSEE believes, in good faith, that such third party will infringe LICENSED PATENT RIGHTS in practicing the LICENSEE’s Patent Rights, then LICENSEE will not separately grant a license to such third party under LICENSEE’s Patent Rights without concurrently granting a SUBLICENSE under LICENSED PATENT RIGHTS. In such event, if LICENSEE receives any SUBLICENSING REVENUES as a result of such grant of a license under LICENSEE’s Patent Rights, and a grant of a SUBLICENSE under LICENSED PATENT RIGHTS, then LICENSEE shall be obligated to pay LICENSOR a percentage of such SUBLICENSING REVENUES as provided for in Appendix B, subsection 3. In the event that LICENSOR and LICENSEE each owns an undivided one half interest in any LICENSED PATENT RIGHTS (“Joint Patents”), LICENSEE may separately grant a license to any third party under its rights to Joint Patents without the consent of LICENSOR, provided any such license concurrently grants a SUBLICENSE under LICENSOR’s rights on the terms and conditions described in this Article VIII. LICENSOR shall not grant a license to any third party under any Joint Patents, or grant any third party the right to use, practice or otherwise exploit any Joint Patents. Joint Patents shall be added to Appendix A and deemed and treated as part of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSELICENSED PATENT RIGHTS. 4.3 8.3 The LICENSEE will notify REGENTS LICENSOR of each SUBLICENSE granted hereunder and furnish to REGENTS provide LICENSOR with a redacted copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS within thirty (30) days from of the grant of the SUBLICENSE. No portion of such SUBLICENSE relevant to this Agreement will be redacted. 8.4 Upon termination of this Agreement for any reason, any or all SUBLICENSES will remain in full force and effect at the sole discretion of the SUBLICENSEES, and will be assigned to LICENSOR such that such SUBLICENSEES are in direct privity with LICENSOR; provided, however, that each such SUBLICENSEE is in material compliance with the applicable provisions of this Agreement as of the effective date of such written requesttermination and agrees in writing to assume and be bound by all of the obligations of LICENSEE under this Agreement that are applicable to such SUBLICENSEE. If In the request results in a event of termination of this Agreement and such assignment of any SUBLICENSE, then LICENSEE shall report LICENSOR will not be bound by any grant of rights broader than, nor will it be required to REGENTS perform any obligation other than, those rights and obligations contained in this Agreement. Moreover, pursuant to Paragraph 4.3. If LICENSEE refuses such assignment, LICENSOR will have the sole right to grant a modify each such assigned SUBLICENSE but only to include rights of LICENSOR that are contained in this Agreement, including the third partypayment of royalties directly to LICENSOR and Annual Minimum Payments and Milestone Payments per Appendix B, then within thirtyand reimbursement of Patent Prosecution Costs per Sections 4.4 through 4.8.

Sublicenses. 4.1 REGENTS 3.1 The Regents also grants to LICENSEE the Licensee the 1ight to sublicense the 1ights granted to the Licensee hereunder (“Sublicense(s)”), as long as the Licensee has cunent exclusive rights thereto under this Agreement. Licensee is fuithe1more granted the1ight to allow a Sublicensee the right to SUBLICENSE to AFFILIATES grant further Sublicenses under Patent Rights and third parties Associated Technologies (“Second Tier Sublicense”), provided that such Second Tier Sublicensee shall not have the right to makegrant ftuther Sublicenses, useunless Licensee obtains the p1ior w1itten approval of The Regents. A Sublicensee may assign its entire1ights and obligation under a Sublicense to an Affiliate thereof, offer without The Regents p1ior consent. Sublicenses will (i) be issued in writing, (ii) be subject to this Agreement, (iii) not provide anything of value in lieu of cash as consideration for SALEsuch Sublicense without the express written consent of The Regents, import(iv) include an express prohibition against issuing ftu·ther Sublicenses, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time (v) include all of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, of The Regents and require the performance perfo1mance of all the obligations due to, REGENTS to The Regents (and, if applicable, the United States GovernmentGovernment and other sponsors) under this AGREEMENT other than those including the rights and obligations specified detailed in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash considerationArticles 8, 14, 15, 16, and 20 (royalty repo1ts, use of the cash equivalent names, limited warTanties, limitation of all other considerationliability, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 indemnification). For the purposes pmposes of this AGREEMENTAgreement, the operations of all SUBLICENSEES Sublicensees shall be deemed to be the operations of LICENSEEthe Licensee, for which LICENSEE the Licensee shall be responsible. 4.6 LICENSEE will collect . Affiliates and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who joint ventures do not assent have lights to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop Patent Rights under this Agreement and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS must be issued a valid Sublicense pursuant to Article 83 (Sublicenses) in order to exercise any of the Patent Rights. 3.2 Licensee must pay to The Regents of all Sublicensing Income, provided however: All non-royalty payments received by Licensee from under the Agreement will be considered Sublicensing Income. If LICENSEE elects not to develop and commercialize Notwithstanding Paragraph 1.6, the proposed LICENSED PRODUCTS only deductions allowable for use such Sublicensing Income in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS preceding sentence will be payments received specifically for the new applicationreimbursement of Patent Costs as specified in the Agreement. If REGENTS Licensee must pay the percentages on Sublicensing Income to The Regents on a qua1terly basis, sixty (60) days following the end of a calendar quarter for Sublicensing Income received dming such quarter. 3.3 On Net Sales of Licensed Products sold or disposed by a Sublicensee, Licensee must pay to The Regents an ear·▇▇▇ royalty in accordance with Article 6 (ROYALTIES) as if these were Licensee’s Net Sales except that Licensee will only be required to a The Regents of any royalties received by Licensee on the sales of a Licensed Product , provided that in no event willl the royalty on Net Sales due to The Regents fall below for sales completed by . In the event a Licensed Product is successful not covered by a Valid Claim in finding the respective count1y, such royalties on sales will not fall below Percent. 3.4 Licensee will notify The Regents of each Sublicense issued and will provide The Regents with a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS complete copy of each Sublicense and any subsequent amendments thereto within thirty (30) days from of issuance of such Sublicense or amendment. 3.5 Licensee will be responsible for the collection of all payments due under Sublicenses to The Regents and provide The Regents with copies of Sublicensee’s royalty and progress reports, such reports sufficient to establish all amounts due to The Regents under this Agreement. 3.6 If this Agreement is tenninated for any reason, then upon request of each Sublicensee, The Regents will enter into a license agreement with such Sublicensee (’‘New License Agreement”), provided that the Sublicensee is in good standing upon tennination of this Agreement with Licensee. The te1ms of such New License Agreement shall be substantially siinilar to the te1ms of the Sublicense, except that the obligations of The Regents under such New License Agreement will not be greater than the obligations of The Regents under such New License Agreement, and the rights of The Regents under such New License Agreement will not be less than the 1ights of The Regents under this Agreement, including all financial consideration such as the payment of Earned Royalties directly to The Regents and payment of any unreimbursed patent expenses with respect to the po1tion of Patent Rights sublicensed to each Sublicensee, provided however that this shall not apply in relation to the equity rights granted to The Regents pursuant to Sections 5.4 to 5.7 (and other provisions making reference to Going Public), and flllther provided that payments akeady made by the Sublicensee to the Licensee (e.g. Inilestone payments for the same or siinilar events than to those provided for in this Agreement) shall be taken into account for the New License Agreement. The Regents fmther agree that each sublicense granted by Licensee under this Agreement shall remain in full force and effect until such time as The Regents and such Sublicensee enter into such New License Agreement or mutually agree to te1minate negotiation of such New License Agreement. Notwithstanding the foregoing, each Sublicensee’s 1ight to enter into a New License Agreement (and to have its sublicense smvive until such New License Agreement is executed) shall only be available to the extent (i) Licensee has provided The Regents with a copy of the Sublicense granted to such Sublicensee as required under Paragraph 3.2, (ii) such Sublicensee notifies The Regents within 30 days after the te1mination of this Agreement that it wishes to enter into a New License Agreement, (iii) Sublicensee pays to The Regents its pro rata share of any unreimbursed patent expenses during the negotiation of the New License Agreement within 30 days of the mailing date of the invoice for such written request. If the request results expenses, and (iv) such Sublicensee is not involved in a SUBLICENSE, then LICENSEE shall report it litigations as an adverse paity to REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtyThe Regents.

Sublicenses. 4.1 REGENTS 3.1 The Regents also grants to LICENSEE Licensee the right to SUBLICENSE issue sublicenses to AFFILIATES and third parties the right to make, have made, use, sell, offer for SALE, import, sale and SELL LICENSED PRODUCTS import Licensed Product and LICENSED SERVICES, Licensed Services and to practice LICENSED METHODLicensed Method, provided that LICENSEE as long as Licensee has current exclusive rights thereto under this AGREEMENT at the time of sublicensingAgreement. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, Affiliates and license hereunder will expire; (b) as applicable, all the joint ventures do not have rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) to Licensed Patent Rights under this AGREEMENT other than those rights Agreement and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) must be issued a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE valid sublicense pursuant to this AGREEMENT. 4.5 Article 3 (Sublicenses) in order to exercise any of the Licensed Patent Rights. For the purposes of this AGREEMENTAgreement, the operations of all SUBLICENSEES Sublicensees shall be deemed to be the operations of LICENSEELicensee, for which LICENSEE Licensee shall be responsible. To the extent applicable, sublicenses must include all of the rights of and obligations due to The Regents contained in this Agreement. Every such sublicense will contain at least the following: (a) A statement such that, to the extent applicable, the obligations of this Agreement will be binding upon Sublicensee as if it were in place of Licensee except that: (1) earned royalty rate and minimum royalties may be at higher rates than contained in this Agreement; and (2) Sublicensee(s) will be precluded from granting further sublicenses. 4.6 LICENSEE (b) The same provision for indemnification of The Regents as has been provided for in this Agreement. (c) The same provision for inspection of books and records by The Regents as has been provided for in this Agreement. 3.2 Licensee will promptly provide The Regents with a full and complete copy of each sublicense granted, collect and guarantee payment of all monies payments due The Regents from Sublicensees and other consideration due REGENTS from SUBLICENSEES, summarize and deliver to The Regents copies of all reports due REGENTS and received The Regents from SUBLICENSEESSublicensees. 4.7 3.3 Upon termination of this AGREEMENT Agreement for any reason, The Regents, at its sole discretion, will determine whether Licensee will cancel or assign to The Regents any and all SUBLICENSES that are sublicenses. 3.4 Licensee will pay to The Regents in respect of all sublicenses granted by LICENSEE pursuant to this AGREEMENT where Licensee a percentage of any payments or fees (including the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as cash equivalent of the date fair market value of any non-cash consideration, such termination will remain in effect as cross licenses and will be assigned in-kind consideration) owed to REGENTSor received by Licensee, except that REGENTS will not be bound to perform including without limitation, up-front fees, maintenance fees, milestone payments or any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENTother sublicense revenues other than earned royalties (“Sublicense Fees”) as follows: (i) [****]; and (ii) [****]. 4.8 If REGENTS 3.5 In addition to payments to The Regents for Sublicense Fees, Licensee will pay to The Regents earned royalties on Net Sales by Sublicensees at the rates provided for in Article 7 (to Earned Royalties and Minimum Annual Royalties). 3.6 In the extent of the actual knowledge of the licensing professional responsible for administration of this case) or event The Regents receives a bona fide Business Plan from a third party discovers and notifies that licensing professional that the INVENTION with adequate financing in place who is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office interested in pursuing commercialization of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information Licensed Patent Rights in a field that is not being actively pursued by Licensee (“Unexploited Field”), The Regents shall notify Licensee of said third party interest in the Unexploited Field, subject to restrictions of confidentiality with obligations to said third parties, and 2party. Licensee may then: (a) information which originates with REGENTS’ personnel who do not assent issue a sublicense to its disclosure to LICENSEE. LICENSEE shall have said third-party in the Unexploited Field within ninety (90) days to give REGENTS of notification by The Regents, as described above; or (b) provide written notice stating whether LICENSEE elects of its plans to develop LICENSED PRODUCTS for actively pursue the applicationUnexploited Field as detailed in a Business Plan to be provided by Licensee to The Regents within ninety (90) days of notification by The Regents. If LICENSEE elects The Business Plan is subject to develop and commercialize consent by The Regents, which consent will not be unreasonably withheld. In the proposed LICENSED PRODUCTS for event that The Regents rejects the new applicationBusiness Plan, LICENSEE Licensee shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek have one additional period of ninety (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS within thirty (3090) days from the date rejection to issue a sublicense under (a) above. Upon approval by The Regents, Licensee shall implement commercialization of such written requestthe Unexploited Field as detailed in the Business Plan and appropriate due diligence milestones shall be added to this Agreement. If Licensee does not pursue either of the request results in a SUBLICENSEoptions under (a) or (b) above, or fails to implement the Business Plan, then LICENSEE shall report it The Regents, in its sole discretion, may issue an exclusive or non-exclusive license or option limited to REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE the Unexploited Field to the third party. Licensee’s rights under this Agreement with respect to the Unexploited Field will, then within thirtyin The Regents’ sole discretion, be reduced to non-exclusive or withdrawn completely from the granted Field. If reduced to a non-exclusive license or withdrawn completely from the Unexploited Field, all financial terms of this Agreement shall remain in effect. This right, if exercised by The Regents, supercedes the rights granted in Article 2 (Grant of Exclusive License).

Sublicenses. 4.1 REGENTS also grants With respect to LICENSEE the rights granted under Section 2.1(a)(i) PMC shall have the right to SUBLICENSE grant sublicenses under this Agreement with the prior approval of VRI as to AFFILIATES and third parties the sublicensee, which approval shall not be unreasonably denied. With respect to the rights granted under Section 2.1(a)(ii), PMC shall have the right (without the approval of VRI) to makegrant a sublicense to one other party in any country where PMC is not selling or does not intend to sell Licensed Product. PMC shall advise VRI of the name of such sublicensee when such sublicensee is selected. The rights granted under Section 2.1(b) and (c) are not sublicensable, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and except to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time Affiliates of sublicensing. Every such SUBLICENSE will include:PMC. (a) In case of any sublicense by PMC or VRI of the rights and licenses granted in this Agreement, the sublicensee shall agree to be bound by the terms, obligations and conditions identical to those of Articles 7 and 10 and Sections 2.5 and 12.5 of this Agreement (substituting the name of the Sublicensee for that of the sublicensing party), with the other party being expressly made a statement setting forth the date upon which LICENSEE's exclusive rights, privilegesthird party beneficiary thereof, and license hereunder will expire;the sublicensing party shall be responsible for the performance by the appointed sublicensee of such terms, obligations and conditions. (b) as applicableEach sublicense agreement concluded by PMC will include a requirement that the sublicensee maintain records and permit inspection on terms essentially identical to Article 10.4 of this Agreement. At VRI's request, all PMC shall arrange for an independent certified accountant selected by VRI to inspect the rights of, records of its sublicensee(s) for the purpose of verifying royalties due to VRI and require shall cause such accountant to report the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty);results thereof to VRI. (c) All sublicenses granted for a provision requiring payment of royalties to LICENSEE Licensed Product or for the PMC Mucosal Delivery Technology in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and country shall terminate upon termination of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE licenses granted hereunder and furnish with respect to REGENTS a copy such Licensed Product or to PMC Mucosal Delivery Technology as the case may be, provided that upon expiration of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes full term of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS Agreement pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party5.1, then within thirtyall parties shall have fully paid-up, non-cancelable licenses.

Sublicenses. 4.1 REGENTS also grants to LICENSEE the right to SUBLICENSE sublicense to AFFILIATES and third parties the right to make, have made, use, offer for SALE, import, export, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHODMETHOD in the LICENSED FIELD OF USE, provided that LICENSEE has exclusive rights under during the term of this AGREEMENT at the time of sublicensingAgreement. Every such SUBLICENSE sublicense will include: (a) a statement setting forth the date upon which LICENSEE's ’s exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT Agreement other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 6.8 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENTAgreement; (d) a prohibition on the grant of further SUBLICENSES sublicenses; and (e) the same provision for indemnification of REGENTS and HHMI as has been provided for in this AGREEMENTAgreement. 4.2 LICENSEE will pay to REGENTS percent ( %[***] ([***]) of any up-front cash consideration, and of the or cash equivalent of all other consideration, due to LICENSEE consideration received for the grant of rights REGENTS’ PATENT RIGHTS under each SUBLICENSEsublicense agreement in addition to royalties (which are to be paid to the Regents under the provisions of Section 6 below). 4.3 LICENSEE will notify REGENTS of each SUBLICENSE sublicense granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENTsublicense agreement. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE sublicense pursuant to this AGREEMENTAgreement. Ambrx, Inc. U.C. Case No.: B05-033 Page 6 of 26 Exclusive License Confidential 4.5 For the purposes of this AGREEMENTAgreement, the operations of all SUBLICENSEES sublicensees shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEESsublicensees, and deliver all reports due REGENTS and received from SUBLICENSEESsublicensees. 4.7 Upon termination of this AGREEMENT Agreement for any reason, all SUBLICENSES sublicenses that are granted by LICENSEE pursuant to this AGREEMENT Agreement where the SUBLICENSEE sublicensee is in compliance with its SUBLICENSE AGREEMENT sublicense agreement as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs sublicenses that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENTAgreement. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this casecase as established by such licensing professionals’ prior written records) or a third party discovers and notifies that licensing professional in writing that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, and the making, using, or selling of such application is dependent upon the infringement of any issued or granted patent in REGENTS’ PATENT RIGHTS, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEELICENSEE (referred to herein as “New Application”), then REGENTS, as represented by the Office of Technology Licensing, shall give written notice with available detail to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the applicationNew Application, or LICENSEE requires additional information concerning New Application in order to make an evaluation thereof. If a third party is willing to move forward on a license, including diligence on the order of Article 7 herein, and LICENSEE insists it require additional information for over three months, then LICENSEE is deemed to have elected not to develop the proposed LICENSED PRODUCTS. Ambrx, Inc. U.C. Case No.: B05-033 Page 7 of 26 Exclusive License Confidential If LICENSEE elects to develop and commercialize for commercialization the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek a written proposal from (a) third party(ies) that are not direct competitors of LICENSEE in the research, development, and/or manufacture of LICENSED PRODUCTS or LICENSED METHODS to develop and commercialize the proposed LICENSED PRODUCTS for the new applicationNew Application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE sublicense under this AGREEMENTAgreement, then LICENSEE shall report the request to REGENTS within thirty (30) days from the date of such written request. If the request results in a SUBLICENSEsublicense, then LICENSEE shall report it to REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE sublicense to the third party, then within thirtythirty (30) days after such refusal LICENSEE shall submit to REGENTS a report specifying the license terms proposed by the third party and a written justification for LICENSEE’s refusal to grant the proposed sublicense. If REGENTS, at its sole discretion, following good-faith discussion and negotiation with LICENSEE on this matter, determines that the terms of the sublicense proposed by the third party are reasonable under the totality of the circumstances, taking into account LICENSEE’s LICENSED PRODUCTS in development, then REGENTS shall have the right to grant to the third party a license to make, have made, use, sell, offer for sale and import only the New Application for use in the LICENSED FIELD OF USE at substantially the same terms last proposed by LICENSEE to the third party providing royalty rates are at least equal to those paid by LICENSEE. In the event that REGENTS grants such a license to a third party as consideration lower than in Articles 5 and 6, then such lower royalty rate shall apply to LICENSEE for LICENSED PRODUCTS under this Agreement.

Sublicenses. 4.1 REGENTS also grants (i) Licensee may grant written, exclusive or non-exclusive sublicenses to LICENSEE third parties. Licensee shall have the right same responsibility for the activities of any sublicensee as if the activities were directly those of Licensee. Licensee shall provide ▇▇▇▇ with the name, contact information and address of any sublicensee as well as information regarding the number of full-time employees of any such sublicensee to SUBLICENSE allow ▇▇▇▇ to AFFILIATES determine whether it can maintain its small entity filing status for patent prosecution and third parties maintenance purposes. In the right event of termination of this Agreement, all outstanding sublicense agreements, not in default, will be assigned by Licensee to make▇▇▇▇ and the sublicenses will remain in full force and effect with ▇▇▇▇ as the licensor instead of Licensee, use, offer for SALE, importbut the sublicenses will be automatically conformed so that the duties of ▇▇▇▇ under the sublicenses will not be greater than the duties of ▇▇▇▇ under this Agreement, and SELL LICENSED PRODUCTS the rights of ▇▇▇▇ under the sublicenses will not be less than the rights of ▇▇▇▇ under this Agreement, including all financial consideration and LICENSED SERVICESother rights of ▇▇▇▇. 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 ▇▇▇▇ an amount equal to what Licensee would have been required to pay to ▇▇▇▇ 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 Colby Pharma MDL License 06-0525 14 provided as a reimbursement for actual research and development costs incurred by Licensee under aresearch contract between Licensee and the sublicensee, then Licensee shall pay to practice LICENSED METHOD▇▇▇▇ a percentage of such payments (excluding, provided 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 LICENSEE has exclusive rights under this AGREEMENT at Licensee imposes on such sublicensee) according to the time of sublicensing. Every such SUBLICENSE will includefollowing schedule: (a1) 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 statement setting forth Product made a subject of the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expiresublicense; (b2) as applicable, all thirty percent (30%) of amounts received under each agreement entered into after the rights of, and require the performance filing of all the obligations due to, REGENTS an lND under item (and, if applicable, the United States Government1) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty)above until completion of a Phase I clinical trial by Licensee for that Product; (c3) twenty-five percent (25%) of amounts received under each agreement entered into after completion of item (2) above until completion of a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENTPhase II clinical trial by Licensee for that Product; (d4) twenty percent (20%) of amounts received under each agreement entered into after completion of item (3) above until a prohibition on New Drug Application ("NDA") has been approved by the grant of further SUBLICENSES FDA for that Product; and (e5) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS ten percent ( (10%) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights amounts received under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS agreement entered into after the NDA has been approved by the FDA for that Product. Licensee shall not receive from sublicensees anything of each SUBLICENSE granted value in lieu of cash payments in consideration for any sublicense under this Agreement without the express prior written permission of ▇▇▇▇; 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. Any payments owing to ▇▇▇▇ hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use made in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful manner specified in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtySection 4F below.

Sublicenses. 4.1 REGENTS 3.1 The Regents also grants to LICENSEE the Licensee the right to SUBLICENSE sublicense to AFFILIATES and third parties (including to Affiliates and Joint Ventures) the rights granted to the Licensee hereunder, with the right to makefurther sublicense as provided below, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE as long as the Licensee has current exclusive rights thereto under this AGREEMENT at the time Agreement. Each Sublicensee must be subject to a written sublicense agreement. Each and every sublicense will include all of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and will require the performance of all the obligations due to, REGENTS The Regents and HHMI (and, if applicable, the United States Government) under this AGREEMENT Government and other sponsors), other than those rights and obligations specified in Article 5 (License Issue Fee), Article 6 (License Maintenance Fee) and Paragraph 6.5 8.2 (minimum annual royaltyMinimum Annual Royalty) and Paragraphs 20.4 and 20.6 (reimbursement of Patent Prosecution Costs); . Licensee may grant its Sublicensee the further right to grant sublicense rights under any of the rights granted by The Regents to Licensee hereunder but only to the extent needed for the research, development (c) a provision requiring payment including for the purposes of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates conducting pre-clinical and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash considerationclinical trials, and seeking regulatory approval for commercialization), manufacture and/or commercialization of Licensed Product and/or Licensed Methods; provided that each and any such further Sublicensees shall be bound by the cash equivalent terms of all other considerationthis Agreement. For the avoidance of doubt, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder Affiliates and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will Joint Ventures shall have no licenses under REGENTS’ PATENT RIGHTS except as this Agreement unless such Affiliates and Joint Ventures are granted by SUBLICENSE pursuant a sublicense, and the Licensee will not enter into any research or development arrangements for Licensed Products or Licensed Services with any third party without granting it a sublicense, if a sublicense is required to this AGREEMENT. 4.5 conduct the applicable activities. For the purposes of this AGREEMENTAgreement, the operations of all SUBLICENSEES Sublicensees with respect to the exploitation of the Patent Rights shall be deemed to be the operations of LICENSEEthe Licensee, for which LICENSEE the Licensee shall be responsible. 4.6 LICENSEE 3.2 In the event that The Regents and the Licensee each own an undivided interest in any Patent Rights licensed hereunder, the Licensee will not separately grant a license to any third party under its rights without concurrently granting a license under The Regents’ rights on the terms and conditions described in this Article 3 (Sublicenses). 3.3 The Licensee will notify The Regents of each sublicense granted hereunder and will provide The Regents with a complete copy of each sublicense, which may be redacted of any terms not necessary for The Regents to confirm compliance with the terms of this Agreement or Sublicense Fees paid by the Licensee (along with a summary of the material terms [*] = 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. 1. The Licensee will require Sublicensees to provide it with copies of all progress reports and royalty reports in accordance with the provisions herein and the Licensee will collect and guarantee payment deliver all such reports due The Regents from Sublicensees under the terms of all monies and other consideration due REGENTS from SUBLICENSEESthis Agreement. 3.4 If Licensee licenses patent rights assigned to or otherwise acquired by it (“Licensee’s Patent Rights”), and deliver all reports due REGENTS and received from SUBLICENSEESit believes, in good faith, that the recipient of such license will infringe Patent Rights in practicing the Licensee’s Patent Rights, then the Licensee will not separately grant a license to such recipient under Licensee’s Patent Rights without concurrently granting a sublicense under Patent Rights on the terms required under this Agreement. 4.7 3.5 Upon any termination of this AGREEMENT Agreement for any reason, all SUBLICENSES that are sublicenses granted by LICENSEE pursuant Licensee shall survive termination as direct licenses from The Regents to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except Sublicensees; provided that REGENTS The Regents will not be bound by any grant of rights broader than, and will not be required to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties obligation other than, those rights and obligations contained in this Agreement; and provided further, that at such time such Sublicensee is not in breach of REGENTS any of its obligations under the sublicense granted to it by Licensee. Moreover, The Regents will have the sole right to modify each such surviving license to include all of the rights of The Regents (and, if applicable, the United States Government and other sponsors) that are contained in this Agreement, including the payment of Earned Royalties, and Minimum Annual Royalties, directly to The Regents by the Sublicensee as if it were the Licensee at the rate with respect to Earned Royalties, and the amount with respect to Minimum Annual Royalties, set forth in this AGREEMENT. 4.8 If REGENTS (Agreement, with the Minimum Annual Royalties allocated proportionately among Sublicensees, if more than one. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to the extent Rule 406 of the actual knowledge Securities Act of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS1933, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtyamended.

Sublicenses. 4.1 REGENTS 3.1 The Regents also grants to LICENSEE the Licensee the right to SUBLICENSE sublicense to AFFILIATES and third parties (including, without limitation, to Affiliates, Joint Ventures and Translational Profiling R&D Collaboration Partners) through multiple tiers and on an exclusive or non-exclusive basis the right rights granted to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE the Licensee hereunder as long as the Licensee has current exclusive rights thereto under this AGREEMENT at the time Agreement. Each Sublicensee must be subject to a written sublicense agreement. All sublicenses will include all of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and will require the performance of all the obligations due to, REGENTS The Regents (and, if applicable, the United States Government) under this AGREEMENT Government and other sponsors), other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 7.2 (minimum annual royaltyMinimum Annual Royalty) and Paragraphs 19.4 and 19.6 (Reimbursement of Patent Prosecution Costs); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient . The Licensee shall have the right to permit LICENSEE any Sublicensee to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of sublicense any cash consideration, and of the cash equivalent of rights granted to the Licensee hereunder provided that they adhere to all other considerationthe terms and conditions required by a Sublicensee under this Agreement. Also, due to LICENSEE for the grant avoidance of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder doubt, Affiliates, Joint Ventures and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will Translational Profiling R&D Collaboration Partners shall have no licenses under REGENTS’ PATENT RIGHTS except as this Agreement unless such Affiliates, Joint Ventures and Translational Profiling R&D Collaboration Partners are granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 a sublicense. For the purposes of this AGREEMENTAgreement, the operations of all SUBLICENSEES Sublicensees shall be deemed to be the operations of LICENSEEthe Licensee, for which LICENSEE the Licensee shall be responsible. 4.6 LICENSEE 3.2 In the event that The Regents and the Licensee each own an undivided interest in any Patent Rights licensed hereunder, the Licensee will not separately grant a license to any third party under its rights without concurrently granting a license under The Regents’ rights on the terms and conditions described in this Article 3 (Sublicenses). 3.3 The Licensee will notify The Regents of each sublicense granted hereunder and will provide The Regents with a complete copy of each sublicense and each amendment to such sublicense within [***] of issuance of such sublicense or such amendment. The Licensee will collect from Sublicensees and pay to The Regents all fees, payments, royalties and the cash equivalent of any consideration due The Regents. The Licensee does not guarantee any monies due The Regents from Sublicensees that are not received by the Licensee. Any failure of the Licensee to pay to The Regents any amounts of Net Sales of any Sublicensee before the Licensee receives such amounts from such Sublicensee under the relevant sublicense will not be a breach of the Licensee’s obligations under this Agreement to pay to The Regents amounts as to Net Sales of such Sublicensee, provided that that Licensee: (i) will not grant any Sublicensee more than [***], after the date on which monies were not paid to The Regents from Licensee for Sublicensee’s Net Sales, to cure such default, (ii) will use its diligent efforts to obtain such payment from the relevant Sublicensee, (iii) will notify The Regents in writing of any such default within [***] after such default, (iv) will, within [***] after the Licensee’s receipt of monies due to the Licensee from the relevant defaulting Sublicensee pay to The Regents the amount due hereunder from the Licensee with respect to the Net Sales of such Sublicensee to which such payment by the Sublicensee to the Licensee relates, and (v) will enact a plan, which will be mutually agreed upon by the Licensee and The Regents within [***] after the Sublicensee’s failure to cure the default, for addressing such Sublicensee’s default if such default has not been cured prior to agreement upon or implementation or as relevant, such plan. The Licensee will require Sublicensees to provide it with copies of all monies progress reports and other consideration due REGENTS royalty reports in accordance with the provisions herein and the Licensee will deliver all such reports received by Licensee from SUBLICENSEESSublicensees to The Regents. Any sublicense or amendment to such sublicense and/or progress reports provided to The Regents hereunder shall be considered the Proprietary Information of Licensee. 3.4 If Licensee licenses patent rights assigned to or otherwise acquired by it (“Licensee’s Patent Rights”), and deliver all reports due REGENTS and received from SUBLICENSEESit believes without any specific inquiry, in good faith, that the recipient of such license will infringe Patent Rights in practicing the Licensee’s Patent Rights, then the Licensee will not separately grant a license to such recipient under Licensee’s Patent Rights without concurrently granting a sublicense under Patent Rights on the terms required under this Agreement. 4.7 3.5 Upon any expiration or termination of this AGREEMENT Agreement for any reason, all SUBLICENSES that are sublicenses granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will Licensee shall be assigned to REGENTS, except The Regents; provided that REGENTS The Regents will not be bound by any grant of rights broader than or will not be required to perform any duties or obligation other than those rights and obligations contained in this Agreement. Moreover, The Regents will have the sole right to modify each such assigned sublicense to include all of the rights of The Regents (and, if applicable, the United States Government and other sponsors) that are contained in this Agreement, including the payment of Earned Royalties and Minimum Annual Royalties directly to The Regents by the Sublicensee as if it were the Licensee at a rate that is no lower than the rate set forth in any SUBLICENSEs that extend beyond the duties Article 7 (Earned Royalties and obligations of REGENTS set forth Minimum Annual Royalties) in this AGREEMENTaccordance with Article 4 (Payment Terms). 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty

Sublicenses. 4.1 REGENTS also 3.1 The Regents hereby further grants to LICENSEE Licensee the right to SUBLICENSE grant to AFFILIATES Affiliates and to third parties a Sublicense under the right rights granted to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHODLicensee hereunder, provided that LICENSEE that, Licensee has exclusive rights under this AGREEMENT Agreement at the time of sublicensingthe grant of the Sublicense. Every such SUBLICENSE Sublicense will include: (a) a statement setting forth the date upon which LICENSEELicensee's exclusive rights, privileges, and license rights hereunder will expire; (b) as applicable, all the rights of, and require a provision requiring the performance of all the obligations due to, REGENTS to The Regents (and, if applicable, the United States Government) under this AGREEMENT Agreement other than those rights and obligations specified in Article 5 4 (License Issue Fee/Maintenance Fees) and Paragraph 6.5 5.3 (minimum annual royaltyMinimum Annual Royalty); (c) a provision requiring payment of royalties to LICENSEE Licensee in an amount sufficient to permit LICENSEE Licensee to meet its royalty obligations to REGENTS The Regents at the rates and bases set forth in this AGREEMENTAgreement; (d) a prohibition on the grant of further SUBLICENSES Sublicenses; and (e) the same provision for indemnification of REGENTS The Regents as has been provided for in this AGREEMENTAgreement. 4.2 LICENSEE 3.2 Licensee will pay to REGENTS The Regents twenty-five percent ( (25%) of any cash consideration, and of the cash equivalent of all other consideration, which is due to LICENSEE Licensee for the grant of rights under each SUBLICENSEa Sublicense, excluding payments due to Licensee as a royalty based on Sales by the Sublicensee. Payment owed to The Regents under this Paragraph 3.2 is in addition to payments owed by Licensee to The Regents as Earned Royalties under Paragraph 5.1 below based on Sales by the Sublicensee. 4.3 LICENSEE 3.3 Licensee will notify REGENTS The Regents of each SUBLICENSE Sublicense granted hereunder and furnish to REGENTS The Regents a copy of each such SUBLICENSE AGREEMENTSublicense Agreement and any amendments thereof. 4.4 AFFILIATES 3.4 Affiliates of Licensee will have no licenses under REGENTS’ PATENT RIGHTS Patent Rights except as granted by SUBLICENSE Sublicense pursuant to this AGREEMENTAgreement. 4.5 3.5 For the purposes of this AGREEMENTAgreement, the operations of all SUBLICENSEES shall Sublicensees will be deemed to be the operations of LICENSEELicensee, for which LICENSEE shall Licensee will be responsible. 4.6 LICENSEE 3.6 Licensee will collect and guarantee payment of all monies and other consideration due REGENTS The Regents from SUBLICENSEESSublicensees, and deliver all reports due REGENTS The Regents and received from SUBLICENSEESSublicensees. 4.7 3.7 Upon termination of this AGREEMENT Agreement for any reason, all SUBLICENSES Sublicenses that are granted by LICENSEE Licensee pursuant to this AGREEMENT Agreement where the SUBLICENSEE Sublicensee is in compliance with its SUBLICENSE AGREEMENT Sublicense Agreement as of the date of such termination will remain in effect and will be assigned to REGENTSThe Regents, except that REGENTS The Regents will not be bound to perform any duties or obligations set forth in any SUBLICENSEs Sublicenses that extend beyond the duties and obligations of REGENTS The Regents set forth in this AGREEMENTAgreement. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty

Sublicenses. 4.1 REGENTS also grants to LICENSEE The license granted in Section 2.01 above shall include the right to SUBLICENSE grant written sublicenses through multiple tiers, subject to AFFILIATES UNIVERSITY’S prior written approval [**], UNIVERSITY will consider, among other things, whether the provisions of the proposed sublicense are consistent with and third parties similar to those required of LICENSEE by this AGREEMENT. All sublicenses must comply with the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will includefollowing: (a) LICENSEE shall deliver to UNIVERSITY a statement setting forth the date upon which true and correct copy of each fully executed sublicense granted by LICENSEE's exclusive rights, privileges, and license hereunder will expire;any modification or termination thereof, within [**] after execution, modification, or termination. (b) as applicable, all the rights of, and require the performance LICENSEE shall deliver to UNIVERSITY copies of all the obligations reports due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty);to LICENSEE from SUBLICENSEE within [**] receipt of such reports by LICENSEE. (c) a provision requiring payment LICENSEE shall, at such reasonable times as UNIVERSITY directs and at UNIVERSITY’S reasonable request, but in any event not more than [**], permit the inspection of royalties to LICENSEE in SUBLICENSEE’S records by UNIVERSITY’S auditors or an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at independent certified public accountant selected by UNIVERSITY under the rates and bases set forth in this AGREEMENT;terms of Section 4.05. (d) No sublicense shall relieve LICENSEE of its representations, warranties, or obligations under this AGREEMENT. LICENSEE shall be responsible to UNIVERSITY for the performance of its SUBLICENSEES under each sublicense agreement granting rights to any PATENT RIGHTS. LICENSEE hereby guarantees each SUBLICENSEE’S compliance with the terms and conditions of the license granted by UNIVERSITY under this AGREEMENT, including but not limited to the payment of all fees and royalties due under this AGREEMENT. (e) Any sublicense granted by LICENSEE to a prohibition on SUBLICENSEE shall incorporate all of the grant representations, warranties, terms, conditions, and obligations of further SUBLICENSES this AGREEMENT, which shall be binding upon each SUBLICENSEE as if such SUBLICENSEE were a party to this AGREEMENT. LICENSEE shall require that any sublicense agreement: (i) be consistent with the terms, conditions, covenants, warranties, representations, limitations, obligations, and duties of LICENSEE under this AGREEMENT; and (eii) contain express provisions under which the same provision for indemnification SUBLICENSEE expressly accepts duties and obligations at least equivalent to those accepted by the LICENSEE in the following sections of REGENTS as has been provided for this AGREEMENT: Section 2.04 (reserved rights), Section 2.05 (license to University), Section 2.07 (publication), Section 2.08 (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 7.04 (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) Without UNIVERSITY prior written consent, if any sublicense agreement granting any rights to the PATENT RIGHTS does not comport with above requirements in this AGREEMENTSection 2.03(e), then that agreement shall be invalid, unenforceable, and void. Notwithstanding any such UNIVERSITY prior written consent, in the event of any inconsistency between this AGREEMENT and any sublicense agreement, the terms and conditions of this AGREEMENT shall prevail. 4.2 LICENSEE will pay to REGENTS percent ( %(g) of Upon any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes termination of this AGREEMENT, the operations of all SUBLICENSEES SUBLICENSEE’S rights shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT also terminate except as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations Section 10.05 (assignment of REGENTS set forth in this AGREEMENTsublicenses). 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty

Sublicenses. 4.1 REGENTS 3.1 The Regents also grants to LICENSEE the Licensee the right to SUBLICENSE sublicense to AFFILIATES and third parties (including to Affiliates and Joint Ventures) the rights granted to the Licensee hereunder, with the right to makefurther sublicense as provided below, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE as long as the Licensee has current exclusive rights thereto under this AGREEMENT at the time Agreement. Each Sublicensee must be subject to a written sublicense agreement. Each and every sublicense will include all of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and will require the performance of all the obligations due to, REGENTS The Regents and HHMI (and, if applicable, the United States Government) under this AGREEMENT Government and other sponsors), other than those rights and obligations specified in Article 5 (License Issue Fee) Indexed Milestone Payment), and Paragraph 6.5 Paragraphs 21.4 and 21.6 (minimum annual royaltyreimbursement of Patent Prosecution Costs); (c) a provision requiring payment . Licensee may grant its Sublicensee the further right to grant sublicense rights under any of royalties the rights granted by The Regents to LICENSEE in an amount sufficient Licensee hereunder but only to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth [*] = Certain confidential information contained in this AGREEMENT; document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. extent needed for the research, development (d) a prohibition on including for the grant purposes of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash considerationconducting pre-clinical and clinical trials, and seeking regulatory approval for commercialization), manufacture and/or commercialization of Licensed Product and/or Licensed Methods; provided that each and any such further Sublicensees shall be bound by the cash equivalent terms of all other considerationthis Agreement. For the avoidance of doubt, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder Affiliates and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will Joint Ventures shall have no licenses under REGENTS’ PATENT RIGHTS except as this Agreement unless such Affiliates and Joint Ventures are granted by SUBLICENSE pursuant a sublicense, and the Licensee will not enter into any research or development arrangements for Licensed Products or Licensed Services with any third party without granting it a sublicense, if a sublicense is required to this AGREEMENT. 4.5 conduct the applicable activities. For the purposes of this AGREEMENTAgreement, the operations of all SUBLICENSEES Sublicensees with respect to the exploitation of the Patent Rights shall be deemed to be the operations of LICENSEEthe Licensee, for which LICENSEE the Licensee shall be responsible. 4.6 LICENSEE 3.2 In the event that The Regents and the Licensee each own an undivided interest in any Patent Rights licensed hereunder, the Licensee will collect not separately grant a license to any third party under its rights without concurrently granting a license under The Regents’ rights on the terms and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEESconditions described in this Article 3 (Sublicenses). 4.7 Upon termination 3.3 The Licensee will notify The Regents of each sublicense granted hereunder and will provide The Regents with a complete copy of each sublicense, which may be redacted of any terms not necessary for The Regents to confirm compliance with the terms of this AGREEMENT for any reason, all SUBLICENSES that are granted Agreement or Sublicense Fees paid by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance Licensee (along with its SUBLICENSE AGREEMENT as a summary of the date material terms of each such termination will remain in effect sublicense) and will be assigned each amendment to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS sublicense within thirty (30) days from the date of issuance of such written requestsublicense or such amendment. If The Licensee will collect from Sublicensees and pay to The Regents all fees, payments, royalties and the request results cash equivalent of any consideration due The Regents under the terms of this Agreement. The Licensee will guarantee all monies due The Regents from Sublicensees under the terms of this Agreement. For clarity, if the Licensee grants a sublicense that contains a provision for payment of royalties by any Sublicensee in a SUBLICENSEan amount that is less than the Royalty required to be paid under Paragraph 9.1 below, then LICENSEE shall report the Licensee will pay to The Regents a total amount equal to the Royalty based on the Sublicensees’ Net Sales as provided for in Paragraph 9.1. The Licensee will require Sublicensees to provide it to REGENTS with copies of all progress reports and royalty reports in accordance with the provisions herein and the Licensee will collect and deliver all such reports due The Regents from Sublicensees under the terms of this Agreement. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Paragraph 4.3. Rule 406 of the Securities Act of 1933, as amended. 3.4 If LICENSEE refuses Licensee licenses patent rights assigned to or otherwise acquired by it (“Licensee’s Patent Rights”), and it believes, in good faith, that the recipient of such license will infringe Patent Rights in practicing the Licensee’s Patent Rights, then the Licensee will not separately grant a SUBLICENSE license to such recipient under Licensee’s Patent Rights without concurrently granting a sublicense under Patent Rights on the terms required under this Agreement. 3.5 Upon any termination of this Agreement for any reason, all sublicenses granted by Licensee shall survive termination as direct licenses from The Regents to the third partySublicensees; provided that The Regents will not be bound by any grant of rights broader than, then within thirtyand will not be required to perform any obligation other than, those rights and obligations contained in this Agreement; and provided further, that at such time such Sublicensee is not in breach of any of its obligations under the sublicense granted to it by Licensee. Moreover, The Regents will have the sole right to modify each such surviving license to include all of the rights of The Regents (and, if applicable, the United States Government and other sponsors) that are contained in this Agreement, including the payment of Earned Royalties, directly to The Regents by the Sublicensee as if it were the Licensee at the rate with respect to Earned Royalties set forth in this Agreement.

Sublicenses. 4.1 REGENTS also grants to 8.1 LICENSEE shall have the right to SUBLICENSE seek SUBLICENSES subject to the terms and conditions of this Agreement as stated in Article II and as defined in this Article VIII. AFFILIATES shall have no licenses under the LICENSED PATENT RIGHTS unless such AFFILIATES are granted a SUBLICENSE. All SUBLICENSES will be consistent with and third parties subject to the applicable terms and conditions of this Agreement. SUBLICENSEES shall have the right to makefurther SUBLICENSE. For the purposes of this Agreement, the LICENSEE shall be responsible to LICENSOR for the acts and omissions of its SUBLICENSEES, including its SUBLICENSEES’ compliance with the applicable terms and conditions of this Agreement. Moreover, it is understood and agreed that if an AFFILIATE or a SUBLICENSEE meets or fulfills any or all of the obligations of LICENSEE under this Agreement, and/or observes any of the terms or conditions hereof, then LICENSEE shall be deemed to have met or fulfilled such obligations or observed such terms or conditions, as the case may be. [* * *] 8.2 If LICENSEE licenses to a third party patent rights that have been licensed or assigned to, or otherwise acquired by, LICENSEE other than under this Agreement (“LICENSEE’s Patent Rights”), and LICENSEE believes, in good faith, that such third party will infringe LICENSED PATENT RIGHTS in practicing the LICENSEE’s Patent Rights, then LICENSEE will not separately grant a license to such third party under LICENSEE’s Patent Rights without concurrently granting a SUBLICENSE under LICENSED PATENT RIGHTS. [* * *] In the event that LICENSOR and LICENSEE each owns [* * *] any LICENSED PATENT RIGHTS (“Joint Patents”), LICENSEE may separately grant a license to any third party under its rights to Joint Patents without the consent of LICENSOR, provided any such license concurrently grants a SUBLICENSE under LICENSOR’s rights on the terms and conditions described in this Article VIII. LICENSOR shall not grant a license to any third party under any Joint Patents, or grant any third party the right to use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensingor otherwise exploit any Joint Patents. Every such SUBLICENSE will include:[* * *] (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 8.3 The LICENSEE will notify REGENTS LICENSOR of each SUBLICENSE granted hereunder and furnish to REGENTS provide LICENSOR with a redacted copy of each SUBLICENSE [* * *]. No portion of such SUBLICENSE AGREEMENTrelevant to this Agreement will be redacted. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 8.4 Upon termination of this AGREEMENT Agreement for any reason, any or all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in full force and effect at the sole discretion of the SUBLICENSEES, and will be assigned to REGENTSLICENSOR such that such SUBLICENSEES are in direct privity with LICENSOR; provided, except however, that REGENTS each such SUBLICENSEE is in material compliance with the applicable provisions of this Agreement as of the effective date of such termination and agrees in writing to assume and be bound by all of the obligations of LICENSEE under this Agreement that are applicable to such SUBLICENSEE. In the event of termination of this Agreement and such assignment of any SUBLICENSE, LICENSOR will not be bound by any grant of rights broader than, nor will it be required to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties obligation other than, those rights and obligations of REGENTS set forth contained in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USEAgreement. Moreover, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not such assignment, LICENSOR will have the sole right to develop and commercialize modify each such assigned SUBLICENSE but only to include rights of LICENSOR that are contained in this Agreement, including the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS within thirty (30) days from the date payment of such written request. If the request results in a SUBLICENSE, then LICENSEE shall report it to REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty[* * *].

Sublicenses. 4.1 REGENTS 3.1 The Regents also grants to LICENSEE the Licensee the right to SUBLICENSE sublicense to AFFILIATES and third parties (including to Affiliates and Joint Ventures) the rights granted to the Licensee hereunder, with no right to makefurther sublicense except as provided for in Paragraph 3.2 below, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE as long as the Licensee has current exclusive rights thereto under this AGREEMENT at the time Agreement. Each Sublicensee must be subject to a written sublicense agreement. All sublicenses will include all of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and will require the performance of all the obligations due to, REGENTS The Regents (and, if applicable, the United States Government) under this AGREEMENT Government and other sponsors), other than those rights and obligations specified in Article 5 6 (License Issue Fee), Article 7 (License Maintenance Fee) and Paragraph 6.5 9.5 (minimum annual royaltyMinimum Annual Royalty) and Paragraphs 22.3 and 22.5 (reimbursement of Patent Prosecution Costs); (c) a provision requiring payment . For the avoidance of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates doubt, Affiliates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will Joint Ventures shall have no licenses under REGENTS’ PATENT RIGHTS except as this Agreement unless such Affiliates and Joint Ventures are granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 a sublicense. For the purposes of this AGREEMENTAgreement, the operations of all SUBLICENSEES Sublicensees shall be deemed to be the operations of LICENSEEthe Licensee, for which LICENSEE the Licensee shall be responsible. 4.6 LICENSEE 3.2 Under the terms of each sublicense, each such Sublicensee shall have the limited right (as described below) to grant three (3) further sublicenses (“Further Sublicenses”) to the Sublicensee’s affiliated companies and/or other third parties (each, a “Further Sublicensee”). Each Further Sublicensee shall also have the limited right to grant two (2) additional further sublicenses (“Additional Further Sublicenses”) to an affiliated company and/or other third party (each an “Additional Further Sublicensee”). In each case the term “affiliated company” shall have the same definition as Affiliate in Section 1.1 of this Agreement, with the appropriate sublicensee substituted for Licensee in the definition. Such Further Sublicenses and Additional Further Sublicenses may only be granted to the extent that such Sublicensee or Further Sublicensee deems that they are reasonably needed for the development and commercialization of Licensed Products and the maximization of sales in accordance with this Agreement. Each Sublicensee and each permitted Further Sublicensee and Additional Further Sublicensee shall be subject to a written sublicense agreement that shall be consistent with and not in violation of all of the applicable terms, conditions, obligations, restrictions and other terms of this Agreement that protect or benefit The Regents’ (and, if applicable, the U.S. Government’s and other sponsors’) rights and interests. Licensee shall attach a copy of this Agreement to each sublicense issued under this Paragraph 3.2 and shall specify in the sublicense that the sublicensee must comply with the terms of the Agreement. Licensee may redact the following information from the Agreement, should it wish to do so: License Issue Fee, License Maintenance Fee, Earned Royalties and Minimum Royalties, Milestone Payments, Fees for Patent Rights Added After Effective Date and the Patent Rights not included in the sublicense. Licensee agrees that it shall require appropriate audited and auditable reporting from each Sublicensee, its Further Sublicensees and Additional Further Sublicensees to establish all amounts owed hereunder, and shall make such reports available to The Regents. Licensee shall require each Sublicensee to submit to Licensee progress reports and audited financial reports consistent with the Agreement, and each Sublicensee shall require each Further Sublicensee and Additional Further Sublicensee to submit such progress reports and audited financial reports to Sublicensee which it will deliver to Licensee. Licensee shall make these reports available to The Regents. Licensee shall require that each Sublicensee agree to indemnification procedures and insurance coverages consistent with the obligations imposed on Licensee by Article 25 of the Agreement. Licensee shall also require each Sublicensee to obtain comparable indemnification provisions from each Further Sublicensee and each Additional Further Sublicensee. 3.3 In the event that The Regents and the Licensee each own an undivided interest in any Patent Rights licensed hereunder, the Licensee will not separately grant a license to any third party under its rights without concurrently granting a license under The Regents' rights on the terms and conditions described in this Article 3 (Sublicenses). 3.4 The Licensee will notify The Regents of each sublicense granted hereunder and will provide The Regents with a complete copy of each sublicense (along with a summary of the material terms of each such sublicense) and each amendment to such sublicense within thirty (30) days after issuance of such sublicense or such amendment. The Licensee will collect from Sublicensees and pay to The Regents all fees, payments, royalties and the cash equivalent of any consideration due The Regents. The Licensee will guarantee all monies due The Regents from Sublicensees. For clarity, if the Licensee grants a sublicense that contains a provision for payment of royalties by any Sublicensee in an amount that is less than the Sublicensee Royalty required to be paid under Paragraph 8.2 below, then the Licensee will pay to The Regents a total amount equal to the Sublicensee Royalty based on the Sublicensees’ Net Sales as provided for in Paragraph 8.2. The Licensee will require Sublicensees to provide it with copies of all progress reports and royalty reports in accordance with the provisions herein and the Licensee will collect and guarantee payment of deliver all monies and other consideration such reports due REGENTS The Regents from SUBLICENSEESSublicensees. 3.5 If Licensee licenses patent rights assigned to or otherwise acquired by it (“Licensee's Patent Rights”), and deliver all reports due REGENTS and received from SUBLICENSEESit believes, in good faith, that the recipient of such license will infringe Patent Rights in practicing the Licensee's Patent Rights, then the Licensee will not separately grant a license to such recipient under Licensee's Patent Rights without concurrently granting a sublicense under Patent Rights on the terms required under this Agreement. 4.7 3.6 Upon any expiration or termination of this AGREEMENT Agreement for any reason, all SUBLICENSES that are sublicensed rights conveyed to any Sublicensee (but not Further Sublicensees or Additional Further Sublicensees), granted by LICENSEE pursuant to Article 3 of this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination Agreement will remain in effect and will be assumed by The Regents as binding obligations provided that (a) such Sublicensee is not in breach of its sublicense at the time of expiration or termination of this Agreement; (b) all of the terms of this Agreement are agreed to fully in writing by such Sublicensee; and (c) such Sublicensee acquires no rights from or obligations on the part of The Regents other than those that are specifically granted under this Agreement and such Sublicensee assumes all liability and obligations to The Regents required of Licensee by this Agreement with respect to The Regents' sublicensed rights, including past due obligations existing at the time of assignment of this Agreement by Licensee. Moreover, The Regents will have the sole right to modify each such assigned sublicense to REGENTSinclude all of the rights of The Regents (and, except if applicable, the United States Government and other sponsors) that REGENTS are contained in this Agreement, including the payment of Earned Royalties directly to The Regents by the Sublicensee as if it were the Licensee at a rate that is no lower than the rate set forth in Article 9 (Earned Royalties and Minimum Annual Royalties) in accordance with Article 5 (Payment Terms). If the Sublicensee fails to meet the above provisions described in this Paragraph 3.6 (a – c) then The Regents may terminate its sublicense, in accordance with Article 16 (Termination by The Regents). The Regents will not be bound to perform any duties or obligations set forth in any SUBLICENSEs sublicense that extend beyond the duties and obligations of REGENTS The Regents set forth in this AGREEMENTAgreement, and the Licensee’s obligations to The Regents hereunder will be binding upon the Sublicensee. 4.8 If REGENTS (3.7 In the event that the sublicense granted to the extent of the actual knowledge of the licensing professional responsible for administration of Sublicensee under this case) Agreement terminates or a third party discovers expires while this Agreement remains in effect, all Further Sublicenses and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed Additional Further Sublicenses shall automatically terminate or are not currently under development by LICENSEE, then REGENTSexpire, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtyappropriate.

Sublicenses. 4.1 REGENTS also grants to LICENSEE the right to SUBLICENSE sublicense to AFFILIATES and third parties the right to develop, make, have made, use, offer for SALE, import, export, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. under this AGREEMENT Agreement at the time of sublicensing. Every such SUBLICENSE sublicense will include: (a) a statement setting forth the date upon which LICENSEE's ’s exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT Agreement other than those rights (i) any payment or reporting obligations (for which LICENSEE is directly responsible pursuant to Paragraph 4.6) and obligations specified (ii) the indemnification obligation in Article 5 19 (License Issue Fee) and which are addressed in Paragraph 6.5 (minimum annual royalty4.1(d)); (c) a provision requiring payment sublicensee shall have the right to grant further sublicense to its AFFILIATE and/or third parties to the extent sublicensee deems such sublicense is commercially reasonable, useful or necessary for the development and/or commercialization of royalties LICENSED PRODUCT(S) or LICENSED METHOD(S) in accordance with this AGREEMENT; provided that (i) such sublicense is subject to a written sublicense agreement and is bound by all of the applicable terms, conditions, obligations, restrictions and other covenants of this AGREEMENT that protect or benefit the REGENTS’(and, if applicable, the U.S. Government’s and other sponsors’) rights and interests and (ii) sublicensee shall, within thirty (30) days after issuing any further sublicense, furnish to LICENSEE in an amount sufficient for delivery to permit LICENSEE REGENTS, subject to meet its royalty obligations any confidentiality provisions with third parties, all material terms of any such sublicenses, pertaining to the REGENTS at interests, including the rates sublicensee name and bases set forth address; and Indemnification of REGENTS as provided in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (ed) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENTAgreement. 4.2 LICENSEE will pay to REGENTS percent ( %) [*] of any cash considerationSUBLICENSE REVENUE. In the event LICENSEE sublicenses the REGENTS’ PATENT RIGHTS along with its own patent rights or those of other third parties, and LICENSEE may reasonably determine in good faith the percentage of the cash equivalent of all other consideration, compensation received thereunder that represents consideration due to LICENSEE for the grant of the rights under each SUBLICENSE.the REGENTS’ PATENT RIGHTS, which percentage will be based upon the value of 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 24b-2 of the Securities Exchange Act of 1934, as amended. REGENTS’ PATENT RIGHTS licensed to the sublicensee relative to the value of the other third party patent rights licensed to the sublicensee. When making payment under this Paragraph 4.2, LICENSEE shall provide REGENTS with all supporting information and documentation used to determine any such percentage (or shall reference previously provided supporting information and documentation). However, in no case will LICENSEE reduce the compensation to The REGENTS below [*] of the sublicensed patent rights. [*] 4.3 LICENSEE will notify REGENTS of each SUBLICENSE sublicense granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENTsublicense agreement. Such copy may be redacted by LICENSEE to protect sensitive information. However, such copy shall contain sufficient information to assure REGENTS that the sublicense is consistent with this Agreement, and under no circumstances shall any financial terms necessary to calculate payments due to REGENTS hereunder be redacted. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE sublicense pursuant to this AGREEMENTAgreement. 4.5 For the purposes of this AGREEMENTAgreement, the operations of all SUBLICENSEES sublicensees shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee be responsible for payment of all monies and other consideration due REGENTS from SUBLICENSEEShereunder as a result of the activities of sublicensees, and deliver all reports due REGENTS and received from SUBLICENSEEShereunder will reflect such activities. 4.7 Upon termination of this AGREEMENT Agreement for any reason, all SUBLICENSES sublicenses that are granted by LICENSEE pursuant to this AGREEMENT Agreement where the SUBLICENSEE sublicensee is in compliance with its SUBLICENSE AGREEMENT sublicense agreement as of the date of such termination will remain survive such termination (as a direct license(s) from REGENTS), provided that (a) each such direct license shall be subject to the same non-financial terms and conditions as those in effect and will be assigned to REGENTSthis Agreement, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs sublicenses that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENTAgreement; (b) such sublicensee (or if there is at such time more than one such sublicensee, such sublicensees severally and jointly) shall be required to make any annual maintenance payments due pursuant to Paragraph 5.2 or any minimum annual royalties due pursuant to [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. Paragraph 6.7; and (c) and such sublicensee shall be required to make any other monetary payment(s) that, had this Agreement not been terminated, LICENSEE would have been required to make under this Agreement as a result of the license to or activities of such sublicensee. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is INVENTIONS are useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, and provided that such application does not compete, directly with LICENSED PRODUCTS that have been developed or are currently under development by LICENSEE (such application, the “NEW APPLICATION”), then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days [*] to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the applicationNEW APPLICATION. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new applicationNEW APPLICATION, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new applicationNEW APPLICATION, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new applicationNEW APPLICATION. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE sublicense under this AGREEMENTAgreement, then LICENSEE shall report the request to REGENTS within thirty (30) days [*] from the date of such written request. If the request results in a SUBLICENSEsublicense, then LICENSEE shall report it to REGENTS pursuant to Paragraph 4.3. LICENSEE shall have no obligation to grant a sublicense to any third party under this Paragraph 4.8 (and, for clarity, the subsequent paragraph shall not apply) if such third party fails to request such sublicense within [*] after the expiration of the [*] period described above. [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. If LICENSEE refuses to grant a SUBLICENSE sublicense to the third partyparty with respect to the NEW APPLICATION, then within thirty[*] after such refusal LICENSEE shall submit to REGENTS a report specifying the license terms proposed by the third party and a written justification for LICENSEE’s refusal to grant the proposed sublicense. If [*], then REGENTS shall have the right to grant to the third party a license to make, have made, use, sell, offer for sale and import products for use in the NEW APPLICATION [*].

Sublicenses. 4.1 REGENTS also grants to LICENSEE The license granted in Section 2.01 above shall include the right to SUBLICENSE grant written sublicenses, subject to AFFILIATES and third parties the UNIVERSITY's prior written approval which approval shall not be unreasonably withheld. SUBLICENSEE shall have no right to makegrant further sublicenses. In determining whether to approve a sublicense (or any amendment thereto), useUNIVERSITY will consider, offer for SALEamong other things, import, whether the provisions of the proposed sublicense are consistent with and SELL LICENSED PRODUCTS and LICENSED SERVICES, and similar to practice LICENSED METHOD, provided that those required of LICENSEE has exclusive rights under by this AGREEMENT at AGREEMENT. All sublicenses must comply with the time of sublicensing. Every such SUBLICENSE will includefollowing: (a) LICENSEE shall deliver to UNIVERSITY a statement setting forth the date upon which true and correct copy of each fully executed sublicense granted by LICENSEE's exclusive rights, privileges, and license hereunder will expire;any modification or termination thereof, within [***] days after execution, modification, or termination. (b) as applicable, all the rights of, and require the performance LICENSEE shall deliver to UNIVERSITY copies of all the obligations reports due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty);to LICENSEE from SUBLICENSEE within [***] days receipt of such reports by LICENSEE. (c) a provision requiring payment LICENSEE shall, at such times as UNIVERSITY directs and at UNIVERSITY's request, permit the inspection of royalties 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. LICENSEE shall be responsible to UNIVERSITY for the performance of its SUBLICENSEES under each sublicense agreement granting rights to any PATENT RIGHTS. LICENSEE in an amount sufficient to permit shall collect and guarantee all payments due UNIVERSITY from any SUBLICENSEE. (e) Any sublicense granted by LICENSEE to meet its royalty 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 REGENTS at this AGREEMENT. LICENSEE shall require that any sublicense agreement: (i) be consistent with the rates terms, conditions, covenants, warranties, representations, limitations, obligations, and bases set forth in duties of LICENSEE under this AGREEMENT; (dii) a prohibition on prohibit the grant of SUBLICENSEE from granting further SUBLICENSES sublicenses; and (eiii) contain express provisions under which the same provision for indemnification SUBLICENSEE expressly accepts duties and obligations at least equivalent to those accepted by the LICENSEE in the following sections of REGENTS as has been provided for in this AGREEMENT: Section 2.04 (reserved rights), Section 2.05 (license to University), Section 2.07 (publication), Section 2.08 (governmental rights), Section 3.09 (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 7.04 (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). 4.2 LICENSEE will pay (f) If any sublicense agreement granting any rights to REGENTS percent ( %) of any cash considerationthe PATENT RIGHTS does not comport with above requirements in Section 2.03(e), then that agreement shall be invalid, unenforceable, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSEvoid. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes (g) Upon any termination of this AGREEMENT, the operations of all SUBLICENSEES SUBLICENSEE's rights shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT also terminate except as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations Section 10.05 (assignment of REGENTS set forth in this AGREEMENTsublicenses). 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty

Sublicenses. 4.1 REGENTS also grants to LICENSEE the right to SUBLICENSE sublicense to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHODMETHOD in the LICENSED FIELD OF USE in the LICENSED TERRITORY, provided that LICENSEE has exclusive rights under this AGREEMENT Agreement at the time of sublicensing. Every such SUBLICENSE sublicense will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire[***]; (b) as applicable, all an agreement by the rights of, and require the performance of all the sublicensee to perform obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases that are [***] to those set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES [***]; and (ec) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENTAgreement. If REGENTS notifies LICENSEE in writing that a sublicensee is in violation of the obligations described in clause (b) or (c) of this Paragraph 4.1, then LICENSEE shall use [***] to cause such sublicensee to cure such violation, and LICENSEE agrees that if such violation has not been cured within [***] ([***]) days after notice from REGENTS to LICENSEE, then LICENSEE will [***] to [***]. 4.2 LICENSEE will pay to REGENTS percent ( %) a percentage of any cash consideration, and of the cash equivalent of all other consideration, SUBLICENSING INCOME due to LICENSEE for the grant of rights under each SUBLICENSE. sublicense, calculated based on the date such SUBLICENSING INCOME is received in accordance with the following schedule: [***] [*** ]% [***] [*** ]% 4.3 LICENSEE will notify REGENTS of each SUBLICENSE sublicense granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENTsublicense agreement. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE sublicense pursuant to this AGREEMENTAgreement. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT Agreement for any reason, all SUBLICENSES sublicenses that are granted by LICENSEE pursuant to this AGREEMENT Agreement where the SUBLICENSEE sublicensee is in compliance with its SUBLICENSE AGREEMENT sublicense agreement as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs sublicenses that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENTAgreement. 4.8 4.6 If any time later than [***] ([***]) years after the Effective Date, REGENTS (to the extent of the actual knowledge of [***] the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional determines that the INVENTION is useful for an a new application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEEthat [***] (“New Application”), then REGENTS, as represented by the Office of Technology Licensing, shall may give written notice to LICENSEELICENSEE that includes [***], except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEEas well as [***]. LICENSEE shall have ninety [***] (90[***]) days to give REGENTS written notice stating whether LICENSEE elects to develop start developing LICENSED PRODUCTS for the applicationNew Application within [***] ([***]) years from receipt of notice. If LICENSEE elects to develop and commercialize the proposed start developing LICENSED PRODUCTS for the new applicationNew Application within the next [***] ([***]) years, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize start development of the proposed LICENSED PRODUCTS for use in the new applicationNew Application, or within [***] ([***]) years from receipt of the above-mentioned notice has failed to start such development, then REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new applicationNew Application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE sublicense under this AGREEMENTAgreement, then LICENSEE shall report the request to REGENTS within thirty [***] (30[***]) days from the date of such written request. If the request results in a SUBLICENSEsublicense, then LICENSEE shall report it to REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE sublicense to the third party, then within thirty[***] ([***]) days after such refusal LICENSEE shall submit to REGENTS a report specifying [***]. If REGENTS determines that LICENSEE’s [***], no further negotiations are required, and LICENSEE shall have no further obligation to grant a sublicense to such third party with respect to such New Application. If, however, Berkeley Lights, Inc. U.C. Case No.: [***] Page 6 of 23 Exclusive License Confidential REGENTS determines otherwise, [***]. If [***], LICENSEE shall have no obligation to pursue further negotiations and sublicensing of such third party with respect to such New Application. If [***], then REGENTS may request arbitration pursuant to Paragraph 7.5 for the purpose of [***], and, if such arbitration results in a [***], then [***]. If [***], then [***].

Sublicenses. 4.1 REGENTS also grants 3.1 Promicell may, on 10 days’ prior written notice to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to makeMSK, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) grant sublicenses as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on Article 3, and subject to the limitation of Section 8.3, provided that Promicell may only grant sublicenses under any of the CD28 Patent Rights, Manufacturing Patent Rights, and Licensed Know-How together with the grant of further SUBLICENSES ; and (e) a sublicense under both the CD33 Patent Rights and the IL-18 Patent Rights to the same provision Sublicensee for indemnification of REGENTS as has been provided for in this AGREEMENTthe same Licensed Product. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent 3.2 Promicell shall remain responsible for performance of all other considerationof its obligations under this Agreement, due to LICENSEE for notwithstanding the grant of rights under each SUBLICENSEany sublicense. Any sublicense shall by its terms bind the Sublicensee to all provisions of this Agreement that by their terms are capable of performance by a Sublicensee, including without limitation the restrictions, limitations, and obligations of Articles 2 (provided, however, that the sublicense may be narrower than the license in Section 2.2), 4, 12, and 13 and Sections 7.4, 10.1, 11.3, and 11.4. Promicell shall also ensure that any sublicense includes obligations of the Sublicensee that are sufficient to allow Promicell to comply with the terms of this Agreement. Any act or failure to act by a Sublicensee that, if it were committed by ▇▇▇▇▇▇▇▇▇ would be a breach of this Agreement, shall be considered a breach of this Agreement by Promicell. 4.3 LICENSEE will notify REGENTS 3.3 Promicell shall, within 30 days of each SUBLICENSE granted hereunder execution, provide to MSK a confidential, un-redacted copy of all sublicensing agreements entered into by Promicell that include the Patent Rights or Licensed Know-How, provided, however, that Promicell shall be permitted to redact from such copy any portions of the agreement or amendment that are unrelated to Patent Rights or Licensed Know-How or that are not reasonably necessary for MSK to verify Promicell’s compliance with the terms of this Agreement so long as Promicell makes available for inspection by MSK’s outside counsel or auditor, under confidentiality, the unredacted document for the purpose of confirming Promicell’s compliance with this Agreement and furnish to REGENTS the propriety of the redactions. Additionally, Promicell shall promptly provide MSK with a copy of each any notice of breach, termination, or the like sent to or received from a Sublicensee that involves obligations of such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except Sublicensee that are imposed as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes a result of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsibleAgreement. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty

Sublicenses. 4.1 REGENTS Any sublicense granted by LICENSEE shall include incorporate the terms of this agreement sufficient for LICENSEE to comply with this Agreement. LICENSEE will provide YALE with a copy of each Sublicense Agreement (and all amendments thereof) promptly after execution. LICENSEE shall also grants include provisions in all sublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against YALE or assists another party in bringing a PATENT CHALLENGE against YALE (except as required under a court order or subpoena) then LICENSEE shall terminate the sublicense. 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 any royalties or other payments provided for hereunder, regardless of whether the terms of any sublicense provide for such amounts to be paid by the SUBLICENSEE directly to YALE. A breach of this provision shall constitute a material breach that is subject to Article 3.1(b). 4.2 LICENSEE shall pay royalties to YALE on NET SALES of SUBLICENSEES based on the same royalty rate as apply to NET SALES by LICENSEE and its AFFILIATES, regardless of the royalty rates payable by SUBLICENSEES to LICENSEE the right under a sublicense agreement. In addition, LICENSEE shall pay to YALE Forty Per Cent (40%) of any SUBLICENSE INCOME. 4.3 LICENSEE agrees that it has sole responsibility to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will includepromptly: (a) provide YALE with a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, copy of any amendments to sublicenses granted by LICENSEE under this Agreement and license hereunder will expire;to notify YALE of termination of any sublicense; and (b) as applicable, all the rights of, and require the performance include summaries of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified SUBLICENSEE progress in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty);accordance with Section 9. (c) a provision requiring payment provide copies of royalties sales reports provided to LICENSEE from the SUBLICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENTaccordance with Section 9. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except LICENSEE shall negotiate in good faith a sublicense to the LICENSED PATENTS on commercially reasonable terms with any interested third parties, excluding only third party products that are in direct competition with a LICENSED PRODUCT that has been disclosed to YALE and is identified by LICENSEE as granted by SUBLICENSE pursuant a LICENSED PRODUCT subject to this AGREEMENTAgreement. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment permitted to sublicense the LICENSE to its AFFILIATES on an AFFILIATE by AFFILIATE basis upon receipt by YALE of all monies and other consideration due REGENTS written notice from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USELICENSEE, but for which LICENSED PRODUCTS have such sublicense rights to an AFFILIATE shall not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, flow automatically and shall give only occur upon such written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtyYALE.

Sublicenses. 4.1 REGENTS Any sublicense granted by LICENSEE shall include incorporate the terms of this agreement sufficient for LICENSEE to comply with this Agreement. LICENSEE will provide YALE with a copy of each Sublicense Agreement (and all amendments thereof) promptly after execution. LICENSEE shall also grants include provisions in all sublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against YALE or assists another party in bringing a PATENT CHALLENGE against YALE (except as required under a court order or subpoena) then LICENSEE shall terminate the sublicense. 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 any royalties or other payments provided for hereunder, regardless of whether the terms of any sublicense provide for such amounts to be paid by the SUBLICENSEE directly to YALE. A breach of this provision shall constitute a material breach that is subject to Article 3.1(b). 4.2 LICENSEE shall pay royalties to YALE on NET SALES of SUBLICENSEES based on the same royalty rate as apply to NET SALES by LICENSEE and its AFFILIATES, regardless of the royalty rates payable by SUBLICENSEES to LICENSEE the right under a sublicense agreement. In addition, LICENSEE shall pay to YALE Forty Per Cent (40%) of any SUBLICENSE INCOME. Yale Confidential 4.3 LICENSEE agrees that it has sole responsibility to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will includepromptly: (a) provide YALE with a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, copy of any amendments to sublicenses granted by LICENSEE under this Agreement and license hereunder will expire;to notify YALE of termination of any sublicense; and (b) as applicable, all the rights of, and require the performance include summaries of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified SUBLICENSEE progress in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty);accordance with Section 9. (c) a provision requiring payment provide copies of royalties sales reports provided to LICENSEE from the SUBLICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENTaccordance with Section 9. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except LICENSEE shall negotiate in good faith a sublicense to the LICENSED PATENTS on commercially reasonable terms with any interested third parties, excluding only third party products that are in direct competition with a LICENSED PRODUCT that has been disclosed to YALE and is identified by LICENSEE as granted by SUBLICENSE pursuant a LICENSED PRODUCT subject to this AGREEMENTAgreement. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment permitted to sublicense the LICENSE to its AFFILIATES on an AFFILIATE by AFFILIATE basis upon receipt by YALE of all monies and other consideration due REGENTS written notice from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USELICENSEE, but for which LICENSED PRODUCTS have such sublicense rights to an AFFILIATE shall not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, flow automatically and shall give only occur upon such written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtyYALE.

Sublicenses. 4.1 REGENTS 3.1 The Regents also grants to LICENSEE Licensee the right to SUBLICENSE issue sublicenses to AFFILIATES and third parties the right to make, have made, use, sell, offer for SALE, import, to sell and SELL LICENSED PRODUCTS and LICENSED SERVICES, import Licensed Product and to practice LICENSED METHODLicensed Method, provided that LICENSEE and other sublicenses of or within the scope of the license granted under Article 2, as long as Licensee has current exclusive rights thereto under this AGREEMENT at Agreement. To the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as extent applicable, *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 5 sublicenses must include all of the rights of, of and require the performance of all the obligations due to, REGENTS (to The Regents and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth U.S. Government contained in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENTAgreement. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS 3.2 Licensee shall promptly provide The Regents with a copy of the relevant portion of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant sublicense issued (which shall include but not be limited to this AGREEMENT. 4.5 For the purposes information with an impact on financial terms or other requirements of this AGREEMENTAgreement), the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies payments due The Regents from sublicensees and other consideration due REGENTS from SUBLICENSEES, summarize and deliver all reports due REGENTS and received The Regents from SUBLICENSEESsublicensees. All such information shall be deemed the Confidential Information of Licensee pursuant to the terms of Article 28 (Secrecy). 4.7 (a) If after [*** Redacted] ([*** Redacted]) [*** Redacted] from the Effective Date, The Regents becomes aware of any field of use that Licensee is not pursuing with respect to the Regents' Patent Rights, and a third party has an interest and a detailed plan for pursuing such field of use (which is not overlapping or competitive with any field pursued by Licensee for Regent's Patent Rights), The Regents may notify Licensee of such third party's interest (such third party, the "Potential Sublicensee", and such field, the "New Field"). (b) In the event of a notice under Section 3.3(a), Licensee shall have a period of [*** Redacted] ([*** Redacted]) [*** Redacted] thereafter to notify The Regents (such notice, its "New Field Plans") if: (i) it or its sublicensees are then currently pursuing the New Field (or an overlapping or competitive field of use for Regent's Patent Rights); or (ii) it or its sublicensees are planning to pursue the New Field (or an overlapping or competitive field of use for Regent's Patent Rights) in the future; or (iii) it desires to directly sublicense such Potential Sublicensee. If Licensee notifies The Regents of case (i) or (ii) above, Licensee or its sublicensee shall provide The Regents with its development plan therefor within [*** Redacted] ([*** Redacted]) [*** Redacted] thereafter. If Licensee notifies The Regents of case (iii) above, The Regents shall direct the Potential Sublicensee to negotiate in good faith with Licensee for a sublicense. (c) If (i) Licensee has not notified The Regents of its New Field Plans within the above [*** Redacted] ([*** Redacted]) [*** Redacted] period or Licensee has not provided The Regents with a development plan therefor within the above [*** Redacted] ([*** Redacted]) [*** Redacted] period, as required in Section 3.3(b), or (ii) Licensee and the Potential Sublicensee are unable to reach a sublicense agreement, and the Potential Sublicensee has negotiated in good faith with Licensee, or (iii) Licensee fails to diligently proceed in good faith with the development, manufacture, and sale of Licensed Product in New Field according to the development plan of 3.3(b), as updated from time to time with the approval of The Regents, then The Regents may issue a non-exclusive sublicense to the Potential Sublicensee, limited to the New *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. Field; provided that Licensee does not notify The Regents that it owns or controls issued patent claims, which patent claims are valid and would dominate use of the Regents' Patent Rights in the New Field. Such sublicense to the Potential Sublicensee shall have royalty rate(s) (including with respect to sublicensing revenue) which are no more favorable than those set forth herein. 3.4 Upon termination of this AGREEMENT Agreement for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is sublicenses of The Regents' Patent Rights not then currently in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and material breach, will be assigned to REGENTSThe Regents, except at the request of the sublicensee; provided that REGENTS the duties of The Regents under the assigned sublicenses will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond greater than the duties and obligations of REGENTS set forth in The Regents under this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third partiesAgreement, and 2) information which originates with REGENTS’ personnel who do the rights of The Regents under the assigned sublicenses will not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for be less than the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE rights of The Regents under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtyAgreement.

Sublicenses. 4.1 REGENTS 3.1 LLNS also hereby grants to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to makeLicensee, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has so long as it retains exclusive rights under this AGREEMENT at Agreement, the time right to issue sublicenses through no more than two (2) tiers of sublicensingsublicensees under the rights and licenses granted to Licensee in Article 2 where LLNS may lawfully grant such licenses. Every For the avoidance of doubt, Affiliates and Joint Ventures shall have no licenses under the Patent Rights unless such SUBLICENSE Affiliates and Joint Ventures are granted a sublicense; provided, however, that sublicenses to Affiliates and Joint Ventures shall be disregarded solely for purposes of the above two-tier sublicense limitation. [***]. 3.2 All sublicenses will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privilegesbe in writing and will include terms and conditions sufficient to enable Licensee to comply with its obligations, and license hereunder will expire; (b) as applicable, all to protect the rights ofof LLNS and the U.S. Government, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those Agreement. Licensee will include in each sublicense a notice informing the sublicensee of LLNS’s rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENTunder Section 8.8. 4.2 LICENSEE 3.3 Licensee also will pay to REGENTS percent ( %) LLNS the percentage, specified in Exhibit C, of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE Other Sublicense Consideration Licensee receives for the grant of rights under each SUBLICENSEsublicense agreement pursuant to this Article 3. 4.3 LICENSEE 3.4 Licensee shall be responsible to LLNS for any acts or omissions of its sublicensees with respect to the sublicensees’ exercise of the Patent Rights. 3.5 Sublicensees will be required to carry the insurance requirements specified under Article 13. 3.6 Licensee will notify REGENTS LLNS of each SUBLICENSE sublicense granted hereunder and furnish provide LLNS, subject to REGENTS obligations of confidentiality, the Licensee may have with any sublicensee, with a copy of each sublicense within [***] of issuance of the sublicense; provided, that if a sublicense is included within a larger agreement that addresses other subject matter, Licensee may provide a redacted copy of such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant larger agreement showing only the sublicensing provisions and other provisions in the agreement to this AGREEMENT. 4.5 For the purposes extent reasonably necessary to establish Licensee’s conformance with the terms of this AGREEMENT, Agreement. Licensee guarantees all monies and Other Sublicense Consideration due LLNS from the operations sublicensees. Licensee will require sublicensees to provide it with copies of all SUBLICENSEES shall be deemed to be progress reports and royalty reports consistent with the operations of LICENSEEprovisions in this Agreement, for which LICENSEE shall be responsible. 4.6 LICENSEE and Licensee will collect and guarantee payment of deliver to LLNS all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all such reports due REGENTS and received from SUBLICENSEESsublicensees. 4.7 Upon termination 3.7 If Licensee is unable or unwilling to serve or develop a potential market or market territory within the Field of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where Use and the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but Territory for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEEthere is a company willing to be a sublicensee, then REGENTSLicensee will, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS within thirty (30) days from the date of such upon LLNS’s written request, endeavor to negotiate in good faith a sublicense with any such company in such market or territory. If the request results in a SUBLICENSE, then LICENSEE shall report it to REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses The determination to grant a SUBLICENSE sublicense may be based on Licensee’s business interests. Licensee will provide LLNS with written justification for denying any such sublicense. Failure to the third party, then within thirtyconclude any such sublicense shall not be considered a breach of this Agreement by Licensee so long Licensee can demonstrate that it has acted in good faith to comply with this paragraph.

Sublicenses. 4.1 REGENTS RxElite shall also grants to LICENSEE have the right to SUBLICENSE grant to AFFILIATES its subsidiaries or other sub-Licensees, exclusive or non-exclusive sublicenses under the License during the License Period, provided, however, and third parties RxElite agrees that: a) the terms and conditions of each sublicense shall be consistent with the terms and conditions of this Agreement; b) each sublicense shall provide that the obligations to Core Tech of this Agreement shall be binding on the sub-Licensee and be enforceable by Core Tech upon RxElite; c) Core Tech shall have the right to makeapprove any sublicense to a company not owned partially or fully by RxElite, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has grants exclusive rights under this AGREEMENT at the time of sublicensing. Every any kind to anyone, such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expireapproval not to be unreasonably withheld; (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and RxElite shall furnish to REGENTS Core Tech a true and complete copy of each such SUBLICENSE AGREEMENTsublicense agreement and each amendment thereto, promptly after the sublicense or amendment has been agreed upon; THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT, WHICH HAVE BEEN REMOVED AND REPLACED WITH AN “XX”, HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933 AND RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. 4.4 AFFILIATES will e) No Subsidiary or other sub-Licensee shall have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant the right to this AGREEMENT.further license, sublicense, or assign its rights without the written approval of Core Tech; 4.5 For the purposes f) No sublicense shall relieve RxElite of this AGREEMENTany of its obligations hereunder, the operations of all SUBLICENSEES and RxElite shall be deemed to be responsible for the operations acts or omissions of LICENSEE, its Subsidiaries and sub-Licensees and for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEEScompliance by them with their obligations, and deliver RxElite shall take all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES steps necessary to enforce that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent required to allow RxElite to fully comply with all of its obligations under this Agreement; and, g) RxElite shall not receive from sub-Licensees anything of value in lieu of cash payments in consideration for any sublicense under this Agreement without the actual knowledge prior written consent of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USECore Tech, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects consent will not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirtybe unreasonably withheld.

Sublicenses. 4.1 REGENTS also grants (i) Subject to LICENSEE the terms and conditions of this Agreement, as of the Effective Date, LANTHEUS will have the right to SUBLICENSE grant sublicenses through multiple tiers to AFFILIATES LANTHEUS Sublicensees of the rights granted to LANTHEUS under this Agreement in, the form of a LANTHEUS Sublicense Agreement, in accordance with the terms and third parties the right to make, use, offer for SALE, importconditions of this Section 6.1.5. The grant of any such sublicense will not relieve LANTHEUS of its obligations under this Agreement (including its financial obligations), and SELL LICENSED PRODUCTS LANTHEUS shall be responsible for any and LICENSED SERVICESall obligations, acts, and omissions of each LANTHEUS Sublicensee as if a LANTHEUS Sublicensee were LANTHEUS under this Agreement. As a condition precedent to practice LICENSED METHODand requirements of granting any such sublicense or any amendment or modification (including to any Distributor), provided that LICENSEE has exclusive each LANTHEUS Sublicensee will agree in writing to be bound by substantially identical obligations as LANTHEUS hereunder with respect to the activities of such LANTHEUS Sublicensee (including the terms and conditions of the CanProbe Agreement where the sublicense includes rights under this AGREEMENT at the time CanProbe IP). In addition, POINT shall (subject to Section 5.6.1 through 5.6.4, as well as POINT’s demonstrated ability to reliably Manufacture and supply Licensed Product to LANTHEUS and all LANTHEUS Sublicensees) have the right, but not the obligation, to require that, prior to the execution of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicableLANTHEUS Sublicense Agreement, the United States Governmentapplicable LANTHEUS Sublicensee(s) under agree in writing to purchase Licensed Product, including Clinical and Commercial Supplies thereof, from POINT. Each LANTHEUS Sublicense Agreement will be consistent in all respects with all applicable terms and conditions of this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE Agreement. LANTHEUS will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS provide POINT with a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEESLANTHEUS Sublicense Agreement, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon any modification or termination of this AGREEMENT for any reasonthereof, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date promptly after execution of such LANTHEUS Sublicense Agreement, modification or termination will remain in effect (and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS event within thirty (30) days from the date after such LANTHEUS Sublicense Agreement has been fully executed or modified or termination of such written requestLANTHEUS Sublicense Agreement has occurred); provided that any such copy may be redacted to remove any commercially sensitive information of LANTHEUS or the LANTHEUS Sublicensee, so long as not necessary for POINT to assess LANTHEUS’s and LANTHEUS Sublicensee’s compliance with the terms of this Agreement. If LANTHEUS shall use all Commercially Reasonable Efforts to collect amounts due, and as appropriate to exercise any applicable rights under any LANTHEUS Sublicense Agreement with a LANTHEUS Sublicensee, including if applicable to terminate the request results in LANTHEUS Sublicense Agreement with a SUBLICENSE, then LICENSEE shall report it LANTHEUS Sublicensee to REGENTS the extent such LANTHEUS Sublicensee fails to meet its payment obligations therein. With respect to any sublicense agreement entered into by POINT within the Territory pursuant to Paragraph 4.3. If LICENSEE refuses Section 6.1.1, POINT shall use all Commercially Reasonable Efforts to grant a SUBLICENSE collect amounts due, and as appropriate to exercise any applicable rights under such sublicense agreement with its sublicensee, including if applicable to terminate such sublicense agreement with its sublicensee to the third partyextent such sublicensee fails to meet its payment obligations therein. (ii) Net Sublicense Proceeds actually paid to a Party (which may include proceeds received by such Party as a result of enforcing the payment obligations against such sublicensee thereunder, then including without limitation any amounts received by such Party in connection with the enforcement or resolution of a payment dispute) by a sublicensee will be split: (A) for any LANTHEUS Sublicense Agreement entered into for the applicable region of the Territory during the applicable Sublicensing Diligence Period: sixty percent (60%) in favor of ▇▇▇▇▇▇▇▇, and forty percent (40%) in favor of POINT; and (B) for any sublicense agreement entered into by POINT or its Affiliates for the applicable region of the Territory after the applicable Sublicensing Diligence Period: forty percent (40%) in favor of ▇▇▇▇▇▇▇▇, and sixty percent (60%) in favor of POINT. (iii) In the event that LANTHEUS determines not to Develop and Commercialize the Licensed Product in any region of the Territory set forth below as determined in consultation with the JCSC, LANTHEUS will use Commercially Reasonable Efforts to sublicense the Development and Commercialization of the Licensed Product in the region of the Territory within thirtythe applicable period specified below (the “Sublicense Diligence Period”): Territory Sublicense Diligence Period Ends on European Union (provided that a sublicense covering Germany and France will satisfy LANTHEUS’ obligations to sublicense with respect to all of the European Union) Within 48 months after First FDA Approval Middle East Within 60 months after First FDA Approval Africa Within 60 months after First FDA Approval Latin America Within 60 months after First FDA Approval 35 LANTHEUS shall provide the JCSC regular updates with respect to the status of its sublicensing activities. Notwithstanding the foregoing, the applicable Sublicense Diligence Period above will be extended by one day for each day during which any Manufacture and Supply Agreement or Manufacturing technology transfer arrangements with LANTHEUS or a proposed LANTHEUS Sublicensee are being negotiated with POINT in good faith.

Sublicenses. 4.1 REGENTS A. The Regents also grants grant to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to makeLicensee, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has so long as it retains exclusive rights under this AGREEMENT at Agreement, the time right to issue Sublicenses ("Sublicenses") to Affiliates and third parties ("Sublicensees") under the rights and licenses granted to Licensee in Paragraph 2.A (with no right of sublicensingthe Sublicensees to further sublicense such rights to others) in the United States and in other countries where The Regents may lawfully grant such licenses. Every Affiliates shall have no licenses under the Patent Rights unless such SUBLICENSE Affiliates are granted a Sublicense. All Sublicenses will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, include all of the rights of, and will require the performance of all the obligations due to, REGENTS The Regents (and, if applicable, the United States GovernmentGovernment or other research sponsor) under this AGREEMENT Agreement other than those rights and obligations specified in Article 5 4 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %Fees) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 Agreement. For the purposes of this AGREEMENTAgreement, the operations of all SUBLICENSEES Sublicensees shall be deemed to be the operations of LICENSEEthe Licensee, for which LICENSEE the Licensee shall be responsible. 4.6 LICENSEE B. The Licensee will collect notify The Regents of each Sublicense granted hereunder and guarantee payment provide The Regents with a complete copy of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to REGENTS each Sublicense within thirty (30) days of its execution. C. The Licensee will be responsible for paying to The Regents Earned Royalties, as specified in Article 5 (Royalties) based on Sales of Licensed Products by the Sublicensees. The Licensee will guarantee all consideration due The Regents based on Sublicensees's Sales. The Licensee will require Sublicensees to provide it with copies of all Progress Reports and royalty reports in accordance with the provisions herein, and the Licensee will collect and deliver to The Regents all such reports due from the date of such written request. If the request results in a SUBLICENSE, then LICENSEE shall report it to REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE Sublicensees. D. In addition to the third partypayment of Earned Royalties based on the Sale of Licensed Products by the Sublicensees, then within thirtythe Licensee will pay to The Regents three percent (3%) of all Non-Royalty Consideration received by the Licensee in exchange for the grant of Sublicenses under Article 3. For purposes of this Paragraph 3.D, "Non-Royalty Consideration" means all non-royalty consideration received by the Licensee as consideration for the grant of a Sublicense, including fees, milestone payments, other payments, and the cash equivalent of non-cash consideration (e.g., stock, services, and equipment). This definition of Non-Royalty Consideration expressly excludes any royalty consideration received by the Licensee from a Sublicensee based on a percentage of the Sublicensee's Sales of Licensed Products, which such Sales are subject to Article 5 (Earned Royalties). E. Upon termination of this Agreement for any reason, The Regents, at its sole discretion, will determine whether any or all Sublicenses will be canceled or assigned to The Regents. In the event that The Regents accepts assignment of any Sublicense, The Regents will not be bound by any provisions of the Sublicense other than those rights and obligations contained in this Agreement. Moreover, The Regents will have the sole right to modify each such assigned Sublicense to include all of the rights of The Regents that are contained in this Agreement, including the payment of Earned Royalties directly to The Regents in accordance with Article 5 (Royalties).

Sublicenses. 4.1 REGENTS also grants to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to make, have made, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES without LICENSEE approval; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 1.1 LICENSEE will pay to REGENTS percent ( %) the following percentages of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE; (a) [***] PERCENT ([***]%) of SUBLICENSE REVENUE prior to enrolling the first patient in any Phase I or Phase II (if Phase I is not performed) clinical trial of a LICENSED PRODUCT. 4.3 (b) [***] PERCENT ([***]%) of SUBLICENSE REVENUE prior to enrolling the first patient in any Phase III clinical trial of a LICENSED PRODUCT. (c) [***] PERCENT ([***]%) of SUBLICENSE REVENUE prior to any arms-length First Commerical Sale (“FCS”) of a LICENSED PRODUCT. 1.2 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENTAGREEMENT (subject to redaction of confidential information). 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 1.3 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 1.4 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 1.5 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 1.6 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by Page 9 of 49 the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) [***] days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty[***] days after such refusal LICENSEE shall submit to REGENTS a report specifying the license terms proposed by the third party and a written justification for LICENSEE's refusal to grant the proposed SUBLICENSE. If REGENTS, at its sole discretion, determines that the terms of the SUBLICENSE proposed by the third party are reasonable under the totality of the circumstances, taking into account LICENSEE’s LICENSED PRODUCTS in development, then REGENTS shall have the right to grant to the third party a license to make, have made, use, SELL, offer for sale and import products for use in the LICENSED FIELD OF USE at substantially the same terms last proposed to LICENSEE by the third party providing royalty rates are at least equal to those paid by LICENSEE; provided, however, prior to REGENTS granting to the third party such license, REGENTS shall notify LICENSEE in writing of its decision to grant such license after which LICENSEE shall have [***] days to itself agree to grant a SUBLICENSE to the applicable third party on such terms.

Sublicenses. 4.1 REGENTS also grants 2.3.1 The rights and licenses granted to LICENSEE X4 under Section 2.1 shall include the right to SUBLICENSE grant sublicenses, which shall not be further sublicensable, to AFFILIATES its Affiliates, and third parties to academic collaborators and Third Party contractors to Develop the Licensed Compounds and Licensed Products in the Field in the Territory; provided, that, X4 shall require each such Sublicensee to agree in writing to be bound by the applicable terms and conditions of this Agreement, including Section 4.7, Section 12.7, ARTICLE 7 and ARTICLE 9. No such sublicense shall relieve X4 of any of its obligations hereunder and X4 shall use its Commercially Reasonable Efforts to enforce compliance by each such Sublicensee to the extent such enforcement is required to allow X4 to comply with its obligations hereunder. X4 shall promptly inform Genzyme in writing of any material breach by a Sublicensee of its sublicense agreement to the extent such material breach would reasonably be expected to affect Genzyme’s rights under this Agreement, and any failure by X4 to promptly take reasonable steps in accordance with the terms of the sublicense to have Sublicensee remedy such material breach shall constitute a material breach of this Agreement. 2.3.2 Subject to X4’s compliance with its obligations under Section 4.7, and subject to X4 having secured the X4 First Financing as required under Section 12.1, the rights and licenses granted to X4 under Section 2.1 shall include the right to makegrant sublicenses to its Affiliates and Third Parties to Develop and/or Commercialize the Licensed Compound and Licensed Products in the Field in the Territory. X4 shall (a) require each Sublicensee to agree in writing to be bound by the applicable terms and conditions of this Agreement, useincluding Section 4.7, offer for SALESection 12.7, importARTICLE 7 and ARTICLE 9, and SELL LICENSED PRODUCTS (b) provide Genzyme with a written notice of the execution of such sublicense (which written notice shall include a copy of any such sublicense)., which copy may be redacted by X4 with respect to obligations that are not relevant to X4’s obligations under this Agreement, the terms of which shall be Confidential Information of X4 and LICENSED SERVICESsubject to Article 9. No such Sublicensee shall relieve X4 of any of its obligations hereunder and X4 shall use its Commercially Reasonable Efforts to enforce compliance by each such Sublicensee to the extent such enforcement is required to allow X4 to comply with its obligations hereunder. X4 shall promptly inform Genzyme in writing of any material breach by a Sublicensee of its Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to practice LICENSED METHODthe Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, provided that LICENSEE has exclusive as amended. sublicense agreement to the extent such material breach would reasonably be expected to affect Genzyme’s rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privilegesAgreement, and license hereunder will expire; (b) as applicable, all any failure by X4 to promptly take reasonable steps in accordance with the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and terms of the cash equivalent of all other consideration, due sublicense to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS have Sublicensee remedy such material breach shall constitute a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes material breach of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsibleAgreement. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty

Sublicenses. 4.1 REGENTS also 3.1 The Regents hereby further grants to LICENSEE Licensee the right to SUBLICENSE grant to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, Affiliates and to practice LICENSED METHODJoint Ventures, but not to other entities, a Sublicense under the rights granted to Licensee hereunder, provided that LICENSEE that, Licensee has exclusive license rights under this AGREEMENT Agreement at the time of sublicensingthe grant of the Sublicense. Every such SUBLICENSE Sublicense will include: (a) a statement setting forth the date upon which LICENSEELicensee's exclusive rights, privileges, and license rights hereunder will expire; (b) as applicable, all the rights of, and require a provision requiring the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) to The Regents under this AGREEMENT Agreement other than those rights and obligations specified in Article 5 4 (License Issue Fee/Maintenance Fees) and Paragraph 6.5 5.3 (minimum annual royaltyMinimum Annual Royalty); (c) a provision requiring payment of royalties to LICENSEE Licensee in an amount sufficient to permit LICENSEE Licensee to meet its royalty obligations to REGENTS The Regents at the rates and bases set forth in this AGREEMENTAgreement; (d) a prohibition on the grant of further SUBLICENSES Sublicenses; and (e) the same provision for indemnification of REGENTS The Regents as has been provided for in this AGREEMENTAgreement. 4.2 LICENSEE 3.2 Licensee will pay to REGENTS The Regents twenty-five percent ( (25 %) of any cash consideration, and of the cash equivalent of all other consideration, which is due to LICENSEE Licensee for the grant of rights under each SUBLICENSEa Sublicense, excluding payments due to Licensee as a royalty based on Sales by the Sublicensee. Payment owed to The Regents under this Paragraph 3.2 is in addition to payments owed by Licensee to The Regents as Earned Royalties under Paragraph 5.1 based on Sales by the Sublicensee. 4.3 LICENSEE 3.3 Licensee will notify REGENTS The Regents of each SUBLICENSE Sublicense granted hereunder and furnish to REGENTS The Regents a copy of each such SUBLICENSE AGREEMENTSublicense Agreement and any amendments thereof. 4.4 AFFILIATES 3.4 Affiliates and Joint Ventures of Licensee will have no licenses under REGENTS’ PATENT RIGHTS Patent Rights except as granted by SUBLICENSE Sublicense pursuant to this AGREEMENTAgreement. 4.5 3.5 For the purposes of this AGREEMENTAgreement, the operations of all SUBLICENSEES shall Sublicensees will be deemed to be the operations of LICENSEELicensee, for which LICENSEE shall Licensee will be responsible. 4.6 LICENSEE 3.6 Licensee will collect and guarantee payment of all monies and other consideration due REGENTS The Regents from SUBLICENSEESSublicensees, and deliver all reports due REGENTS The Regents and received from SUBLICENSEESSublicensees. 4.7 3.7 Upon termination of this AGREEMENT Agreement for any reason, all SUBLICENSES Sublicenses that are granted by LICENSEE Licensee pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination Agreement will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENTautomatically terminate. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that the INVENTION is useful for an application covered by the LICENSED FIELD OF USE, but for which LICENSED PRODUCTS have not been developed or are not currently under development by LICENSEE, then REGENTS, as represented by the Office of Technology Licensing, shall give written notice to LICENSEE, except for: 1) information that is subject to restrictions of confidentiality with third parties, and 2) information which originates with REGENTS’ personnel who do not assent to its disclosure to LICENSEE. LICENSEE shall have ninety (90) days to give REGENTS written notice stating whether LICENSEE elects to develop LICENSED PRODUCTS for the application. If LICENSEE elects to develop and commercialize the proposed LICENSED PRODUCTS for the new application, LICENSEE shall submit progress reports to REGENTS pursuant to Article 8. If LICENSEE elects not to develop and commercialize the proposed LICENSED PRODUCTS for use in the new application, REGENTS may seek (a) third party(ies) to develop and commercialize the proposed LICENSED PRODUCTS for the new application. If REGENTS is successful in finding a third party, it shall refer such third party to LICENSEE. If the third party requests a SUBLICENSE under this AGREEMENT, then LICENSEE shall report the request to 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 REGENTS pursuant to Paragraph 4.3. If LICENSEE refuses to grant a SUBLICENSE to the third party, then within thirty