Common use of Sublicenses Clause in Contracts

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will have the right to grant, through multiple tiers, SUBLICENSES; provided however that such multiple-tier SUBLICENSES shall be consistent with the provisions herein with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditions.

Sublicenses. Provided that COMPANY maintains an exclusive license Subject to compliance by Company with its obligations under Section 2.3 (Right of Notification) below, commencing on the PATENT RIGHTS Closing Date, the licenses granted in Section 2.1 (Grant) (including, if applicable, in the FIELD last sentence of Section 2.11 (Covenant Not to Xxx)) may be sublicensed, in the TERRITORYfull or in part, COMPANY by Company to its Affiliates and Third Parties (and its AFFILIATES) will have with the right to grant, sublicense through multiple tiers), SUBLICENSES; provided however that as a condition precedent to and requirement of any such multiple-tier SUBLICENSES sublicense: (a) Any such permitted sublicense shall be in writing and shall be consistent with and subject to the provisions herein terms and conditions of this Agreement; (b) Company shall be responsible for any and all obligations of such Sublicensee as if such Sublicensee were “Company” hereunder; and (c) Any such Sublicensee shall agree in writing to be bound by the substantially similar obligations of Company hereunder that are relevant to the rights sublicensed by Company to Sublicensee under such sublicense agreement, including with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX Article 9 (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one handConfidentiality), and a SUBLICENSEESections 2.7 (Limited Exploitation Rights), on the other hand8.1 (Indemnity), 10.2.2 (Termination for IP Challenge), and 10.5 (Effects of Termination). Company shall provide Amgen, within [***] days following execution of its effective dateeach sublicense, prompt written notice thereof (which copies notice shall include the name of the Sublicensee and the general scope of such sublicense). Thereafter, upon Amgen’s reasonable request, Company shall provide to Amgen a copy of any such sublicense agreement executed by Company; provided that the financial terms (and any other terms Company is required to keep confidential) of any such sublicense agreement may be reasonably redacted except for matters relevant to COMPANY’S the extent not pertinent to an understanding of a Party’s rights or obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditions.

Sublicenses. Provided that COMPANY maintains an exclusive license Subject to compliance by Company with its obligations under Section 2.3 (Right of First Negotiation) below, commencing on the PATENT RIGHTS Closing Date, the licenses granted in Section 2.1 (Grant) (including, if applicable, in the FIELD last sentence of Section 2.1.1 (Covenant Not to Xxx)) may be sublicensed, in the TERRITORYfull or in part, COMPANY by Company to its Affiliates and Third Parties (and its AFFILIATES) will have with the right to grant, sublicense through multiple tiers), SUBLICENSES; provided however that as a condition precedent to and requirement of any such multiple-tier SUBLICENSES sublicense: (a) Any such permitted sublicense shall be in writing and shall be consistent with and subject to the provisions herein terms and conditions of this Agreement; (b) Company shall be responsible for any and all obligations of such Sublicensee as if such Sublicensee were “Company” hereunder; and [*] = 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. (c) Any such Sublicensee shall agree in writing to be bound by the substantially similar obligations of Company hereunder that are relevant to the rights sublicensed by Company to Sublicensee under such sublicense agreement, including with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX Article 9 (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one handConfidentiality), and a SUBLICENSEESections 2.7 (Limited Exploitation Rights), on the other hand8.1 (Indemnity), 10.2.2 (Termination for IP Challenge), and 10.5 (Effects of Termination). Company shall provide Amgen, within [***] days following execution of its effective dateeach sublicense, prompt written notice thereof (which copies notice shall include the name of the Sublicensee and the general scope of such sublicense). Thereafter, upon Amgen’s reasonable request, Company shall provide to Amgen a copy of any such sublicense agreement executed by Company; provided that the financial terms (and any other terms Company is required to keep confidential) of any such sublicense agreement may be reasonably redacted except for matters relevant to COMPANY’S the extent not pertinent to an understanding of a Party’s rights or obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditions.

Sublicenses. Provided that COMPANY maintains an exclusive license Prior to a Confirmed POC Clinical Trial, Company shall have no right to grant Sublicenses with respect to the PATENT RIGHTS rights licensed to Company under Section 2.1 without BMS’s prior written consent; provided that, in the FIELD each case where BMS provides such prior written consent, such Sublicenses are granted solely in the TERRITORYaccordance with this Section 2.2. Following a Confirmed POC Clinical Trial, COMPANY (and its AFFILIATES) will Company shall have the right to grantgrant Sublicenses with respect to the rights licensed to Company under Section 2.1 as follows: (x) to an Affiliate, through multiple tierswithout the prior written consent of BMS, SUBLICENSES; (y) to a Third Party [***] and (z) to a Third Party not included in (y), subject to BMS’ prior written consent (not to be unreasonably withheld), provided however that that, in each case (x), (y) and (z), such multiple-tier SUBLICENSES Sublicenses are granted solely in accordance with this Section 2.2. For the purposes of this Section 2.2, [***]. 2.2.1 Company shall have the right to enter into a Sublicense Agreement with a Third Party, provided that: (a) such Sublicense Agreement shall refer to this Agreement and shall be subordinate to and consistent with the provisions herein terms and conditions of this Agreement, and, shall not limit Company’s ability to fully perform all of its obligations under this Agreement or BMS’ rights under this Agreement; (b) in such Sublicense Agreement, the Sublicensee shall agree in writing to be bound to Company by terms and conditions that allow Company to fully perform the corresponding terms and conditions of this Agreement; (c) within [***] days after the execution of such Sublicense Agreement, Company shall provide a copy of such Sublicense Agreement to BMS, redacted, only as necessary, to remove content unrelated to obligations due to BMS; (d) Company shall remain primarily responsible for all payments due and the making of reports under this Agreement by its Sublicensees and for compliance by its Sublicensees with all applicable terms of this Agreement (including, without limitation, its payment obligations under Sections 11.1 and Articles 8 and 10 hereof), and shall use Commercially Reasonable Efforts to monitor such Sublicensees’ compliance with the terms of such License. Company shall remain jointly and severally liable with each of its Sublicensees (whether or not such Sublicensee is an Affiliate of Company) for any failure by such Sublicensee to comply with the terms and conditions of this Agreement; (e) the Sublicensee shall assume and agree in writing to be bound by and comply with the terms and conditions of this Agreement in the same manner as Company, including, without limiting the generality of the foregoing, the Sublicensee shall agree in writing to (i) maintain insurance coverage at no less than the levels set forth in Section 12.4, (ii) keep books and records substantially in accordance with Section 8.7, including permitting audit and inspection rights in accordance with Sections 8.7.3 and 8.7.4, and (iii) the right of termination provided in Section 13.2; Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (f) such Sublicensee shall not have the right to grant further Sublicenses with respect to SUBLICENSES. COMPANY shallthe Development or Commercialization of Licensed Products, or shall require its AFFILIATES except in accordance with and SUBLICENSEES to, incorporate subject to all of the terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with of this Section 2.2 and all of the other terms and conditions of this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions ; (g) any Sublicense rights granted by Company in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX Sublicense Agreement (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such Sublicense rights are granted to Company in this Agreement) shall terminate effective upon the termination under Article 13 of the license from BMS to Company with respect to such sublicensed rights, provided that such Sublicense rights shall not terminate if, as of the effective date of such termination under Article 13, the Sublicensee is enforceable not in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy material breach of any SUBLICENSE agreement between COMPANY its obligations to Company under its Sublicense Agreement, the Sublicensee was previously granted an exclusive Sublicense to Develop and Commercialize the Licensed Products or an AFFILIATE, on the one handLicensed Compounds, and a SUBLICENSEE, on the other hand, within [***] days of such termination the Sublicensee agrees in writing to be bound directly to BMS under a license agreement substantially similar to this Agreement with respect to the rights Sublicensed hereunder, substituting such Sublicensee (a “Surviving Sublicensee”) for Company, and provided further that (A) such license agreement shall not prejudice any remedy either Party may have against the other in connection with such termination of this Agreement (in whole or in part); (B) the scope of the rights granted to the Surviving Sublicensee under such license agreement (with respect to licensed activities, Licensed Products and territory) shall be equal to the scope of the rights that had been sublicensed by Company to the Surviving Sublicensee pursuant to the Sublicense Agreement; (C) Company shall no longer be obligated under this Agreement to pay amounts set forth in this Agreement, to the extent such amounts are payable based on the activities of such Surviving Sublicensee, its Affiliates and its sublicensees from and after the effective datedate of such termination; (D) such license agreement shall obligate the Surviving Sublicensee to pay directly to BMS amounts corresponding to those set forth in Article 8 which are payable based on the activities of such Surviving Sublicensee, which copies its Affiliates and its sublicensees from and after the effective date of such termination, as well as any additional financial consideration it had committed to pay Company or any of Company’s Affiliates as milestone and royalty obligations and other collaboration fees; (E) the Sublicensee cures any payment default of the Company to BMS as of the effective date of termination; and (F) such license agreement shall not modify the rights and obligations of the Parties following any termination of this Agreement in whole or in part; and (h) the provisions of this Section 2.2 shall also apply in the event of any subsequent amendment or modification of any such Sublicense Agreement. 2.2.2 For clarity, where provisions of this Agreement provide that Company shall be “solely” responsible or the like with respect to a matter (for example, Sections 5.4, 5.5, or 7.1), it is understood that such responsibilities may be reasonably redacted except for matters relevant to COMPANY’S obligations carried out or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX borne on Company’s behalf by an Affiliate of Company or by a permitted Sublicensee or contractor of Company. 2.2.3 It shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 be a material breach of this AgreementAgreement for Company to enter into any Sublicense hereunder not in compliance with this Section 2.2. COMPANY shall provide written notification to XXXXXXXXX within Certain information marked as [***] days of the effective date of multiple-tier SUBLICENSE has been excluded from this exhibit because it is both (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, i) not material and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as (ii) would be competitively harmful if it were COMPANY under the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditionspublicly disclosed.

Sublicenses. Provided S&N may grant to any Affiliate of S&N a sublicense of the license granted to S&N under Section 2.1.1 without the prior consent of Nucryst, provided that COMPANY maintains there is and continues to be throughout the term of the sublicense an exclusive license enforceable sublicense agreement between S&N and any such Affiliate wherein such Affiliate agrees to be bound by the provisions of this Agreement relating to the PATENT RIGHTS use and safeguarding of the licensed technology including the confidentiality provisions in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will have the right to grant, through multiple tiers, SUBLICENSES; provided however that such multiple-tier SUBLICENSES Article 7. S&N shall be consistent with responsible for diligently enforcing the provisions herein with respect of such sublicense agreement and for the acts and omissions of each such Affiliate and such acts and omissions shall be regarded for the purposes of this Agreement as the acts and omissions of S&N. No such S&N Affiliate shall grant any further license of such licensed technology to SUBLICENSES. COMPANY shallany other Person nor assign its rights to any other Person, or shall require its AFFILIATES and SUBLICENSEES toexcept in either case, incorporate to another S&N Affiliate on the terms and conditions into its SUBLICENSE agreements sufficient specified in this Section 2.2. Any distributors retained by S&N to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSEdistribute Products, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with they require a fully signed photocopy sublicense of any SUBLICENSE agreement between COMPANY marketing or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days of its effective date, which copies may be reasonably redacted except for matters relevant Sales rights granted to COMPANY’S obligations or XXXXXXXXX’X rights S&N under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 Section 2.1.1 of this Agreement, shall, for the purposes of this Section 2.2., be regarded as Affiliates of S&N and the provisions hereof shall apply accordingly. COMPANY shall provide written notification to XXXXXXXXX within [***] days Further, S&N may not grant sublicenses of the effective date license granted to S&N under Section 2.1.1 to any other Person without the prior written consent of multiple-tier SUBLICENSE Nucryst (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS such consent not to a third partybe unreasonably withheld). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due provided that there is and continues to COMPANY or be throughout the term of the sublicense an AFFILIATE from enforceable sublicense agreement between S&N and such SUBLICENSEE as it relates Person wherein such Person agrees to SUBLICENSE INCOME. Upon termination be bound by the provisions of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical relating to the SUBLICENSE use and safeguarding of the licensed technology including the confidentiality provisions in Article 7. No such Person shall grant any further license of such licensed technology to any other Person nor assign its rights to any other Person. S&N shall be responsible for diligently enforcing the provisions of such sublicense agreement and terms which COMPANY previously granted to for the acts and omissions of its permitted sublicensees and such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under acts and omissions shall be regarded for the terms purposes of this Agreement. XXXXXXXXX agrees to execute such direct license Agreement as the acts and any non-identical terms in good faith under reasonable terms and conditions.omissions of S&N.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will POINT shall have the right to grantgrant sublicenses under the rights licensed to POINT under Sections 2.1(a) solely in accordance with this Section 2.2 as follows: (a) subject to the Licensor’s prior review and written response, through multiple tiersnot to be unreasonably delayed, SUBLICENSES; provided however that for use and distribution of the Product in the Field within the Territory; (b) such multiple-tier SUBLICENSES sublicense shall refer to this Agreement and shall be subordinate to and consistent with the provisions herein with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with of this Agreement. COMPANY , and shall alsonot limit the ability of POINT (individually or through the activities of its Affiliates and Sublicensees) to fully perform all of its obligations under this Agreement or the Licensor’s rights under this Agreement; (c) in such sublicense, or the Sublicensee shall require its AFFILIATES and SUBLICENSEES agree to be subject to, include provisions 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 all SUBLICENSES favour of Licensor substantially similar to provide that those in Section 15.3 and 15.4; (iii) a right-to-audit clause to permit POINT to 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 event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party Field in bringing a PATENT CHALLENGE against XXXXXXXXX the Territory; (except as required under a court order or subpoenaiv) then COMPANY may terminate reporting obligations requiring the SUBLICENSESublicensee 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 such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within required from POINT pursuant to Section 9; [***] days of = Indicates confidential information omitted from the exhibit. (v) obligations requiring its effective dateemployees, which copies may contractors and agents to grant Licensor all rights in and to any Improvements and any other obligations that might be reasonably redacted except for matters relevant required to COMPANY’S obligations protect the Licensed Technology or XXXXXXXXX’X the Licensor’s rights under this Agreement. XXXXXXXXX ; and (vi) POINT shall treat include a third party beneficiary clause for Licensor’s benefit in Sublicensee agreements; (d) POINT shall inform the Licensor in writing within thirty (30) days after the execution and delivery by POINT of any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY sublicense and shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related copy to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOMELicensor. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have POINT reserves the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical redact such agreement if other assets than the Product are included, without removing any provisions relevant to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under sublicensing of the terms Product. (e) POINT shall be responsible for performing all of its obligations set forth in this Agreement. XXXXXXXXX agrees , without regard to execute whether it has granted any sublicense under this Section 2.2; and (f) such direct license and any nonsublicenses shall expressly prohibit the granting of further right of a sub-identical terms in good faith under reasonable terms and conditionssub-license.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will 3.2.1. OSI shall have the right to grantgrant sublicenses under the LICENSES to any SUBLICENSEE or any AFFILIATE, through multiple tiersprovided that, SUBLICENSES; provided however that under each sublicense, each such multiple-tier SUBLICENSES SUBLICENSEE or AFFILIATE shall be subject to terms and conditions that are consistent with the provisions herein with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient of this AGREEMENT as applicable; provided, however, that (a) each sublicense shall, at NEKTAR AL’s option, terminate upon the termination or expiration of this AGREEMENT, provided further, however, that at OSI’s request during the term of this AGREEMENT, NEKTAR AL shall use commercially reasonable efforts to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX negotiate with a fully signed photocopy SUBLICENSEE a commercially reasonable stand-by license agreement pursuant to which upon termination of this AGREEMENT for a material breach by OSI, such SUBLICENSEE would receive the same or similar license as OSI had pursuant to Section 3.1 on the condition that such SUBLICENSEE cures such material breach by OSI and takes on OSI’s obligations as they existed under this AGREEMENT, (b) OSI’s grant of any SUBLICENSE agreement between COMPANY or an AFFILIATEsublicense shall not relieve OSI from any of its obligations under this AGREEMENT, on the one hand, (c) OSI shall remain jointly and severally liable for any breach of this AGREEMENT caused by a SUBLICENSEE, on and (d) promptly after entering into any sublicense agreement with a SUBLICENSEE, OSI shall promptly provide NEKTAR AL with a true, complete and correct unredacted copy of such sublicense agreement and any agreements into which OSI or its AFFILIATES enters into with such SUBLICENSEE or its AFFILIATES in connection with such sublicense agreement. 3.2.2. Notwithstanding the other handprovisions of Section 3.2.1, within [***] days of its effective date, which copies OSI may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat not sublicense any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS LICENSED TECHNOLOGY to a third party). COMPANY shall provide information PERSON that has a significant or material business (as determined from the perspective of a reasonable competitor in such business) in either or both: (a) manufacturing or supplying PEG or PEG derivatives; and (b) attaching PEG or PEG derivatives to XXXXXXXXX related pharmaceutical or biotechnology products, including licensing intellectual property or technology pertaining to the parties attachment of such agreement, grant of rights, and payments due PEG or PEG derivatives to COMPANY pharmaceutical or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditionsbiotechnology products.

Sublicenses. Provided that COMPANY maintains an exclusive license Subject to compliance with Section 2.6 of the PATENT RIGHTS in the FIELD in the TERRITORYMaster Collaboration Agreement, COMPANY (and its AFFILIATES) will Celgene shall have the right to grantgrant sublicenses under the rights granted to it under Section 6.1.1 and 6.1.2, through multiple tierswithout the prior consent of Jounce (except as stated below in this Section 6.1.3), SUBLICENSES; provided however that to any (a) Affiliate of Celgene, (b) Third Party subcontractor engaged by Celgene, and (c) Third Party (if for the Commercialization of Co-Co Products in the U.S., solely with Jounce’s prior written consent, such multipleconsent not to be unreasonably withheld) for the Development or Commercialization of any Co-tier SUBLICENSES Co Candidate, Co-Co Product or related Co-Co Diagnostic Product (other than for PD-1, for which no consent shall be consistent with the provisions herein with respect to SUBLICENSES. COMPANY shallrequired), or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide provided that in the event that SUBLICENSEE brings Celgene grants a PATENT CHALLENGE against XXXXXXXXX sublicense under Section 6.1.3(c) (but excluding sublicenses granted to contractors, agents and other Third Parties performing services for or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order on behalf of Celgene or subpoena) then COMPANY may terminate the SUBLICENSEits Affiliates), to the extent such termination is enforceable in accordance with applicable laws. COMPANY Celgene shall furnish XXXXXXXXX provide Jounce with a fully signed photocopy fully-executed copy of any SUBLICENSE agreement between COMPANY (redacted as necessary to protect confidential or an AFFILIATEcommercially sensitive information that is not necessary to confirm compliance with this Celgene Lead Co-Co Agreement) reflecting any such sublicense promptly after the execution thereof. Subject to compliance with Section 2.6 of the Master Collaboration Agreement, on Jounce shall have the one handright to grant sublicenses under the rights granted to it under Section 6.1.2, and a SUBLICENSEE, on without the other hand, within prior consent CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***] days ]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of its effective dateCelgene, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights any Affiliate of Jounce and to any Third Party subcontractor engaged by Jounce. Each sublicense granted by either Party under this Agreement. XXXXXXXXX Section 6.1.3 shall treat any such copies of SUBLICENSE agreements as Information in accordance be subject to and consistent with Article 15 the terms and conditions of this Celgene Lead Co-Co Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditions.

Sublicenses. Provided that COMPANY maintains an exclusive license 2.2.1 In no event shall any sublicense granted pursuant to Section 2.1 diminish, reduce or eliminate any of the PATENT RIGHTS in obligations of the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will have the right to grant, through multiple tiers, SUBLICENSES; provided however that such multiple-tier SUBLICENSES shall be consistent with the provisions herein with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights sublicensing Party under this Agreement. XXXXXXXXX Any sublicense granted pursuant to Section 2.1 shall treat any be subject and subordinate to, and consistent with, the terms and conditions of this Agreement and shall require each such copies of SUBLICENSE agreements as Information in accordance sublicensee to comply with Article 15 all applicable terms of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within , including the prohibition of further sublicensing by the sublicensee except where such sublicense is in compliance with the provisions of this Agreement. 2.2.2 [**]. The sublicensing Party shall provide the other Party with a fully-executed copy of any agreement (which the sublicensing Party may redact as necessary to protect confidential or commercially sensitive information) reflecting any such sublicense promptly after the execution thereof. If a Party grants a sublicense, the terms and conditions of this Agreement and the Third Party Agreements that are applicable to sublicensees shall apply to such sublicensee to the same extent as they apply to such Party. Further, the sublicensing Party assumes full responsibility, and shall remain primarily liable, for causing the performance of all obligations of each Affiliate and sublicensee of such sublicensing Party to which it grants a sublicense, and will itself pay and account to the other Party for all payments due under this Agreement by reason of operation of any such sublicense. 2.2.3 [*] days *]. 2.2.4 Any sublicensed rights granted by Verve pursuant to Section 2.2.2 with respect to a Terminated Product shall terminate effective upon the termination of this Agreement with respect to such Terminated Product, provided that, subject to and to the extent permitted under the Third Party Agreements, the terms of such sublicensed rights shall not terminate if, as of the effective date of multiple-tier SUBLICENSE (i.e.such termination, the relevant sublicensee for such sublicense is not in material breach of its obligations to Verve under its sublicense agreement, and within [**] of such termination, such sublicensee agrees in writing to be bound directly to Beam under a SUBLICENSEE sublicensing PATENT RIGHTS license agreement substantially similar to a third party). COMPANY shall provide information to XXXXXXXXX related this Agreement with respect to the parties rights sublicensed and granted hereunder, substituting such sublicensee (a “Surviving Sublicensee”) for Verve, and provided further that (a) the scope of the rights granted to the Surviving Sublicensee under such license agreement (with respect to such Terminated Product) shall be equal to (or, upon mutual agreement of the Parties, less than) the scope of the rights that had been sublicensed and granted by Verve to the Surviving Sublicensee pursuant to such sublicense agreement; (b) such license agreement shall obligate the Surviving Sublicensee to pay directly to Beam amounts corresponding to those set forth in Article 10 which are payable based on the activities of such agreementSurviving Sublicensee, grant its Affiliates and its sublicensees from and after the effective date of rightssuch termination; (c) Beam will not be required to undertake obligations in addition to those required by this Agreement; (d) that Beam’s rights under such direct license will be consistent with its rights under this Agreement, taking into account the scope of the license granted under such direct license; and payments due to COMPANY or an AFFILIATE from (e) such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon license agreement shall not modify the rights and obligations of the Parties following any termination of this Agreement in whole or in part. 2.2.5 The Parties acknowledge and agree that: (a) [**] is an intended third party beneficiary of the rights granted to Verve by Beam pursuant to Section 2.1.1 and 2.1.4 under the Beam Base Editor Technology and Beam C2C1 Technology licensed to Beam by [**] under the Beam-[**] Agreement, solely for any reasonthe purpose of enforcing all patent challenge, any SUBLICENSEE not then in default will have intellectual property ownership, indemnification and insurance and compliance with law provisions applicable to such Beam Base Editor Technology and Beam C2C1 Technology licensed to Verve under this Agreement and, with respect to such insurance and indemnification provisions, each applicable Product, and enforcing the right to seek a direct license from XXXXXXXXX under terminate this Agreement for breach of such patent challenge, indemnification (solely with respect to Verve’s obligation to indemnify [**] as set forth in Schedule 2.4.1(a)) and insurance provisions; (b) Each other Institution is an intended third party beneficiary of the rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY Verve by Beam pursuant to Section 2.1.1 and 2.1.4 under the terms Beam Base Editor Technology and Beam C2C1 Technology licensed to Beam by such other Institution under the applicable Third Party Agreement for the purpose of enforcing such Institution’s rights, including indemnification and insurance provisions that relate to such Beam Base Editor Technology and Beam C2C1 Technology licensed to Verve under this Agreement, and each Product relating to such grant of rights; (c) The rights of [**] or any other Institution may be enforced by any Institution in any court of competent jurisdiction and, without limiting the generality of the foregoing, Verve consents to jurisdiction in Massachusetts courts with respect to any such Institution’s enforcement of its rights under this Agreement; and (d) Notwithstanding the governing law selected under this Agreement, Verve agrees that, in the event of any difference in interpretation or result as between the laws of the jurisdiction of this Agreement and the laws of Massachusetts, the laws of Massachusetts shall control in any action in which [**] or any other Institution is enforcing its rights under this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditions.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATESa) will RSVC shall have the right to grantgrant to its Affiliates and to Third Parties sublicenses under the license granted in Section 2.1, through multiple tierssubject to BH’s prior written consent, SUBLICENSESnot to be unreasonably withheld, conditioned or delayed; provided however that (i) no such multiple-tier SUBLICENSES consent shall be consistent with the provisions herein required with respect to SUBLICENSESsublicenses granted to Affiliates of RSVC; (ii) no such consent shall be required with respect to compulsory licenses required by Law; (iii) […***…]; and (iv) if […***…], such BH consent shall not be required for any sublicenses or further sublicenses that RSVC or its Affiliates or any of their Sublicensees may grant. (b) Except with respect to sublicenses granted to Affiliates of RSVC and compulsory licenses required by Law, each such sublicense shall be in writing. COMPANY shallExcept with respect to compulsory licenses required by Law, or each such sublicense shall require its AFFILIATES be subject and SUBLICENSEES subordinate to, incorporate and consistent with, the terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply of this Agreement, and shall provide that any such Sublicensee shall not further sublicense except on terms consistent with this AgreementSection 2.2. COMPANY RSVC shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX BH with a fully signed photocopy copy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, written sublicense granted pursuant to this Section 2.2(b) within […***…] days after the execution thereof. A copy of a sublicense agreement may be redacted to exclude confidential information required by such Sublicensee to be kept confidential. RSVC shall remain responsible for the performance of its effective dateSublicensees (excluding compulsory Sublicensees), which copies may be reasonably redacted except for matters and shall ensure that all Sublicensees (other than compulsory Sublicensees) comply with the relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 provisions of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditions.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will have the right to grant, through multiple tiers, SUBLICENSES; provided however that such multiple-tier SUBLICENSES Each sublicense granted hereunder shall be consistent with and comply with all the provisions herein with respect to SUBLICENSES. COMPANY shallterms of this Agreement, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY Company to comply with this Agreement. COMPANY , and shall alsoprohibit any further sublicense or assignment by a Sublicensee without Hospital consent, or and, in the case where the sublicense is a license of substantially all of the rights the Company is granted by the Hospital hereunder in any territory, shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in Hospital is a Third Party beneficiary thereof. Any sublicense granted by Company shall be subject to the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required prior written approval of Hospital, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, Company may grant sublicenses under a court order or subpoena) then COMPANY may terminate Section 2.1(a)(iii), without the SUBLICENSEprior written consent of the Hospital, to a public or private entity having assets in excess of [***]U.S. dollars ($[***]). If a sublicense agreement involves the extent such termination is enforceable license of substantially all of the rights granted to the Company by Hospital hereunder in accordance with applicable laws. COMPANY any particular territory (a “Material Sublicense”), Company shall furnish XXXXXXXXX with provide to Hospital a fully signed photocopy non-redacted copy of any SUBLICENSE agreement between COMPANY or an AFFILIATEall such sublicense agreements and amendments thereto, on the one handincluding all exhibits, attachments and a SUBLICENSEE, on the other handrelated documents, within [***] days of its effective dateexecuting the same. Material Sublicenses will be in writing, which copies may be reasonably redacted except for matters relevant and will (i) require such Sublicensee to COMPANY’S obligations or XXXXXXXXX’X rights under comply with the terms and conditions of this Agreement. XXXXXXXXX shall treat , including: payment of Royalties and Non-Royalty Income pursuant to Section 4.5, the reporting obligations set forth under Sections 5.3 and 5.4 (Reports and Records), the record keeping and audit requirements set forth under Section 5.5 (Audit Rights), the provisions regarding patent prosecution set forth under Article 6 (Patent Prosecution and Maintenance) but only to the extent prosecution rights are sublicensed, patent infringement set forth under Article 7 (Third Party Infringement and Legal Actions) and the confidentiality requirements set forth under Appendix E (Confidentiality); (ii) require such Sublicensee to indemnify, hold harmless and defend Hospital Indemnitees consistent with Section 8.1 (Indemnification) and carry insurance under the same or more favorable terms as those set forth in Section 8.2 (Insurance); (iii) include a provision that permits Company to terminate the Sublicense if such Sublicensee (or an Affiliate of such Sublicensee) challenges the validity of the Patent Rights directly, or indirectly through assistance granted to a Third Party, with respect to any such copies of SUBLICENSE agreements as Information the Patent Rights sublicensed hereunder; and (iv) provide for termination or assignment to Hospital of Company’s interest therein upon termination in accordance with Article 15 Section 10.8 (Effect of Termination on Sublicenses). Each copy of a Material Sublicense shall be considered the Confidential Information of Company and the applicable Sublicensee, and shall be treated in accordance with the provisions of Appendix E. Any sublicense which is not in accordance with this Agreement shall be null and void, subject to the Company’s right to cure any default of this Agreementprovision following written notice from Hospital. COMPANY shall provide written notification to XXXXXXXXX within [***] days Failure of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS Sublicensee to a third party). COMPANY shall provide information Material Sublicense to XXXXXXXXX related agree to be bound by the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination applicable terms of this Agreement for any reasonor failure of Company to provide copies of a Material Sublicense agreement shall be deemed a failure to perform Company’s obligations, any SUBLICENSEE not then and Hospital may terminate this Agreement in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditionsaccordance with Section 10.4.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will Company shall have the right to grantgrant Sublicenses with respect to the rights licensed to Company under Section 2.1: (x) to an Affiliate, through multiple tiersincluding to its wholly owned subsidiary, SUBLICENSES; Biohaven Pharmaceutical Product No.2000 Ltd., a British Virgin Island corporation (“BVI Subsidiary”), without the prior written consent of BMS, (y) to a third party manufacturer to make Licensed Compounds or Licensed Product for the benefit of Company without the prior written consent of BMS provided however that such multiple-tier SUBLICENSES Sublicense relates only to the manufacturing of Licensed Compounds or Licensed Products and (z) to a Third Party (other than to any Third Party referred to in (y) above) subject to BMS’ prior written consent (not to be unreasonably withheld or delayed), provided that, in each case (x), (y) and (z), such Sublicenses are granted solely in accordance with this Section 2.2: 2.2.1 Company and BVI Subsidiary shall have the right to enter into a Sublicense Agreement with a Third Party, provided that: (a) such Sublicense Agreement shall refer to this Agreement and shall be subordinate to and consistent with the provisions herein terms and conditions of this Agreement, and, shall not limit Company’s ability to fully perform all of its obligations under this Agreement or BMS’ rights under this Agreement; (b) in such Sublicense Agreement, the Sublicensee shall agree in writing to be bound to Company or BVI Subsidiary, as applicable, by terms and conditions that allow Company to fully perform the corresponding terms and conditions of this Agreement; (c) promptly after the execution of such Sublicense Agreement, Company or BVI Subsidiary, as applicable, shall provide a full copy of such Sublicense Agreement to BMS; (d) Company shall remain primarily responsible for all payments due and the making of reports under this Agreement by its Sublicensees and for compliance by its Sublicensees with all applicable terms of this Agreement (including, without limitation, its payment obligations under Sections 11.1 and Articles 8 and 10 hereof), and Company and BVI Subsidiary shall use Commercially Reasonable Efforts to monitor their Sublicensees’ compliance with the terms of such License. Company shall remain jointly and severally liable with each of its Sublicensees (whether or not such Sublicensee is an Affiliate of Company) for any failure by such Sublicensee to comply with the terms and conditions of this Agreement; (e) the Sublicensee shall assume and agree in writing to be bound by and comply with the terms and conditions of this Agreement in the same manner as Company, including, without limiting the generality of the foregoing, the Sublicensee shall agree in writing (i) to maintain insurance coverage at no less than the levels set forth in Section 12.4, (ii) to keep books and records substantially in accordance with Section 8.7, including permitting audit and inspection rights in accordance with Sections 8.7.3 and 8.7.4, and (iii) the right of termination provided in Section 13.2.5; (f) such Sublicensee shall not have the right to grant further Sublicenses with respect to SUBLICENSES. COMPANY shallthe Development or Commercialization of Licensed Products, or shall require its AFFILIATES except in accordance with and SUBLICENSEES to, incorporate subject to all of the terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with of this Section 2.2 and all of the other terms and conditions of this Agreement. COMPANY ; (g) any Sublicense rights granted by Company or BVI Subsidiary in a Sublicense Agreement (to the extent such Sublicense rights are granted to Company or BVI Subsidiary in this Agreement) shall alsoterminate effective upon the termination under Article 13 of the license from BMS to Company with respect to such sublicensed rights, provided that such Sublicense rights shall not terminate if, as of the effective date of such termination under Article 13, the Sublicensee is not in material breach of its obligations to Company under its Sublicense Agreement, the Sublicensee was previously granted an exclusive Sublicense to Develop and Commercialize the Licensed Products or shall require its AFFILIATES Licensed Compounds, and SUBLICENSEES to, include provisions within [* * *] days of such termination the Sublicensee agrees in all SUBLICENSES writing to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required be bound directly to BMS under a court order license agreement substantially similar to this Agreement with respect to the rights Sublicensed hereunder, substituting such Sublicensee (a “Surviving Sublicensee”) for Company or subpoenaBVI Subsidiary, and provided further that (A) then COMPANY such license agreement shall not prejudice any remedy either Party may terminate have against the SUBLICENSEother in connection with such termination of this Agreement (in whole or in part); (B) the scope of the rights granted to the Surviving Sublicensee under such license agreement (with respect to licensed activities, Licensed Products and territory) shall be less than or equal to the scope of the rights that had been sublicensed by Company or BVI Subsidiary to the Surviving Sublicensee pursuant to the Sublicense Agreement; (C) Company shall no longer be obligated under this Agreement to pay amounts set forth in this Agreement, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, amounts are payable based on the one handactivities of such Surviving Sublicensee, its Affiliates and a SUBLICENSEE, its sublicensees from and after the effective date of such termination; (D) such license agreement shall obligate the Surviving Sublicensee to pay directly to BMS amounts corresponding to those set forth in Article 8 which are payable based on the other handactivities of such Surviving Sublicensee, within [***] days its Affiliates and its sublicensees from and after the effective date of its effective date, which copies may be reasonably redacted except for matters relevant such termination; (E) the Sublicensee cures any payment default of the Company to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements BMS as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE termination; and (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY F) such license agreement shall provide information to XXXXXXXXX related to not modify the parties rights and obligations of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon the Parties following any termination of this Agreement for in whole or in part; (h) the provisions of this Section 2.2 shall also apply in the event of any reason, subsequent amendment or modification of any SUBLICENSEE not then in default will have such Sublicense Agreement; and (i) BMS shall be made an express third party beneficiary of the Sublicensee’s obligations under such Sublicense that relate to compliance with the terms and conditions of this Agreement with the direct right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to enforce the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under same directly against the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditionsSublicensee.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will 7.3.1 Takeda shall have the right to grantgrant sublicenses under the licenses granted to Takeda under Section 7.1.1, to its Affiliates (through multiple tiers) and Third Party Providers (without the right to grant further sublicenses) solely in accordance with Section 7.4; provided that any such sublicenses shall be materially consistent with the terms and conditions of this Agreement. 7.3.2 Takeda shall have the right to grant sublicenses (or further rights of reference), through multiple tierstiers of sublicensees, SUBLICENSESunder the licenses and rights of reference granted in Section 7.1.2, to its Affiliates and other Persons; provided however that [***]. Notwithstanding the foregoing, Takeda shall not, without Denali’s prior written consent, grant to a Sublicensee any such multiple-tier SUBLICENSES shall be consistent with the provisions herein sublicense or rights of reference with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days (a) [***], (b) [***], or (c) unless such Sublicensee is a Significant Biopharmaceutical Company, [***]. For such purposes, a “Significant Biopharmaceutical Company” means [***]. 7.3.3 Subject to Section 7.8 below, Takeda shall have the right to grant sublicenses, through multiple tiers of sublicensees, under the licenses granted to Takeda under Section 7.1.3, to its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within Affiliates and other Persons; provided that [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS and any such Person to a third party). COMPANY whom Takeda grants such rights has agreed [***]. 7.3.4 Denali shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX grant sublicenses under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously licenses granted to such SUBLICENSEEDenali under Section 7.2.1, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY to its Affiliates (through multiple tiers) and Third Party Providers (without the right to grant further sublicenses) solely in accordance with Section 7.4; provided that [***]. 7.3.5 Denali shall have the right to grant sublicenses (or further rights of reference) under the terms licenses and rights of reference granted to Denali under Section 7.2.2 to its Affiliates and other Persons: (a) [***]; (b) [***]; or (c) otherwise solely in connection with the engagement of a subcontractor in accordance with Section 7.4 for the performance of the activities that Denali has the right to conduct in connection with a Collaboration Program under this Agreement. XXXXXXXXX agrees *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. 7.3.6 Subject to execute such direct license Section 7.8 below, Denali shall have the right to grant sublicenses, through multiple tiers of sublicensees, under the licenses granted to Denali under Section 7.2.3, to [***] and any non-identical terms in good faith under reasonable terms [***]; provided that [***] and conditions[***]. 7.3.7 Each sublicensing Party (or Party whose Affiliate grants a sublicense) shall [***] and shall [***].

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will Amgen shall have the right to grant, through multiple tiers, SUBLICENSES; provided however that such multiple-tier SUBLICENSES shall be consistent with the provisions herein grant sublicenses of same or lesser scope with respect to SUBLICENSES. COMPANY shallthe rights licensed to Amgen under Section 2.1 solely in accordance with this Section 2.2. (a) Amgen shall have the right to grant Sublicenses in a country or on a regional basis under Licensed Patents and Licensed Know-How; provided, however, that Amgen shall not, without the prior approval of Predix (such approval not to be unreasonably withheld), grant any such Sublicenses that include the right of the Sublicensee to: (i) perform research or development of a Program Compound or Program Product prior to the receipt of Approval of the first Program Product in a Major Market, or (ii) market or sell a Licensed Product in a Major Market (excluding arrangements with distributors or wholesalers customary in the industry). (b) Subject to Section 2.2(a), Amgen shall require its AFFILIATES and SUBLICENSEES tohave the right to enter into a Sublicense with a Third Party, incorporate provided that: (i) such Sublicense shall be subordinate to the terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with of this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on shall not limit the other hand, within [***] days ability of Amgen (individually or through the activities of its effective date, which copies may be reasonably redacted except for matters relevant Sublicensee) to COMPANY’S fully perform all of its obligations under this Agreement or XXXXXXXXX’X limit Predix's rights under this Agreement. XXXXXXXXX ; PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE EXCHANGE ACT; [*] DENOTES OMISSIONS. (ii) promptly after execution of the Sublicense agreement, Amgen shall treat any provide a copy of such copies Sublicense agreement to Predix, which copy may be redacted to exclude financial terms and confidential scientific information, provided that all other relevant terms and information shall be retained and such copy shall be treated as Amgen Confidential Information hereunder; (iii) Amgen shall remain responsible for the performance of SUBLICENSE agreements as Information in accordance this Agreement and the performance of its Sublicensees hereunder, the payment of all payments due, and making reports and keeping books and records, and shall cause such Sublicensee to enable Amgen to comply with Article 15 the terms and conditions of this Agreement. COMPANY ; (iv) each Sublicense granted by Amgen to any right licensed to it hereunder shall provide written notification terminate immediately upon the termination of the license from Predix to XXXXXXXXX within [***] days Amgen with respect to such right hereunder, provided that such Sublicense shall not terminate if, as of the effective date of multiple-tier SUBLICENSE such termination by Predix under Section 12.2, the Sublicensee is not in material breach of its obligations to Amgen under its Sublicense agreement, and within thirty (30) days of such termination the Sublicensee agrees in writing to be bound directly to Predix under a license agreement substantially similar to this Agreement with respect to the rights sublicensed hereunder, substituting such Sublicensee (a "Surviving Sublicensee") for Amgen, and provided further that (A) such license agreement shall not prejudice any remedy Predix may have against Amgen for the circumstances which were the basis for such termination by Predix; (B) the scope of the rights granted to the Surviving Sublicensee under such license agreement (with respect to licensed activities, Licensed Compounds, Licensed Products and territory) shall be equal to the scope of the rights that had been sublicensed by Amgen to the Surviving Sublicensee pursuant to the Sublicense agreement; and (C) such license agreement shall obligate the Surviving Sublicensee to pay directly to Predix amounts corresponding to those set forth in Sections 7.2, 7.3 and 7.4 hereof which are payable based on the activities of such Surviving Sublicensee, its Affiliates and its Sublicensees; and (v) Amgen shall have the right to grant to Sublicensees the right to grant further sublicenses of same or lesser scope as its sublicense from Amgen under the grants contained in Section 2.1, provided that such further sublicenses shall be in accordance with and subject to all of the terms and conditions of this Section 2.2 (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS sublicensee shall be subject to this Section 2.2 in the same manner and to the same extent as Amgen) and each such further sublicensee shall be a third party"Sublicensee" for all purposes hereunder (subject to the exclusions to such definition provided in Section 1.77). COMPANY For the avoidance of doubt, Amgen shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights grant sublicenses without Predix's consent and terms substantially identical without otherwise being subject to the SUBLICENSE provisions herein relating to the grant or continued effectiveness of Sublicenses, as and to the extent provided in clauses (iii) and (iv) of the definition of the term "Sublicensee". Notwithstanding the foregoing, Amgen shall have the right to grant Sublicenses of the rights and terms which COMPANY previously granted to Amgen under Section 2.1 hereof to Third Parties without the consent of Predix for any countries which qualify as Designated Countries at the time of the grant of such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this AgreementSublicense. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditionsPORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE EXCHANGE ACT; [*] DENOTES OMISSIONS.

Sublicenses. Provided that COMPANY maintains an exclusive license The rights and licenses granted pursuant to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (Section 2.1 and its AFFILIATES) will have Section 2.2 include the right to grant, grant sublicenses (through multiple tiers) to Third Parties pursuant to a written sublicense agreement (each a “Sublicense Agreement”); provided, SUBLICENSEShowever, that (a) MERSANA or its Affiliate may only enter into Sublicense Agreements with respect to Designated Targets, and with respect to any specific Designated Target, only after the corresponding License Fee for such Designated Target has been paid to SNFX; provided however (b) MERSANA shall provide SNFX with a copy of each such Sublicense Agreement granted under this Section 2.3, and any amendment thereto, within thirty (30) days following execution thereof, it being understood and agreed to by SNFX that commercially sensitive information may be redacted from such multiple-tier SUBLICENSES copies to the extent such information is not necessary to verify compliance hereunder, and the terms, conditions and existence of such Sublicense Agreement and amendments thereto shall be deemed the Confidential Information of MERSANA; (c) any such Sublicense Agreement and amendments thereto shall be consistent with and subject to the provisions herein terms and conditions of this CLOA; (d) MERSANA shall remain fully responsible to SNFX for the performance of its Sublicensee(s) with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S MERSANA’s obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this AgreementCLOA; and (e) MERSANA shall reserve the right under each Sublicense Agreement to conduct an audit of its Sublicensee in a comparable manner to Section 3.11. XXXXXXXXX agrees MERSANA shall remain obligated to execute such direct license and any non-identical make all payments due to SNFX under the terms in good faith under reasonable terms and conditionsof this CLOA with respect to the activities of its Sublicensees.

Sublicenses. Provided that COMPANY maintains an exclusive license 2.3.1 The rights and licenses granted to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will have X4 under Section 2.1 shall include the right to grantgrant sublicenses, through multiple tierswhich shall not be further sublicensable, SUBLICENSESto its Affiliates, and to academic collaborators and Third Party contractors to Develop the Licensed Compounds and Licensed Products in the Field in the Territory; provided however that such multiple-tier SUBLICENSES shall be consistent with the provisions herein with respect to SUBLICENSES. COMPANY shallprovided, or that, X4 shall require its AFFILIATES and SUBLICENSEES to, incorporate each such Sublicensee to agree in writing to be bound by the applicable terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with of this Agreement, including Section 4.7, Section 12.7, ARTICLE 7 and ARTICLE 9. COMPANY No such sublicense shall also, or relieve X4 of any of its obligations hereunder and X4 shall require use its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES Commercially Reasonable Efforts to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, enforce compliance by each such Sublicensee to the extent such termination enforcement is enforceable required to allow X4 to comply with its obligations hereunder. X4 shall promptly inform Genzyme in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy writing of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and material breach by a SUBLICENSEE, on the other hand, within [***] days Sublicensee of its effective date, which copies may sublicense agreement to the extent such material breach would reasonably be reasonably redacted except for matters relevant expected to COMPANY’S obligations or XXXXXXXXX’X affect Genzyme’s rights under this Agreement. XXXXXXXXX shall treat , and any such copies of SUBLICENSE agreements as Information failure by X4 to promptly take reasonable steps in accordance with Article 15 the terms of the sublicense to have Sublicensee remedy such material breach shall constitute a material breach of this Agreement. COMPANY shall provide written notification . 2.3.2 Subject to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rightsX4’s compliance with its obligations under Section 4.7, and payments due subject to COMPANY or an AFFILIATE from such SUBLICENSEE X4 having secured the X4 First Financing as it relates required under Section 12.1, the rights and licenses granted to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have X4 under Section 2.1 shall include the right to seek grant 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, including Section 4.7, Section 12.7, ARTICLE 7 and ARTICLE 9, and (b) provide Genzyme with a direct license from XXXXXXXXX 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 rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEEthis Agreement, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of which shall be Confidential Information of X4 and subject 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 sublicense agreement to the extent such material breach would reasonably be expected to affect Genzyme’s rights under this Agreement. XXXXXXXXX agrees to execute such direct license , and any non-identical failure by X4 to promptly take reasonable steps in accordance with the terms in good faith under reasonable terms and conditionsof the sublicense to have Sublicensee remedy such material breach shall constitute a material breach of this Agreement.

Sublicenses. Provided that COMPANY maintains an exclusive license (a) Subject to the PATENT RIGHTS in the FIELD in the TERRITORYSection 2.3(b), COMPANY (and its AFFILIATES) will Spyre shall have the right to grantgrant sublicenses under the rights granted to it in Section 2.1 to its Affiliates and Third Parties; provided, through multiple tiers, SUBLICENSES; provided however that (i) each such multiple-tier SUBLICENSES sublicense shall be granted in writing and each such relevant sublicense agreement shall be consistent with the provisions herein with respect to SUBLICENSES. COMPANY shallall relevant terms, or shall require its AFFILIATES conditions and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with restrictions of this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to (ii) Spyre will provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX Paragon with a fully signed photocopy true and complete copy of each sublicense agreement (other than sublicense agreements with Third Party service providers) and any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, amendments thereto within [***] days following the execution thereof (which sublicense agreement and amendments may be redacted except to the extent necessary for Paragon to determine Spyre’s compliance with this Agreement), and (iii) Spyre shall remain responsible for all of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S payments and other performance obligations or XXXXXXXXX’X rights due under this Agreement. XXXXXXXXX , notwithstanding any license or sublicense that it may grant. (b) If any sublicense granted by Spyre includes a further sublicense by Spyre of the license granted in Section 2.1(e), then the following terms and conditions shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY apply: (i) each sublicense shall provide written notification be subject and subordinate to XXXXXXXXX within the [***] days License Agreement and shall contain provisions consistent with the terms and conditions of the effective date [***] License Agreement; (ii) except as to sublicenses to Affiliates, subcontractors and service providers, Spyre shall as soon as reasonably practicable provide Paragon with (or, at the request of multiple-tier SUBLICENSE Paragon, provide directly to [***]) a copy of any executed sublicense agreement (i.e., which copy may be redacted to remove [***] and other provisions that are not necessary to monitor compliance with this Section 2.3(b) or Section 3.4 of the [***] License Agreement); and (iii) each such sublicense agreement shall contain a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to requirement that the parties of such agreement, grant of rights, Sublicensee comply with the confidentiality and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms use restrictions at least as stringent as those set forth in good faith under reasonable terms and conditionsthe [***] License Agreement with respect to [***] Confidential Information (as defined in the [***] License Agreement).

Sublicenses. Provided S&N may grant to any Affiliate of S&N a sublicense of the license granted to S&N under Section 2.1.1 without the prior consent of Nucryst, provided that COMPANY maintains there is and continues to be throughout the term of the sublicense an exclusive license enforceable sublicense agreement between S&N and any such Affiliate wherein such Affiliate agrees to be bound by the provisions of this Agreement relating to the PATENT RIGHTS use and safeguarding of the licensed technology including the confidentiality provisions in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will have the right to grant, through multiple tiers, SUBLICENSES; provided however that such multiple-tier SUBLICENSES Article 7. S&N shall be consistent with responsible for diligently enforcing the provisions herein with respect of such sublicense agreement and for the acts and omissions of each such Affiliate and such acts and omissions shall be regarded for the purposes of this Agreement as the acts and omissions of S&N. No such S&N Affiliate shall grant any further license of such licensed technology to SUBLICENSES. COMPANY shallany other Person nor assign its rights to any other Person, or shall require its AFFILIATES and SUBLICENSEES toexcept in either case, incorporate to another S&N Affiliate on the terms and conditions into its SUBLICENSE agreements sufficient specified in this Section 2.2. Any distributors retained by S&N to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSEdistribute Products, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with they require a fully signed photocopy sublicense of any SUBLICENSE agreement between COMPANY marketing or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days of its effective date, which copies may be reasonably redacted except for matters relevant Sales rights granted to COMPANY’S obligations or XXXXXXXXX’X rights S&N under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 Section 2.1.1 of this Agreement, shall, for the purposes of this Section 2.2, be regarded as Affiliates of S&N and the provisions hereof shall apply accordingly. COMPANY shall provide written notification to XXXXXXXXX within [***] days Further, S&N may not grant sublicenses of the effective date license granted to S&N under Section 2.1.1 to any other Person without the prior written consent of multiple-tier SUBLICENSE Nucryst (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS such consent not to a third partybe unreasonably withheld). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due provided that there is and continues to COMPANY or be throughout the term of the sublicense an AFFILIATE from enforceable sublicense agreement between S&N and such SUBLICENSEE as it relates Person wherein such Person agrees to SUBLICENSE INCOME. Upon termination be bound by the provisions of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical relating to the SUBLICENSE use and safeguarding of the licensed technology including the confidentiality provisions in Article No such Person shall grant any further license of such licensed technology to any other Person nor assign its rights to any other Person. S&N shall be responsible for diligently enforcing the provisions of such sublicense agreement and terms which COMPANY previously granted to for the acts and omissions of its permitted sublicensees and such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under acts and omissions shall be regarded for the terms purposes of this Agreement. XXXXXXXXX agrees to execute such direct license Agreement as the acts and any non-identical terms in good faith under reasonable terms and conditions.omissions of S&N.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will 3.1. LICENSEE shall have the right to grantgrant sublicenses to SUBLICENSEES under this Agreement only with XXXXXXX’x prior written consent, through multiple tierswhich shall not be unreasonably withheld. LICENSEE shall provide XXXXXXX with a final, SUBLICENSES; provided however that un-redacted copy of such multiple-tier SUBLICENSES sublicense agreement thirty (30) days prior to the execution of the sublicense agreement, and a copy of each full executed sublicense agreement within thirty (30) days of the final execution of such sublicense agreement. Each agreement between LICENSEE and a SUBLICENSEE (a) shall be consistent with the provisions herein with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES in writing and SUBLICENSEES subject and subordinate to, incorporate and consistent with, the terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY of this Agreement; (b) shall not diminish, reduce or eliminate any of LICENSEE’s obligations under this Agreement; (c) shall require the SUBLICENSEE(s) to comply with all applicable terms of this AgreementAgreement (except for payment obligations, for which LICENSEE shall remain financially responsible); and (d) shall prohibit further sublicensing except on terms consistent with this Article 3. COMPANY For the avoidance of doubt, LICENSEE shall also, or shall require its AFFILIATES and SUBLICENSEES to, also include provisions in all SUBLICENSES sublicenses to provide that that, in the event that SUBLICENSEE brings challenges, directly or indirectly urging of a PATENT CHALLENGE against XXXXXXXXX third party on behalf of the SUBLICENSEE, whether as a claim, a cross-claim, counterclaim, or assists another party defense, the validity or enforceability of any of the LICENSED TECHNOLOGIES before any court, arbitrator, or other tribunal or administrative agency in bringing any jurisdiction, then the SUBLICENSE shall automatically terminate within thirty (30) days. . LICENSEE shall remain responsible for its obligations hereunder and for the performance of its SUBLICENSEE (including without limitation, making all payments due to XXXXXXX by reason of any NET SALES of LICENSED TECHNOLOGIES), and LICENSEE shall ensure its SUBLICENSEE complies with all relevant provisions of this Agreement. LICENSEE shall not bundle LICENSED TECHNOLOGIES with any of its other assets in any agreement without XXXXXXX’X prior written permission. 3.2. LICENSEE shall pay royalties to XXXXXXX on NET SALES of LICENSED TECHNOLOGIES by its SUBLICENSEES based on the same royalty rate as apply to NET SALES by LICENSEE and its AFFILIATES. 3.3. XXXXXXXX agrees that it has sole responsibility to promptly: (i) provide XXXXXXX with a PATENT CHALLENGE against XXXXXXXXX copy of any amendments to sublicenses granted by LICENSEE under this Agreement and to notify XXXXXXX of termination of any sublicense; and (except as required under a court order or subpoenaii) then COMPANY may terminate the SUBLICENSEdeliver copies of all reports provided to LICENSEE by SUBLICENSEES, to the extent such termination is enforceable in accordance with applicable lawsreports relate to obligations of LICENSEE and SUBLICENSEES under this Agreement. 3.4. COMPANY In addition, LICENSEE shall furnish XXXXXXXXX with pay to XXXXXXX a fully signed photocopy percentage of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on INCOME according to the one hand, and a SUBLICENSEE, on the other hand, within following schedule: Prior to NDA Filing [***] ]% Payment of SUBLICENSE INCOME shall be made within thirty (30) days of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANYLICENSEE’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days receipt of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for Notwithstanding any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical provision herein to the contrary, upon reaching a milestone event described in Section 4.3, LICENSEE shall pay XXXXXXX the greater of (1) the milestone payment described in Section 4.3 or (2) the amount of the SUBLICENSE rights and terms which COMPANY previously granted INCOME pertaining to such SUBLICENSEEthe reaching of the same milestone event. In the event that the greater of the aforementioned two options is the milestone payment described in Section 4.3, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under then the terms amount of this Agreement. XXXXXXXXX agrees the SUBLICENSE INCOME pertaining to execute such direct license and any non-identical terms in good faith under reasonable terms and conditionsthe reaching of the same milestone event shall not be due.

Sublicenses. Provided that COMPANY maintains an exclusive license (a) Subject to Sections 2.2(b) and 2.2(c) and 5.9 below, neither Party shall grant any Sublicense to any Third Party without the PATENT RIGHTS in prior written consent of the FIELD in the TERRITORYother Party. For clarity, COMPANY (and its AFFILIATES) will each Party shall have the right to grant, perform any of its obligations or exercise any of its rights under this Agreement through multiple tiers, SUBLICENSESone or more Affiliates of such Party without the other Party’s prior consent ; provided however that (a) any such multipleperformance or exercise shall not have any adverse tax or financial impact on the other Party and (b) such first Party shall be fully responsible for its Affiliates’ performance hereunder. (b) In the event that BMS does not exercise its option to co-tier SUBLICENSES Promote the Licensed Product pursuant to Section 6.2, ZAI shall have the right to sublicense Commercialization rights for the Licensed Product, [*]. (c) In the event ZAI elects ZAI Commercialization Opt Out pursuant to Section 6.3, BMS shall have the right to grant Sublicenses without the prior written consent of ZAI. (d) In the event that a Party grants a Sublicense to a Third Party, the following terms and conditions shall apply: (i) such Sublicense shall be consistent with the provisions herein with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into of this Agreement (including the geographic limitations), and shall not impair (A) the sublicensing Party’s ability to perform its SUBLICENSE agreements sufficient to enable COMPANY to comply with obligations under this Agreement or (B) the non-sublicensing Party’s rights under this Agreement. COMPANY ; [*] = 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. (ii) promptly after the execution of such Sublicense, the sublicensing Party shall alsoprovide a copy of such Sublicense to the non-sublicensing Party with financial and other confidential or proprietary commercial terms redacted (to the extent that such other commercial terms are not reasonably necessary for the non-sublicensing Party to determine the sublicensing Party’s compliance with and payment obligations under this Agreement); (iii) The sublicensing Party shall remain responsible for the performance of this Agreement, or the payment of all payments due, and making reports and keeping books and records, and shall require its AFFILIATES and SUBLICENSEES to, include provisions use commercially reasonable efforts to monitor such Sublicensee’s compliance with the terms of such Sublicense; and (iv) any rights granted by ZAI in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX Sublicense (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable sublicensed rights are granted to ZAI in accordance with applicable laws. COMPANY this Agreement) shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX ]; provided that each such Sublicensee shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE ]. (i.e., e) It shall be a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination material breach of this Agreement for either Party to enter into any reason, any SUBLICENSEE Sublicense hereunder not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of material compliance with this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditions.Section 2.2

Sublicenses. Provided that COMPANY maintains an exclusive The license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will have under Section 3.1 includes the right to grant, grant and authorize sublicenses through multiple tierstiers within the scope thereof to Third Parties that ASLAN (or its Affiliate, SUBLICENSES; as applicable), provided however that such multiple-tier SUBLICENSES that: 3.2.1 ASLAN shall be consistent with notify Array of the provisions herein grant of each sublicense within ten (10) days, and with respect to SUBLICENSES. COMPANY shalleach Sublicense granted, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX Array with a fully signed photocopy copy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days of its effective datefinal executed Sublicense, which copies Sublicense may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days protect confidential information of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS Sublicensee or to a third party). COMPANY shall provide redact information to XXXXXXXXX related to any product other than the parties Product (but shall be sufficient, after such redactions, for Array to determine the scope of such agreement, grant of rights, the licenses and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously sublicenses granted to such SUBLICENSEESublicensee 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, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under 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 Third 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. XXXXXXXXX agrees , including without limitation any Sublicenses, without Array’s prior written consent, provided that if ASLAN negotiates such a sublicense the terms of which are conditioned on the Sublicensee providing sufficient upfront payment to execute ASLAN to enable ASLAN to pay Installment 2 to Array in full, and ASLAN undertakes in writing to Array to make such direct license and any non-identical terms in good faith payment of Installment 2 upon receipt of the upfront payment under reasonable terms and conditions.such Sublicense, Array shall not withhold its consent under this Section 3.2.4

Sublicenses. Provided that COMPANY maintains (A) The rights granted to Xxxxxxx by Genmab under Clauses 2.1 and 2.2 may be extended or sublicensed to an exclusive license to the PATENT RIGHTS Affiliate or sublicensed, in the FIELD whole or in the TERRITORY, COMPANY (and its AFFILIATES) will have the right to grant, through multiple tiers, SUBLICENSES; provided however that such multiple-tier SUBLICENSES shall be consistent with the provisions herein with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSEpart, to the extent such termination is enforceable in accordance with applicable lawsa Third Party. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other handXxxxxxx will, within [***] calendar days after signature, provide Genmab with: (a) notice of each agreement with a sublicensee executed hereunder by Xxxxxxx or any of its effective dateAffiliates, which copies (b) the name and address of each such sublicensee, and (c) a description of the rights granted to and the territory covered by each such sublicense. Xxxxxxx shall not be obliged to make such notifications when a sublicense is granted to: i) an Affiliate of Xxxxxxx in the ordinary course of business, or ii) to a Third Party merely for the purpose of such Third Party’s manufacturing, marketing or distribution on behalf of Xxxxxxx or one of its Affiliates of a Licensed Product. Permitted sublicensees hereunder may extend the rights granted under Clause 2.1 and 2.2 to any of their Affiliates. (B) Xxxxxxx shall be reasonably redacted except fully responsible for matters relevant to COMPANY’S performance by each Third Party sublicensee of its obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX Each sublicense granted by Xxxxxxx to a Third Party pursuant to this Clause 2.9 shall treat any such copies of SUBLICENSE agreements as Information in accordance contain terms and conditions consistent with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within Without limiting the foregoing, each sublicense agreement will contain the following provisions: (i) a requirement that any Third Party sublicensee [***]; (ii) [***]; and (iii) a requirement that such Third Party sublicensees comply with the [***] days provisions and [***] with respect to [***] consistent with Article [***]. If Xxxxxxx becomes aware of a material breach by a Third Party sublicensee of the effective date rights granted to Xxxxxxx, or the obligations of multiple-tier SUBLICENSE (i.e.Xxxxxxx or a Third Party sublicensee under this Agreement, a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to Xxxxxxx will promptly notify Genmab in writing of the parties particulars of such agreement, grant of rightsthe same, and payments due will use Commercially Reasonable Efforts to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under enforce the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditionssublicense.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will have the right to grant, through multiple tiers, SUBLICENSES; provided however that such multiple-tier SUBLICENSES 5.1. The Company shall be consistent entitled to grant Sublicenses. Such Sublicenses shall be made for consideration and in arm’s length transactions. For the sake of clarity, sublicenses to Affiliates of the Company shall not be considered Sublicenses under this Agreement. 5.2. Sublicenses shall only be granted pursuant to written agreements, which shall be in compliance and not inconsistent with the provisions herein with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with of this Agreement (except that the consideration may be different than as set forth in this Agreement). COMPANY Each such sublicense agreement shall alsocontain, or inter alia, provisions to the following effect: 5.2.1. All provisions necessary to ensure the Company’s ability to perform its obligations under this Agreement, including reporting and audit requirements; 5.2.2. Provisions regarding (i) development and commercialization of Products; (ii) the granting of sub-Sublicenses; (iii) reporting and accounting; (iv) Patent registration, extension and maintenance; (v) Patent rights protection; (vi) confidentiality; (vii) ownership; and (viii) liability and indemnification; that place upon the Sublicensee obligations that are not less restrictive than those placed on the Company under this Agreement; 5.2.3. Every Sublicense agreement shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to also provide that in the event of termination of the Licenses (in whole or in part – e.g. termination in a particular country), any existing agreements that SUBLICENSEE brings contain a PATENT CHALLENGE against XXXXXXXXX Sublicense of, or assists another party other grant of right with respect to, Licensed Technology shall terminate (or – if such agreements relate to technology other than the Licensed Technology – the portions relating to the Sublicense or other rights with respect to the Licensed Technology shall terminate); provided, however, that, for each Sublicensee, upon termination of the Sublicense agreement with such Sublicensee, if the Sublicensee is not then in bringing breach of such Sublicense agreement with the Company such that the Company would have the right to terminate such Sublicense, Yissum shall be obligated to act in one of the two following ways, (the election as to which of the two ways shall be at Yissum’s discretion): (i) enter into a PATENT CHALLENGE against XXXXXXXXX (except new agreement with such Sublicensee on substantially the same terms as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSEthose contained in such Sublicense agreement; provided, however, that such terms shall be amended, if necessary, to the extent required to ensure that such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of Sublicense agreement does not impose any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights liabilities on Yissum which are not included in or are greater in scope than Yissum’s obligations or liabilities under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements ; or (ii) require the Sublicensee to enter into a license agreement with Yissum under the same terms and conditions as Information those contained in accordance with Article 15 of this Agreement. 5.3. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related In addition to the parties of such agreementforegoing, grant of rights, and payments due the Company shall ensure that any Sublicense shall include terms that bind the Sublicensee to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under observe the terms of this Agreement, the breach of which shall be a fundamental breach resulting in the prompt termination of the Sublicense. XXXXXXXXX agrees In such an event, the Company undertakes to execute take all reasonable steps to enforce such direct license terms upon the Sublicensee, including the termination of the Sublicense. In all cases, the Company shall immediately notify Yissum of any breach of the terms of a Sublicense, and shall copy Yissum on all correspondence with regard thereto. 5.4. The Company shall inform Yissum of any non-identical advanced negotiations to grant a Sublicense and provide Yissum with a description of the general terms of any proposed sublicense at least fifteen (15) days prior to contemplated execution of a Sublicense agreement. In addition, the Company shall provide Yissum with the proposed final text of the Sublicense agreement prior to execution thereof, and shall endeavor to do so at least seven (7) working days before the contemplated execution of the Sublicense agreement. For the avoidance of any misunderstandings between the parties, Yissum acknowledges that, as is often the case with commercial negotiations, the terms of such proposed final text may be subject to revision immediately prior to execution, provided always that the final text after revision shall be in good faith under reasonable compliance and not inconsistent with the terms and conditionsconditions of this Agreement. Upon submission of the proposed terms of any sublicense agreement for Yissum’s review, the Company shall also (i) fully disclose and submit to Yissum all documentation relating to the Sublicense reasonably necessary to evaluate the terms of the proposed sublicense agreement; (ii) adequately disclose to Yissum any other business connection which it or any of its Affiliates now have or are in the process of forming with the proposed Sublicensee which may reasonably affect the decision of the Company regarding the terms and conditions of the Sublicense; and (iii) notify Yissum in writing whether the proposed Sublicensee is an Affiliate or is otherwise related to the Company. For the avoidance of doubt, it is understood that for purposes of this Section 5.4, a sublicense to an Affiliate shall be considered a Sublicense. 5.5. Any act or omission of the Sublicensee which is not promptly remedied by the Company or the Sublicensee and which would have constituted a breach of this Agreement by the Company had it been an act or omission of the Company, and which the Company has not made best efforts to promptly cure, including termination of the Sublicense, shall constitute a breach of this Agreement by the Company. 5.6. A Sublicensee shall be entitled to Sublicense its rights under a Sublicense agreement, and so forth through a chain of sublicenses, provided, however, that each such sublicense shall be subject to execution of a written agreement consistent with the terms of this section, and shall be made for consideration and in arm’s length transactions.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATESa) will Incyte shall have the right to grantgrant sublicenses through multiple tiers of sublicensees under the licenses granted in Section 2.3 to its Affiliates and to Third Parties that are conducting research, Development, or Commercialization activities with Incyte or its Affiliates with respect to the Licensed Antibodies and the Licensed Products; provided that Incyte shall remain responsible for its obligations under this Agreement and shall be responsible for the performance of the relevant sublicensee, and any such sublicenses shall be pursuant to a written agreement that is consistent with the terms and conditions of this Agreement. (b) Subject to Section 2.10, Merus shall have the right to grant sublicenses, through multiple tierstiers of sublicensees, SUBLICENSESunder the licenses granted in Section 2.4, to its Affiliates and to Third Parties that are conducting research, Development, or Commercialization activities with Merus or its Affiliates with respect to the Licensed Antibodies and the Licensed Products; provided however that such multiple-tier SUBLICENSES Merus shall remain responsible for its obligations under this Agreement and shall be responsible for the performance of the relevant sublicensee, and any such sublicenses shall be pursuant to a written agreement that is consistent with the provisions herein with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into of this Agreement. (c) If either Party grants a sublicense to a Third Party as permitted by this Section 2.5, then such Party shall provide the other Party prompt written notice thereof and shall provide the other Party with an executed copy of any such sublicense (redacted as necessary to protect confidential or commercially sensitive information). Except as otherwise agreed by the Parties in writing, each Party shall be jointly and severally responsible with its SUBLICENSE agreements sufficient sublicensees to enable COMPANY the other Party for failure by its sublicensees to comply with this Agreement. COMPANY shall also, If (i) the sublicensee fails to cure a material breach or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required take reasonable steps to cure such breach under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent any such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, sublicense within [***] days after notice of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 breach and (ii) such material breach also constitutes a breach of this Agreement. COMPANY , the Party that granted such sublicense shall provide written notification to XXXXXXXXX within [***] days terminate the sublicense at the request of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditionsother Party.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will VIT shall have the right to grantgrant sublicenses, through multiple tiers, SUBLICENSES; provided however that such multiple-tier SUBLICENSES under the licenses granted in Section 2.1 without ChemoCentryx’s consent to (i) any Affiliate of VIT, (ii) Fresenius Medical Care and its Affiliates solely to the extent operating as Distributors, and (iii) Third Parties listed in the Letter Agreement. For the avoidance of doubt, if VIT desires to grant a sublicense to a Third Party not included in Sections 2.2(i), (ii) or (iii), it must obtain ChemoCentryx’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. All sublicenses granted under the licenses granted in Section 2.1 shall be consistent with the provisions herein with respect to SUBLICENSES. COMPANY shall, or in writing and shall require its AFFILIATES and SUBLICENSEES be subject to, incorporate and consistent with, the terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS If ChemoCentryx does not respond to a third party)notice under this Section 2.2 within twenty (20) Business Days, ChemoCentryx’s consent will be deemed to be granted. COMPANY VIT shall provide information use Commercially Reasonable Efforts to XXXXXXXXX related cause each agreement with a Sublicensee to include the parties right of such agreementVIT to grant to ChemoCentryx rights with respect to all Data, grant of rightsInventions, and payments due to COMPANY Regulatory Filings made or an AFFILIATE from generated by such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX Sublicensee as if it such Data, Inventions, and Regulatory Filings were COMPANY under made or generated by VIT. VIT shall be responsible for the compliance of its Affiliates and Sublicensees with the terms and conditions of this Agreement. XXXXXXXXX agrees Upon ChemoCentryx’s request, for sublicenses covering the Major Market Countries, VIT shall provide ChemoCentryx with a full and complete copy of each agreement under which VIT or its Affiliate or Sublicensee grants a sublicense to execute such direct license and a Third Party (provided that VIT may redact any non-identical terms in good faith under reasonable terms and conditionsconfidential information contained therein that is not necessary to confirm compliance with this Agreement, including financial terms).

Sublicenses. Provided that COMPANY maintains an exclusive license (a) Subject to Sections 2.2(b) and 2.2(c) and 5.9 below, neither Party shall grant any Sublicense to any Third Party without the PATENT RIGHTS in prior written consent of the FIELD in the TERRITORYother Party. For clarity, COMPANY (and its AFFILIATES) will each Party shall have the right to grant, perform any of its obligations or exercise any of its rights under this Agreement through multiple tiers, SUBLICENSESone or more Affiliates of such Party without the other Party’s prior consent ; provided however that (a) any such multipleperformance or exercise shall not have any adverse tax or financial impact on the other Party and (b) such first Party shall be fully responsible for its Affiliates’ performance hereunder. (b) In the event that BMS does not exercise its option to co-tier SUBLICENSES Promote the Licensed Product pursuant to Section 6.2, ZAI shall have the right to sublicense Commercialization rights for the Licensed Product, [*]. (c) In the event ZAI elects ZAI Commercialization Opt Out pursuant to Section 6.3, BMS shall have the right to grant Sublicenses without the prior written consent of ZAI. (d) In the event that a Party grants a Sublicense to a Third Party, the following terms and conditions shall apply: (i) such Sublicense shall be consistent with the provisions herein with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into of this Agreement (including the geographic limitations), and shall not impair (A) the sublicensing Party’s ability to perform its SUBLICENSE agreements sufficient to enable COMPANY to comply with obligations under this Agreement or (B) the non-sublicensing Party’s rights under this Agreement. COMPANY ; (ii) promptly after the execution of such Sublicense, the sublicensing Party shall alsoprovide a copy of such Sublicense to the non-sublicensing Party with financial and other confidential or proprietary commercial terms redacted (to the extent that such other commercial terms are not reasonably necessary for the non-sublicensing Party to determine the sublicensing Party’s compliance with and payment obligations under this Agreement); (iii) The sublicensing Party shall remain responsible for the performance of this Agreement, or the payment of all payments due, and making reports and keeping books and records, and shall require its AFFILIATES and SUBLICENSEES to, include provisions use commercially reasonable efforts to monitor such Sublicensee’s compliance with the terms of such Sublicense; and (iv) any rights granted by ZAI in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX Sublicense (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable sublicensed rights are granted to ZAI in accordance with applicable laws. COMPANY this Agreement) shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX ]; provided that each such Sublicensee shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE ]. (i.e., e) It shall be a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination material breach of this Agreement for either Party to enter into any reason, any SUBLICENSEE Sublicense hereunder not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of material compliance with this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditions.Section 2.2

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will 3.1. LICENSEE shall have the right to grantgrant sublicenses to SUBLICENSEES under this Agreement only with XXXXXXX’x prior written consent, through multiple tierswhich shall not be unreasonably withheld. LICENSEE shall provide MOFFITT with a final, SUBLICENSES; provided however that un-redacted copy of such multiple-tier SUBLICENSES sublicense agreement thirty (30) days prior to the execution of the sublicense agreement, and a copy of each full executed sublicense agreement within thirty (30) days of the final execution of such sublicense agreement. Each agreement between LICENSEE and a SUBLICENSEE (a) shall be consistent with the provisions herein with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES in writing and SUBLICENSEES subject and subordinate to, incorporate and consistent with, the terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY of this Agreement; (b) shall not diminish, reduce or eliminate any of LICENSEE’s obligations under this Agreement; (c) shall require the SUBLICENSEE(s) to comply with all applicable terms of this AgreementAgreement (except for payment obligations, for which LICENSEE shall remain financially responsible); and (d) shall prohibit further sublicensing except on terms consistent with this Article 3. COMPANY For the avoidance of doubt, LICENSEE shall also, or shall require its AFFILIATES and SUBLICENSEES to, also include provisions in all SUBLICENSES sublicenses to provide that that, in the event that SUBLICENSEE brings challenges, directly or indirectly urging of a PATENT CHALLENGE against XXXXXXXXX third party on behalf of the SUBLICENSEE, whether as a claim, a cross-claim, counterclaim, or assists another party defense, the validity or enforceability of any of the LICENSED TECHNOLOGIES before any court, arbitrator, or other tribunal or administrative agency in bringing any jurisdiction, then the SUBLICENSE shall automatically terminate within thirty (30) days. . LICENSEE shall remain responsible for its obligations hereunder and for the performance of its SUBLICENSEE (including without limitation, making all payments due to XXXXXXX by reason of any NET SALES of LICENSED TECHNOLOGIES), and LICENSEE shall ensure its SUBLICENSEE complies with all relevant provisions of this Agreement. LICENSEE shall not bundle LICENSED TECHNOLOGIES with any of its other assets in any agreement without XXXXXXX’X prior written permission. 3.2. LICENSEE shall pay royalties to XXXXXXX on NET SALES of LICENSED TECHNOLOGIES by its SUBLICENSEES based on the same royalty rate as apply to NET SALES by LICENSEE and its AFFILIATES. 3.3. XXXXXXXX agrees that it has sole responsibility to promptly: (i) provide XXXXXXX with a PATENT CHALLENGE against XXXXXXXXX copy of any amendments to sublicenses granted by LICENSEE under this Agreement and to notify XXXXXXX of termination of any sublicense; and (except as required under a court order or subpoenaii) then COMPANY may terminate the SUBLICENSEdeliver copies of all reports provided to LICENSEE by SUBLICENSEES, to the extent such termination is enforceable in accordance with applicable lawsreports relate to obligations of LICENSEE and SUBLICENSEES under this Agreement. 3.4. COMPANY In addition, LICENSEE shall furnish XXXXXXXXX with pay to XXXXXXX a fully signed photocopy percentage of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on INCOME according to the one hand, and a SUBLICENSEE, on the other hand, within following schedule: Sublicensed in year after EFFECTIVE DATE Sublicense Rate Prior to NDA Filing [***] ]% Payment of SUBLICENSE INCOME shall be made within thirty (30) days of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANYLICENSEE’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days receipt of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for Notwithstanding any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical provision herein to the contrary, upon reaching a milestone event described in Section 4.3, LICENSEE shall pay XXXXXXX the greater of (1) the milestone payment described in Section 4.3 or (2) the amount of the SUBLICENSE rights and terms which COMPANY previously granted INCOME pertaining to such SUBLICENSEEthe reaching of the same milestone event. In the event that the greater of the aforementioned two options is the milestone payment described in Section 4.3, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under then the terms amount of this Agreement. XXXXXXXXX agrees the SUBLICENSE INCOME pertaining to execute such direct license and any non-identical terms in good faith under reasonable terms and conditionsthe reaching of the same milestone event shall not be due.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will Medeva shall have the right to grant, through multiple tiers, SUBLICENSES; provided however that such multiple-tier SUBLICENSES shall be consistent grant sublicenses under the license set forth in Section 2.1 and to employ Contract Manufacturers and Outside Contractors in connection with the provisions herein with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days performance of its effective dateobligations hereunder, which copies may be reasonably redacted except for matters relevant to COMPANY’S provided that the execution of a sublicense or a subcontract shall not in any way diminish, reduce or eliminate any of Medeva's obligations or XXXXXXXXX’X rights under this Agreement, and Medeva shall remain primarily liable for such obligations. XXXXXXXXX The right of Medeva to grant sublicenses pursuant to this Section 2.3 is subject to the following conditions: (a) At least thirty (30) days prior to the anticipated date of execution and delivery of each proposed sublicense by Medeva and the proposed Sublicensee of Medeva, Medeva shall treat any such copies forward to TGC all material terms of SUBLICENSE agreements the proposed sublicense agreement which relate directly to Medeva's obligations under this Agreement and to the Licensed Products; (b) Each sublicense and proposed Sublicensee of Medeva as Information so disclosed to TGC in accordance (a) above shall be subject to approval in advance in writing by TGC, which approval shall not be unreasonably withheld or delayed; (c) Each Sublicensee of Medeva shall be expressly prohibited from further sublicensing; and (d) Each sublicense shall contain terms with the same effect as Article 15 3 of the Master Agreement and, where relevant, Sections 2.5, 4.3 and 6.1 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days , Sections 6.3 and 7.1 of the effective date Supply Agreement, and Sections 7.1 and 8.4 of multiple-tier SUBLICENSE (i.e.the Master Agreement, a SUBLICENSEE sublicensing PATENT RIGHTS to and TGC shall be expressly acknowledged as a third party). COMPANY party beneficiary thereof, and Medeva shall provide information to XXXXXXXXX related to be responsible for the parties performance by its Sublicensee of the relevant terms of such agreement, grant of rights, sublicense and payments due shall take all measures reasonably requested by TGC to COMPANY or an AFFILIATE from enforce such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to against such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditionsSublicensee.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will shall have the right to grant, grant sublicenses (through multiple tiers, SUBLICENSES; provided however that such multiple-tier SUBLICENSES shall be consistent with the provisions herein with respect to SUBLICENSES) of its rights under Section 2.1. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE sublicense agreements sufficient to enable COMPANY to comply with this Agreement. Each SUBLICENSEE must be subject to a written agreement that contains obligations, terms and conditions in favor of HHMI or the HHMI Indemnitees, as applicable, that are substantially similar to those undertaken by COMPANY in favor of HHMI or the HHMI Indemnitees, as applicable, under this Agreement and intended for the protection of the HHMI Indemnitees, including, without limitation, the obligations, terms and conditions regarding indemnification, insurance and HHMI’s third party beneficiary status. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, also include provisions in all SUBLICENSES sublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may end the PATENT CHALLENGE or terminate the SUBLICENSE, to sublicense as the extent such termination is enforceable in accordance with applicable lawsCOMPANY may choose. COMPANY shall promptly furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE sublicense agreement between COMPANY or an AFFILIATE, on the one hand, and with a SUBLICENSEE, on the other hand, within [***] days of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek shall be granted a direct license from XXXXXXXXX under rights and terms substantially identical equivalent to the SUBLICENSE sublicense rights and terms which COMPANY previously granted to such SUBLICENSEE, where SUBLICENSEE to the extent such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the rights and terms of are not inconsistent with this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditions.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATESa) will VICAL shall have the right to grantsublicense non-exclusively the rights and/or licenses granted by COH to VICAL under Section 2.1; provided, through multiple tiershowever, SUBLICENSESthat: (i) the sublicensee shall have no further right to grant sublicenses; provided however that such multiple-tier SUBLICENSES shall be consistent with (ii) the provisions herein with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days of its effective date, which copies may sublicense shall not be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance inconsistent with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement; and (iii) VICAL promptly shall provide COH with a copy of each final sublicense agreement within ten (10) days after execution. XXXXXXXXX agrees VICAL shall remain liable to execute such direct license COH for all obligations under this Agreement, including, without limitation, payment to COH of any amounts due on account of sales, transfers or other dispositions of Licensed Products by sublicensees. In addition, COH shall be deemed a third-party beneficiary of any sublicense agreement with the right to enforce the same. VICAL shall have the right to sublicense only while it is the exclusive licensee of the Patent Rights, and any non-identical sublicense shall be subject to the termination and assignment rights of COH under Section 2.3(b) below. (b) VICAL shall have the right to enter into an exclusive agreement with a Third Party with which VICAL collaborates in the normal course of business for the manufacture, marketing, and sale of Licensed Products in the Field (a “Collaboration Agreement”); provided, however, that: (i) the Third Party shall have no right to grant licenses; (ii) the terms in good faith of any Collaboration Agreement shall not be inconsistent with the terms of this Agreement; (iii) VICAL shall provide COH with a copy of each final Collaboration Agreement within ten (10) days following execution; and (iv) the Third Party shall not be authorized to manufacture, market, or sell Licensed Products or practice any of the Patent Rights independent of the Collaboration Agreement. (c) If COH exercises its rights under reasonable terms and conditionsSections 2.2(e) or 4.2, all rights of VI CAL under this Section 2.3 shall terminate. Any sublicense shall, at COH’s option, terminate or shall be assigned to COH; provided, however, that COH shall not assume any obligations or liabilities owed by VICAL prior to any such assignment.

Sublicenses. Provided that COMPANY maintains an exclusive license The rights and licenses granted to NexMed under Section 2.1 shall include the PATENT RIGHTS in the FIELD in the TERRITORYright, COMPANY (and its AFFILIATES) will have the right to grant, through multiple tiers, SUBLICENSES; provided however that such multiple-tier SUBLICENSES shall be consistent with the provisions herein with respect consent of Allergan, not to SUBLICENSES. COMPANY shallbe unreasonably conditioned, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within - 14 – [***] days of Confidential Information, indicated by [***], has been omitted by this filing and filed separately with the Securities and Exchange Commission. withheld or delayed, to grant sublicenses to its effective dateAffiliates or Third Parties to Exploit the Compound and each Licensed Product in the applicable Field in the Territory; provided, which copies may be reasonably redacted except for matters relevant that in no event shall NexMed’s ability to COMPANY’S obligations grant sublicenses under this Section 2.3 conflict with or XXXXXXXXX’X otherwise diminish Allergan’s Option rights under this Agreement. XXXXXXXXX ; provided, further, that NexMed shall treat (a) remain jointly and severally liable for the performance or non-performance of any such copies of SUBLICENSE agreements as Information Affiliate or Sublicensee, (b) require each such Affiliate and Sublicensee to agree in accordance with Article 15 writing to be bound by the applicable terms and conditions of this Agreement. COMPANY shall , including ARTICLE 6, ARTICLE 8, ARTICLE 9, and ARTICLE 10, and (c) provide to Allergan a written notification to XXXXXXXXX within [***] days notice setting forth in reasonable detail the nature of such sublicense and the identity of the effective date Affiliate or Sublicensee (which written notice shall include a copy of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third partyany such proposed sublicense agreement). COMPANY shall provide information to XXXXXXXXX related to In connection with the parties of such agreement, grant of rightsany permitted sublicense hereunder, NexMed shall ensure that each such Affiliate or Sublicensee accepts and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination complies with all of the terms and conditions of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it such Affiliate or Sublicensee were COMPANY under a party to this Agreement and NexMed shall guarantee and remain obligated for the performance (or failure of performance) of any Affiliate or Sublicensee hereunder. Any such sublicenses shall be consistent with, and subject and subordinate to, the terms and conditions of this Agreement and the Existing License Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditions.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will Company shall have the right to grant, grant Sublicenses through multiple tierstiers with respect to the rights licensed to Company under Section 2.1: (x) to an Affiliate without the prior written consent of BMS and (y) to a Third Party subject to BMS’ prior written consent (not to be unreasonably withheld, SUBLICENSES; delayed or conditioned), provided however that that, in each case (x) and (y), such multiple-tier SUBLICENSES Sublicenses are granted solely in accordance with this Section 2.2: 2.2.1 Company shall have the right to enter into a Sublicense Agreement with a Third Party, provided that: (a) such Sublicense Agreement shall refer to this Agreement and shall be subordinate to and consistent with the provisions herein terms and conditions of this Agreement, and, shall not limit Company’s ability to fully perform all of its obligations under this Agreement or BMS’ rights under this Agreement; (b) in such Sublicense Agreement, the Sublicensee shall agree in writing to be bound to Company by terms and conditions that allow Company to fully perform the corresponding terms and conditions of this Agreement; (c) promptly after the execution of such Sublicense Agreement, Company shall provide a copy of such Sublicense Agreement to BMS subject to reasonable redactions to the extent not necessary to confirm Company compliance with this Agreement; (d) Company shall remain primarily responsible for all payments due and the making of reports under this Agreement by its Sublicensees and for compliance by its Sublicensees with all applicable terms of this Agreement (including, without limitation, its payment obligations under Sections 11.1 and Articles 8 and 10 hereof), and shall use Commercially Reasonable Efforts to monitor such Sublicensees’ compliance with the terms of such Sublicense. Company shall remain jointly and severally liable with each of its Sublicensees (whether or not such Sublicensee is an Affiliate of Company) for any failure by such Sublicensee to comply with the terms and conditions of this Agreement; (e) the Sublicensee shall assume and agree in writing to be bound by and comply with the terms and conditions of this Agreement in the same manner as Company, including, without limiting the generality of the foregoing, any such Sublicensee shall agree in writing (i) to maintain insurance coverage at no less than the levels set forth in Section 12.4, (ii) to keep books and records substantially in accordance with Section 8.7, including permitting audit and inspection rights in accordance with Sections 8.7.3 and 8.7.4, (iii) the right of termination provided in Section 13.2.4, and (iv) to grant to BMS rights consistent with Section 2.4; (f) such Sublicensee shall not have the right to grant further Sublicenses with respect to SUBLICENSES. COMPANY shallthe Development or Commercialization of Licensed Products, or shall require its AFFILIATES except in accordance with and SUBLICENSEES to, incorporate subject to all of the terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with of this Section 2.2 and all of the other terms and conditions of this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions ; (g) any Sublicense rights granted by Company in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX Sublicense Agreement (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such Sublicense rights are granted to Company in this Agreement) shall terminate effective upon the termination under Article 13 of the license from BMS to Company with respect to such sublicensed rights, provided that such Sublicense rights shall not terminate if, as of the effective date of such termination under Article 13, the Sublicensee is enforceable not in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy material breach of any SUBLICENSE agreement between COMPANY its obligations to Company under its Sublicense Agreement, the Sublicensee was previously granted an exclusive Sublicense to Develop and Commercialize the Licensed Products or an AFFILIATE, on the one handLicensed Compounds, and a SUBLICENSEE, on the other hand, within [***] days of its effective datesuch termination the Sublicensee agrees in writing to be bound directly to BMS under a license agreement substantially similar to this Agreement with respect to the rights Sublicensed hereunder, which copies substituting such Sublicensee (a “Surviving Sublicensee”) for Company, and provided further that (A) such license agreement shall not prejudice any remedy either Party may have against the other in connection with such termination of this Agreement (in whole or in part); (B) the scope of the rights granted to the Surviving Sublicensee under such license agreement (with respect to licensed activities, Licensed Products and territory) shall be reasonably redacted except for matters relevant less than or equal to COMPANY’S obligations or XXXXXXXXX’X the scope of the rights that had been sublicensed by Company to the Surviving Sublicensee pursuant to the Sublicense Agreement; (C) Company shall no longer be obligated under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information Agreement to pay amounts set forth in accordance with Article 15 of this Agreement. COMPANY , to the extent such amounts are payable based on the activities of such Surviving Sublicensee, its Affiliates and its sublicensees from and after the effective date of such termination; (D) such license agreement shall provide written notification obligate the Surviving Sublicensee to XXXXXXXXX within [***] days pay directly to BMS amounts corresponding to those set forth in Article 8 which are payable based on the activities of such Surviving Sublicensee, its Affiliates and its sublicensees from and after the effective date of such termination; (E) the Sublicensee cures any payment default of the Company to BMS as of the effective date of multiple-tier SUBLICENSE termination; and (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY F) such license agreement shall provide information to XXXXXXXXX related to not modify the parties rights and obligations of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon the Parties following any termination of this Agreement for any reason, any SUBLICENSEE not then in default will have whole or in part; and (h) the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms provisions of this Section 2.2 shall also apply in the event of any subsequent amendment or modification of any such Sublicense Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditions.

Sublicenses. Provided (a) Ascletis may sublicense the rights granted under Section 2.1 to a Sublicensee with the prior written consent of 3-V, such consent not to be unreasonably withheld, except that COMPANY maintains an exclusive license no such consent shall be required as follows: (i) Ascletis may use competent and cGCP compliant contract research organizations and other Third-Party contractors (CROs) to perform portions of the Development of a Product to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will have the right to grant, through multiple tiers, SUBLICENSES; provided however that such multiple-tier SUBLICENSES shall be extent consistent with its normal business practices; (ii) Ascletis may engage reasonably qualified Third Parties to assist with the provisions herein with respect Commercialization of the Products through co-promotion, co-marketing and distributor arrangements and may sublicense its rights granted under Section 2.1 to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, such Third Parties to the extent such termination arrangements are commercially reasonable; and (iii) Ascletis may use competent and cGMP compliant Third Parties, including contract manufacturers, to Manufacture the Product. (b) For every sublicense granted by Ascletis, Ascletis shall ensure that (i) the sublicense is enforceable in accordance granted under a written sublicense agreement that is consistent with applicable laws. COMPANY the terms and conditions of this Agreement; (ii) Ascletis shall furnish XXXXXXXXX remain directly responsible for all of its obligations under this Agreement, regardless of whether any such obligation has been delegated, subcontracted or sublicensed to its Affiliates, contractors or Sublicensees; (iii) Ascletis shall ensure that its Affiliates, contractors and Sublicensees comply with a fully signed photocopy the terms and conditions of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, this Agreement; and (iv) within [***] days after the execution of its effective dateany sublicense agreement, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY Ascletis shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple3-tier SUBLICENSE (i.e., V with a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties true and complete copy of such sublicense agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditions.

Sublicenses. Provided (a) Ascletis may sublicense the rights granted under Section 2.1 to a Sublicensee with the prior written consent of 3-V, such consent not to be unreasonably withheld, except that COMPANY maintains an exclusive license no such consent shall be required as follows: (i) Ascletis may use competent and cGCP compliant contract research organizations and other Third-Party contractors (CROs) to perform portions of the Development of a Product to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will have the right to grant, through multiple tiers, SUBLICENSES; provided however that such multiple-tier SUBLICENSES shall be extent consistent with its normal business practices; (ii) Ascletis may engage reasonably qualified Third Parties to assist with the provisions herein with respect Commercialization of the Products through co-promotion, co-marketing and distributor arrangements and may sublicense its rights granted under Section 2.1 to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, such Third Parties to the extent such termination arrangements are commercially reasonable; and (iii) Ascletis may use competent and cGMP compliant Third Parties, including contract manufacturers, to Manufacture the Product. (b) For every sublicense granted by Axxxxxxx, Ascletis shall ensure that (i) the sublicense is enforceable in accordance granted under a written sublicense agreement that is consistent with applicable laws. COMPANY the terms and conditions of this Agreement; (ii) Ascletis shall furnish XXXXXXXXX remain directly responsible for all of its obligations under this Agreement, regardless of whether any such obligation has been delegated, subcontracted or sublicensed to its Affiliates, contractors or Sublicensees; (iii) Ascletis shall ensure that its Affiliates, contractors and Sublicensees comply with a fully signed photocopy the terms and conditions of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, this Agreement; and (iv) within [***] days after the execution of its effective dateany sublicense agreement, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY Ascletis shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple3-tier SUBLICENSE (i.e., V with a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties true and complete copy of such sublicense agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditions.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATESa) will have The Product License includes the right to grantsublicense within the scope thereof; provided, through multiple tiershowever, SUBLICENSES; provided however that such multiple-tier SUBLICENSES Alvogen shall be consistent with not sublicense to a Third Party its license under the provisions herein with respect NRx Technology to SUBLICENSES. COMPANY shallCommercialize, or shall require its AFFILIATES and SUBLICENSEES tohave manufactured, incorporate terms and conditions into its SUBLICENSE agreements sufficient (i) Product in the United States in the Field except (A) to enable COMPANY a Third Party Supplier, (B) as reasonably necessary to comply with this Agreement. COMPANY shall alsoApplicable Law, or shall require its AFFILIATES (C) as mutually agreed by the Parties in writing. For clarity, it is understood and SUBLICENSEES toagreed that, include provisions in all SUBLICENSES to provide that Alvogen may use distributors in the event Territory, provided that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoenaA) then COMPANY may terminate Alvogen remains responsible to ensure that the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy activities of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance distributors are consistent with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement, and (B) Alvogen (or its Affiliate) (I) books sales of Product in the Territory in accordance with Alvogen’s ordinary course of business, and (II) remains primarily responsible for the medical, regulatory, marketing and promotion of Product in the Territory. (b) Alvoxxx xxxll obtain NRx’s written approval (such approval not to be unreasonably withheld, conditioned, or delayed) prior to the grant of any sublicense in the United States (other than with respect to any Third Party Suppliers previously engaged by NRx); provided, however, that if NRx fails to respond to Alvoxxx’x request for approval within twenty (20) days of receipt of such request, then such approval shall be considered granted upon the expiration of such twenty (20)-day period. XXXXXXXXX agrees Alvogen shall provide NRx a copy of any final executed sublicense agreement, which may be redacted (other than the material commercial terms, including the identity of the sublicensee). (c) Alvogen shall be responsible for the failure by its sublicensees to execute comply with all relevant restrictions, limitations and obligations in this Agreement. (d) Alvogen shall also have the right to sublicense the Trademark License granted pursuant to ‎Section 6.1(a), provided that such direct license sublicense shall be (i) granted to the applicable approved sublicensee in conjunction with a sublicense under the Product License granted pursuant to this ‎Section 2.2, and any non-identical terms in good faith under reasonable (ii) subject to the terms and conditionsconditions of this ‎Section 2.2.

Sublicenses. Provided that COMPANY maintains an exclusive license 2.3.1 Licensee shall be entitled to grant Sublicenses under the License, subject to the PATENT RIGHTS prior written consent of Licensor. Licensor may reject a proposed sublicense in its reasonable discretion, including, without limitation, on the FIELD in grounds that the TERRITORYsublicense terms do not, COMPANY (and its AFFILIATES) or may not, ensure that Licensor will have the right to grant, through multiple tiers, SUBLICENSES; provided however that such multiple-tier SUBLICENSES shall be consistent with the provisions herein receive sufficient payments with respect to SUBLICENSES. COMPANY shallany such sublicensee’s Gross Revenues. 2.3.2 Each Sublicense shall be granted by Licensee in a bona-fide arm’s length transaction, or for monetary consideration only and pursuant to a written agreement with Licensee which shall require its AFFILIATES be in compliance and SUBLICENSEES consistent with, and subject to, incorporate the terms and conditions into of this Agreement (including, for avoidance of any doubt, the terms and conditions of the License, as set forth under Section ‎2.1), and shall contain, among other things, provisions to the following effect: (a) all provisions necessary to ensure Licensee’s ability to perform its SUBLICENSE agreements sufficient to enable COMPANY to comply with obligations under this Agreement. COMPANY ; (b) provisions substantially similar to Section ‎8 (Indemnification; Insurance) and Section ‎9 (Disclaimer; Limitation of Liability), whereby limiting any liability of Licensor, and a section which also shall alsostate that the Licensor and its Indemnitees (as defined in Section ‎8 below) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; (c) that, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party of termination of the License, as set forth in bringing a PATENT CHALLENGE against XXXXXXXXX Section ‎10.3.1, any existing Sublicense shall terminate as well; (except as required under a court order or subpoenad) then COMPANY may terminate provisions for monetary consideration, including the SUBLICENSE, payment of royalties by such Sublicensee to the extent Licensee, that substantially conforms with the applicable provisions set forth in this Agreement; (e) provisions implementing Licensor’s rights to reports and to audit Sublicensees’ records pursuant to Section ‎4.4 hereof; (f) the Sublicensee shall not be entitled to sublicense its rights under such termination is enforceable Sublicense agreement; and (g) the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of the Licensor (including, for avoidance of doubt in accordance connection with applicable lawsany merger, consolidation, change of control, or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates). 2.3.3 Licensee shall provide Licensor with (a) the final agreed draft of the proposed Sublicense agreement at least thirty (30) days prior to the intended execution thereof; and (b) a signed copy of each Sublicense agreement, within fourteen (14) days after the execution thereof. COMPANY Any amendments to a Sublicense agreement shall furnish XXXXXXXXX be subject to the prior written consent of Licensor and shall be subject to Licensee providing Licensor with a fully signed photocopy an executed copy of such amendments within fourteen (14) days after the execution thereof. 2.3.4 Licensee acknowledges and agrees that (i) the grant of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days Sublicense shall not relieve it of any of its effective dateobligations, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights duties and limitations under this Agreement. XXXXXXXXX , and (ii) any act or omission by a Sublicensee that would have constituted a breach of this Agreement had it been an act or omission by the Licensee, shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 constitute a breach of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditions.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will Xxxxxx shall have the right to grantsublicense its rights under Section 2.1 to its Affiliates and, through multiple tiersexcluding the Co-Promotion Territory, SUBLICENSESto Third Parties; provided however that if Xxxxxx proposes to grant a sublicense to a Third Party granting the Third Party the right to Commercialize the Licensed Product in a Major Market Country in the Xxxxxx Exclusive Territory, Xxxxxx shall provide CTI with written notice of such sublicense at least thirty (30) days in advance of executing such sublicense, which notice shall include a reasonable level of detail regarding the terms of the proposed sublicense, and CTI shall have the right to approve or reject such sublicense (such approval not to be unreasonably withheld). Each agreement between Xxxxxx and a Sublicensee (a) shall be in writing and subject and subordinate to, and consistent with, the terms and conditions of this Agreement; (b) shall not diminish, reduce or eliminate any of Xxxxxx’x obligations under this Agreement; (c) shall require the Sublicensee(s) to comply with all applicable terms of this Agreement (except for payment obligations, for which Xxxxxx shall remain financially responsible); and (d) shall prohibit further sublicensing except on terms consistent with this Section 2.4. Xxxxxx shall provide written notice to CTI of any agreement entered into with a Sublicensee, and shall provide a complete copy of such agreement to CTI within thirty (30) days of its execution, which copy may be redacted by Xxxxxx to the extent that such multiple-tier SUBLICENSES shall be consistent redactions do not reasonably impair CTI’s ability to ensure compliance with this ** Indicates that certain information contained herein has been omitted and filed separately with the provisions herein Securities and Exchange Commission. Confidential treatment has been requested with respect to SUBLICENSESthe omitted portions. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days * Indicates that the amount of its effective dateinformation omitted was a page or more in length, which copies may be reasonably redacted except for matters relevant and such information has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to COMPANY’S obligations or XXXXXXXXX’X rights under this the omitted portions Agreement. XXXXXXXXX Xxxxxx shall treat any such copies be responsible for the performance of SUBLICENSE agreements as Information in accordance each Sublicensee and shall ensure that each Sublicensee complies with Article 15 all relevant provisions of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [In the case of any such Sublicense **, Xxxxxx shall pay to CTI *] days * an amount equal to ** of the effective date of multiple-tier SUBLICENSE any Sublicensee fee, upfront license fee or milestone (i.e.whether regulatory, a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX based on sales or otherwise) or other payment related to the parties such Sublicense not based on a royalty on net sales paid to Xxxxxx by or on behalf of such agreementSublicensee, grant of rightsit being understood that if such payment is made in a form other than in cash, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in Parties shall use good faith under reasonable terms efforts to agree on the fair market value thereof and conditionsthe cash equivalent shall be paid to CTI.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATESa) will Axxxx Nortye shall have the right to grant, through multiple tiers, SUBLICENSES; provided however that such multiple-tier SUBLICENSES shall be consistent with the provisions herein grant sublicenses with respect to SUBLICENSESAdlai Nortye’s rights and obligations under this Agreement to (i) any Affiliates of Axxxx Nortye. COMPANY shallBefore the consideration of sub-license to any party which is not an Affiliate of Adlai Nortye, or Adlai Nortye shall require its AFFILIATES gxxxx to Eisai the first right of refusal to sub-license Adlai Nortye’s rights and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that obligations in the event that SUBLICENSEE brings Product on terms which shall have been offered by any Third Party. Adlai Nortye shall give notice to Eisai of their intent to engage in a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY sub-license transaction and Eisai shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within have [***] days to meet the terms of its effective datethe agreement and enter into a sub-license agreement with Axxxx Nortye. If Eisai provides written confirmation that it is not interested in such a sub-license, then Axxxx Nortye shall have the right to grant sublicenses with respect to Adlai Nortye’s rights and obligations under this Agreement to Third Parties pursuant to Article 6; provided that, with respect to sublicenses granted to Third Parties, subject to Article 6, (x) Adlai Nortye provides Eisai with written notice of such sublicense promptly after the grant of such sublicense, which copies may notice shall not be reasonably redacted except required for matters relevant rights granted to COMPANY’S obligations distributors, wholesalers or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX marketing agents, (y) such sublicense shall treat any such copies of SUBLICENSE agreements as Information be in accordance writing and shall be consistent with Article 15 the applicable terms and conditions of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination (z) Axxxx Nortye shall remain responsible for performance of this Agreement. (b) Should this Agreement terminate for any reason, any SUBLICENSEE Eisai shall have the right but not then the obligation to grant such sublicensee under Section 2.3(a) a direct license to the Eisai Intellectual Property in default will the Territory and the Field. (c) Eisai shall have the right to seek grant sublicenses with respect to the license and rights granted pursuant to Section 2.2 under this Agreement to (i) any Affiliates of Eisai and (ii) Third Parties, in each of (i) and (ii), solely in connection with carrying out the activities set forth in Section 2.2; provided that, with respect to sublicenses granted to Third Parties hereunder (x) Eisai provides Adlai Nortye with written notice of such sublicense promptly after the grant of such sublicense, which notice shall not be required for rights granted to distributors, wholesalers or marketing agents, (y) such sublicense shall be in writing and shall be consistent with the applicable terms and conditions of this Agreement, and (z) Eisai shall remain responsible for its obligations under this Agreement. (d) Should this Agreement terminate for any reason, Axxxx Nortye shall have the right but not the obligation to grant such sublicensee under Section 2.3(c) a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights Axxxx Nortye Technology in the Territory and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under outside the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditionsField.

Sublicenses. Provided that (a) So long as COMPANY maintains an remains the exclusive license to licensee of the PATENT RIGHTS in the FIELD in the TERRITORYFIELD, COMPANY (and its AFFILIATES) will shall have the right to grantgrant sublicenses of its rights under Section 2.1; SUBLICENSEES shall not have the right to grant sublicenses, through multiple tiers, SUBLICENSES; provided however that such multiple-tier SUBLICENSES shall be consistent with without the provisions herein with respect to SUBLICENSESprior written approval of MIT who will have the sole discretion. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE sublicense agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, also include provisions in all SUBLICENSES sublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX M.I.T. or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX M.I.T. (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. sublicense. (b) COMPANY shall promptly furnish XXXXXXXXX M.I.T. with a fully signed photocopy of any SUBLICENSE agreement between sublicense agreement; provided that COMPANY may redact from such copies any information COMPANY or an AFFILIATE, on the one handSUBLICENSEE deems confidential information of the parties thereto, and a SUBLICENSEE, on to the other hand, within [***] days of its effective date, which copies may be reasonably redacted except for matters relevant extent that it does not impair M.I.T.’s ability to COMPANY’S obligations or XXXXXXXXX’X rights under ensure compliance with this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE . (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. c) Upon termination of this Agreement for any reason, any direct SUBLICENSEE of COMPANY not then in default will material breach of the sublicense agreement shall have the right to seek obtain, upon notice to M.I.T. within [***] of termination of this Agreement, a direct license directly from XXXXXXXXX M.I.T. on substantially similar terms and conditions as set forth herein. M.I.T. shall not be obligated to grant to any such SUBLICENSEE any rights under the PATENT RIGHTS that are broader than the rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted by COMPANY to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were or inconsistent with the rights granted to COMPANY under the terms of this Agreement. XXXXXXXXX agrees to execute Each such direct license and any non-identical terms in good faith under reasonable terms and conditionsSUBLICENSEE shall be deemed a third party beneficiary for purposes of this Section 2.3.

Sublicenses. Provided that COMPANY maintains an exclusive license 2.3.1 The rights and licenses granted to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will have X4 under Section 2.1 shall include the right to grantgrant sublicenses, through multiple tierswhich shall not be further sublicensable, SUBLICENSESto its Affiliates, and to academic collaborators and Third Party contractors to Develop the Licensed Compounds and Licensed Products in the Field in the Territory; provided however that such multiple-tier SUBLICENSES shall be consistent with the provisions herein with respect to SUBLICENSES. COMPANY shallprovided, or that, X4 shall require its AFFILIATES and SUBLICENSEES to, incorporate each such Sublicensee to agree in writing to be bound by the applicable terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with of this Agreement, including Section 4.7, Section 12.7, ARTICLE 7 and ARTICLE 9. COMPANY No such sublicense shall also, or relieve X4 of any of its obligations hereunder and X4 shall require use its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES Commercially Reasonable Efforts to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, enforce compliance by each such Sublicensee to the extent such termination enforcement is enforceable 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 grant 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 laws. COMPANY shall furnish XXXXXXXXX terms and conditions of this Agreement, including Section 4.7, Section 12.7, ARTICLE 7 and ARTICLE 9, and (b) provide Genzyme with a fully signed photocopy written notice of the execution of such sublicense (which written notice shall include a copy of any SUBLICENSE agreement between COMPANY or an AFFILIATEsuch sublicense)., on which copy may be redacted by X4 with respect to obligations that are not relevant to X4’s obligations under this Agreement, the one handterms of which shall be Confidential Information of X4 and subject 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, and a SUBLICENSEE, on indicated by the other hand, within xxxx “[***] days ],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of its effective datethe Securities Exchange Act of 1934, which copies may as amended. sublicense agreement to the extent such material breach would reasonably be reasonably redacted except for matters relevant expected to COMPANY’S obligations or XXXXXXXXX’X affect Genzyme’s rights under this Agreement. XXXXXXXXX shall treat , and any such copies of SUBLICENSE agreements as Information failure by X4 to promptly take reasonable steps in accordance with Article 15 the terms of the sublicense to have Sublicensee remedy such material breach shall constitute a material breach of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditions.

Sublicenses. Provided that COMPANY maintains Company (or an exclusive license Affiliate of Company, to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATESextent of any permitted assignment under Section 15.5.2) will shall have the right to grantgrant Sublicenses with respect to the rights licensed to Company under Sections 2.1(a) and (b): (x) to Affiliates, through multiple tierstiers (each a “Sublicensed Affiliate”) without the prior written consent of BMS, SUBLICENSES(y) to a third party manufacturer to make Licensed Adnectins or Licensed Products for the benefit of Company without the prior written consent of BMS; provided, that such Sublicense relates only to the manufacturing of Licensed Adnectins or Licensed Products and (z) to a Third Party (other than to any Third Party referred to in (y) above) subject to BMS’ prior written consent (not to be unreasonably withheld or delayed); provided however that that, in each case, (x), (y) and (z), such multiple-tier SUBLICENSES Sublicenses are granted solely in accordance with this Section 2.2: 2.2.1 Company and its Sublicensed Affiliates shall have the right to enter into a Sublicense Agreement with a Third Party; provided, that: (a) such Sublicense Agreement shall refer to this Agreement and shall be subordinate to and consistent with the provisions herein terms and conditions of this Agreement (including, without limitation Section 13.2.4(b)), and shall not limit Company’s ability to fully perform all of its obligations under this Agreement or BMS' rights under this Agreement; (b) in such Sublicense Agreement, the Sublicensee shall agree in writing to be bound to Company or its Sublicensed Affiliate, as applicable, by terms and conditions that allow Company to fully perform the corresponding terms and conditions of this Agreement; (c) promptly after the execution of such Sublicense Agreement, Company or its Sublicensed Affiliate, as applicable, shall provide a full copy of such Sublicense Agreement to BMS; (d) Company shall remain primarily responsible for all payments due and the making of reports under this Agreement by its Sublicensees and for compliance by its Sublicensees with all applicable terms of this Agreement (including, without limitation, its payment obligations under Sections 11.1 and Article 8 and Article 10 hereof), and Company and its Sublicensed Affiliate shall use Commercially Reasonable Efforts to monitor their Sublicensees’ compliance with the terms of such License, and Company shall remain jointly and severally liable with each of its Sublicensees (whether or not such Sublicensee is an Affiliate of Company) for any failure by such Sublicensee to comply with the terms and conditions of this Agreement; (e) the Sublicensee shall assume and agree in writing to be bound by and comply with the terms and conditions of this Agreement in the same manner as Company, including, without limiting the generality of the foregoing, the Sublicensee shall agree in writing (i) to maintain insurance coverage at no less than the levels set forth in Section 12.4, and (ii) to keep books and records substantially in accordance with Section 8.6, including permitting audit and inspection rights in accordance with Sections 8.6.3 and 8.6.4; (f) such Sublicensee shall not have the right to grant further Sublicenses with respect to SUBLICENSES. COMPANY shallthe Development or Commercialization of Licensed Products, or shall require its AFFILIATES except in accordance with and SUBLICENSEES to, incorporate subject to all of the terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with of this Section 2.2 and all of the other terms and conditions of this Agreement. COMPANY shall also, ; (g) any Sublicense rights granted by Company or shall require its AFFILIATES and SUBLICENSEES to, include provisions Sublicensed Affiliate in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX Sublicense Agreement (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such Sublicense rights are granted to Company or its Sublicensed Affiliate in this Agreement) shall terminate effective upon the termination under Article 13 of the license from BMS to Company with respect to such sublicensed rights; provided, that such Sublicense rights shall not terminate if, as of the effective date of such termination under Article 13, the Sublicensee is enforceable not in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy material breach of any SUBLICENSE agreement between COMPANY its obligations to Company under its Sublicense Agreement, the Sublicensee was previously granted an exclusive Sublicense to Develop and Commercialize the Licensed Products or an AFFILIATE, on the one handLicensed Adnectins, and a SUBLICENSEE, on the other hand, within [***] days of such termination, the Sublicensee agrees in writing to be bound directly to BMS under a license agreement substantially similar to this Agreement with respect to the rights Sublicensed hereunder, substituting such Sublicensee (a “Surviving Sublicensee”) for Company or its effective dateSublicensed Affiliate, which copies and provided, further, that (A) such license agreement shall not prejudice any remedy either Party may have against the other in connection with such termination of this Agreement (in whole or in part); (B) the scope of the rights granted to the Surviving Sublicensee under such license agreement (with respect to licensed activities, Licensed Products and territory) shall be reasonably redacted except for matters relevant less than or equal to COMPANY’S obligations the scope of the rights that had been sublicensed by Company or XXXXXXXXX’X rights its Sublicensed Affiliate to the Surviving Sublicensee pursuant to the Sublicense Agreement; (C) Company shall no longer be obligated under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information Agreement to pay amounts set forth in accordance with Article 15 of this Agreement. COMPANY , to the extent such amounts are payable based on the activities of such Surviving Sublicensee, its Affiliates and its sublicensees from and after the effective date of such termination; (D) such license agreement shall provide written notification obligate the Surviving Sublicensee to XXXXXXXXX within [***] days pay directly to BMS amounts corresponding to those set forth in Article 8 which are payable based on the activities of such Surviving Sublicensee, its Affiliates and its sublicensees from and after the effective date of such termination; (E) the Sublicensee cures any payment default of the Company to BMS as of the effective date of multiple-tier SUBLICENSE termination; and (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY F) such license agreement shall provide information to XXXXXXXXX related to not modify the parties rights and obligations of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon the Parties following any termination of this Agreement for in whole or in part; (h) the provisions of this Section 2.2 shall also apply in the event of any reason, subsequent amendment or modification of any SUBLICENSEE not then in default will have such Sublicense Agreement; and (i) BMS shall be made an express third party beneficiary of the Sublicensee’s obligations under such Sublicense Agreement that relate to compliance with the terms and conditions of this Agreement with the direct right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to enforce the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under same directly against the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditionsSublicensee.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will 2.3.1 The Company shall not have the right to grantsublicense rights granted in Section 2.1 to its Affiliates and/or any Third Party, through multiple tiers, SUBLICENSES; provided however that such multiple-tier SUBLICENSES shall be consistent except with the provisions herein prior written consent of Licensor (not to be unreasonably withheld) and subject to Section 2.3.3. At the time of the execution of a permitted sublicense agreement, the Company shall provide Licensor with respect to SUBLICENSES. COMPANY shalla copy thereof. 2.3.2 Sublicensees that are Affiliates of the Company, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days Third Party Sublicensees of the effective date of multiple-tier SUBLICENSE (i.e.Company or its Affiliates, a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek grant further sublicenses, except with the prior written consent of Licensor (not to be unreasonably withheld) and subject to Section 2.3.3. At the time of the execution of a direct license from XXXXXXXXX under rights and terms substantially identical permitted sublicense agreement, such Affiliate Sublicensee or Third Party Sublicensee shall provide Licensor with a copy thereof. 2.3.3 In the event that Licensor consents to the SUBLICENSE rights grant of a sublicense by the Company or its Affiliate or any Third Party Sublicensee, then any agreement containing such permitted sublicense shall include the following: (a) an obligation for the recipient of such sublicense to account for and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX report its Net Sales on the same basis as if it such sales were COMPANY under Net Sales by the Company; (b) that no action be taken that is inconsistent with the terms of this Agreement, including without limitation the prohibition of sales outside of the Territory; and (c) that Licensor shall be an intended third party beneficiary of such agreement, with the ability to enforce its rights or the rights of any permitted sublicensor. XXXXXXXXX No sublicense agreement shall contain any provisions which are inconsistent with the terms of this Agreement, and all such sublicense agreements shall by their terms terminate upon termination of this Agreement, except as set forth in 2.3.4 below. 2.3.4 Upon termination of this Agreement, all sublicenses shall terminate; except that, any Sublicensee not in default of any of its material obligations pursuant to the sublicense that agrees in writing to execute such direct license and any non-identical terms in good faith under reasonable be bound by all of the terms and conditionsconditions of this Agreement shall survive termination of this Agreement and be automatically and immediately assigned to Licensor on the condition that Licensor’s obligations to such Sublicensee shall not exceed the scope of Licensor’s obligations under this Agreement. 2.3.5 The terms of this Section 2.3 shall apply to each Sublicensee as if same were the Company’s original Sublicensee.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will 9.4.1 AstraZeneca shall have the right to grantgrant sublicenses, through multiple tierstiers of sublicensees, SUBLICENSES; provided however that such multiple-tier SUBLICENSES shall be consistent with under the provisions herein rights and licenses granted in Section 9.1 with respect to SUBLICENSESany country or countries in the Territory, to any: (a) Affiliate(s) of AstraZeneca without the consent of MAP; and (b) Third Party(ies) without the consent of MAP (other than pursuant to 9.4.1(c)(i)), in which case [***]; or (c) Third Party(ies) (i) as required by a governmental or regulatory authority without the consent of MAP or (ii) with the consent of MAP (any such sublicense under this clause (c), a “Consent Sublicense”), in which case [***]. COMPANY shallIf MAP withholds its consent to a sublicense with a Third Party and AstraZeneca subsequently terminates this Agreement within ninety (90) days thereafter pursuant to Section 19.3.1(a), then, notwithstanding Section 19.4.8(b), AstraZeneca, at its sole discretion, shall elect to either (i) have the right to [***], or (ii) [***]. 9.4.2 If AstraZeneca grants a sublicense to a Person that is not an Affiliate of AstraZeneca, and such Person is not a Distributor, such Person shall be a “Sublicensee” for purposes of this Agreement, provided that any distributor of an Authorized Generic Version of a Licensed Product shall not be deemed a Sublicensee as a result of such distribution arrangement. (x) AstraZeneca shall require its AFFILIATES and SUBLICENSEES to, incorporate that any Sublicensee agree in writing to be bound by the applicable terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with of this Agreement. COMPANY , (y) AstraZeneca’s grant of any such right shall also, or shall require not relieve AstraZeneca from any of its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (obligations under this Agreement except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY obligations are performed by the Sublicensee, and (z) AstraZeneca shall furnish XXXXXXXXX with remain liable for any breach of a fully signed photocopy sublicense by such Third Party to the extent that such breach would constitute a breach of this Agreement. 9.4.3 AstraZeneca shall notify MAP of the identity of any SUBLICENSE agreement between COMPANY or an AFFILIATESublicensee (and the territory sublicensed to it) promptly after entering into any such arrangement. 9.4.4 Notwithstanding the foregoing provisions of this Section 9.4, on the one hand, and a SUBLICENSEE, on following shall define AstraZeneca’s rights to grant sublicenses [***]. AstraZeneca shall have the other hand, within right to grant further sublicenses [***]. AstraZeneca acknowledges that [***] days of may withhold its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within consent [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditions].

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will have Buyer may exercise the right to grantsublicense the license granted in Section 3.1 solely in the Licensed Field, through multiple tiersto (a) any of its Subsidiaries (for so long as such Subsidiaries remain Subsidiaries); (b) third parties for the purpose of providing services on behalf of Buyer or its Subsidiaries (for so long as such Subsidiaries remain Subsidiaries); (c) customers in connection with such customers' use of the products and services of Buyer or its Subsidiaries (for so long as such Subsidiaries remain Subsidiaries) in the Licensed Field, SUBLICENSES; provided however that and (d) a Person not contemplated by (a), (b) or (c) above (a "Disclosed Sublicensee") and without a right to sublicense or transfer, subject to the following conditions: (i) Licensors are given written notice of the identity of the Disclosed Sublicensee, including business contact information, within three (3) Business Days of the grant of any such multiple-tier SUBLICENSES shall be consistent sublicense, and (ii) Buyer enters into a written agreement (a copy of which it will provide to Licensors upon Licensors' request) with the provisions herein Disclosed Sublicensee (with respect Licensors named as intended third-party beneficiaries thereunder) pursuant to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES which the Disclosed Sublicensee acknowledges and SUBLICENSEES to, incorporate agrees to be bound by all terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, applicable to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights Licensed Other IP under this Agreement. XXXXXXXXX shall treat any Buyer will be fully responsible for the compliance by such copies of SUBLICENSE agreements as Information in accordance Disclosed Sublicensee with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related all terms and conditions applicable to the parties Licensed Other IP under this Agreement as if such Disclosed Sublicensee were Buyer and any breach of such agreement, grant of rights, terms and payments due conditions by any Disclosed Sublicensee will be deemed to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination be a breach of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditionsby Buyer.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATESa) will have The Product License includes the right to grantsublicense within the scope thereof; provided, through multiple tiershowever, SUBLICENSES; that Alvogen shall not sublicense to a Third Party its license under the Pfenex Technology to Commercialize, or have manufactured, Product in the Territory except (i) to a Third Party Supplier, or (ii) to a Sublicensee. For clarity, it is understood and agreed that, Alvogen may use Sublicensees and their Affiliates in the Territory, provided however that (A) Alvogen remains responsible to ensure that the activities of any such multiple-tier SUBLICENSES shall be Sublicensees and their Affiliates are consistent with the provisions herein with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement, and (B) Alvogen (or its Affiliate) books sales of Product in the Territory in accordance with Alvogen’s ordinary course of business. (b) Alvogen shall obtain Pfenex’s written approval prior to the grant of any sublicense which consent shall not be withheld and/or delayed. XXXXXXXXX agrees For the sake of clarity, Pfenex shall [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. respond to execute Alvogen within 10 days of a written request by Alvogen referencing this Section 2.2 and identifying the proposed Sublicensee, the scope of the proposed sublicense and the terms thereof whether Pfenex approves of the grant of such direct license sublicense. If Pfenex does not respond within such period, it will be considered that Pfenex gave its consent to such sublicense. (c) Alvogen shall be responsible for the failure by its Sublicensees and/or its Affiliates to comply with all relevant restrictions, limitations and any non-identical terms obligations in good faith under reasonable terms and conditionsthis Agreement. (d) Alvogen shall be entitled to transfer the Regulatory Approval, including for the sake of clarity MAA Approval, to its Sublicensee, subject to the provisions of this Agreement, including Section 10.4.

Sublicenses. Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will Pharmacopeia shall have the right to grantgrant sublicenses with respect to the rights licensed to Pharmacopeia under Sections 2.1 and 2.2 to (i) any Affiliate of Pharmacopeia for so long as such Affiliate remains an Affiliate of Pharmacopeia, through multiple tiersand (ii) any special purpose company, SUBLICENSES; corporation or other entity established to act as a sublicensee of Pharmacopeia under the rights licensed hereunder in order to facilitate the structured financing of the research, Development and Commercialization activities contemplated hereunder (each, in (i) and (ii), a “Consented Sublicensee”), provided however that (i) such Consented Licensee shall agree in writing to be bound by and subject to the terms and conditions of this Agreement in the same manner and to the same extent as Pharmacopeia, and (ii) Pharmacopeia shall remain responsible for the performance of this Agreement and shall cause such Consented Sublicensee to comply with the terms and conditions of this Agreement. In addition, Pharmacopeia shall have the right to grant Licenses to Sublicensees (other than Consented Sublicensees, the conditions for which are set forth in the immediately preceding sentence), subject to the following: (a) Other than a permitted assignment of this Agreement in accordance with Section 15.4.1, ***, and then only in accordance with this Section 2.3 and Article 3. The foregoing *** shall not limit Pharmacopeia’s ability to engage Third Party contractors in the Development, manufacture and/or shipping/warehousing of any Licensed Compound or any Licensed Product, provided that such multipleengagement is essentially a fee-tier SUBLICENSES for-service or similar purchase arrangement and does not grant the Third Party contractor the right to sell or promote such Licensed Compound or Licensed Product. (b) Pharmacopeia shall have the right to enter into a License with a Third Party, provided that, to the extent any such License grants rights with respect to any Licensed Compound: (i) such License shall be consistent with the provisions herein with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with of this Agreement. COMPANY , and shall alsonot impair (A) Pharmacopeia’s ability to perform its obligations under this Agreement or (B) BMS’ rights under this Agreement; (ii) in such License, the Sublicensee shall agree in writing to be bound to Pharmacopeia by terms and conditions that are substantially similar to, or less favorable to the Sublicensee than, or otherwise allow Pharmacopeia to fully perform the corresponding terms and conditions of this Agreement, provided that Section 3.1.2 of Section 3.1 shall require not apply to a Sublicensee; (iii) promptly after the execution of such License, Pharmacopeia shall provide a copy of such License to BMS, with financial and other confidential or proprietary commercial terms redacted consistent with the public filing of such License with the Securities and Exchange Commission (“SEC”), or, if not filed with the SEC, then with financial and other confidential or proprietary commercial terms redacted (to the extent that such other commercial terms are not reasonably necessary for BMS to determine Pharmacopeia’s compliance with and payment obligations under this Agreement, including Sublicense Payments under Article 8); (iv) Pharmacopeia shall remain responsible for the performance of this Agreement (including, without limitation, its AFFILIATES obligations under Sections 5.1(a) and SUBLICENSEES to6.1), include provisions the payment of all payments due, and making reports and keeping books and records, and shall use commercially reasonable efforts to monitor such Sublicensee’s compliance with the terms of such License; (v) any sublicense rights granted by Pharmacopeia in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX License (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable sublicensed rights are granted to Pharmacopeia in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX ) shall treat any terminate on a country-by-country and Licensed Product-by-Licensed Product basis effective upon the termination under Section 13.2 of the license from BMS to Pharmacopeia with respect to such copies of SUBLICENSE agreements sublicensed rights, provided that such sublicensed rights shall not terminate if, as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE such termination by BMS under Section 13.2, the Sublicensee is not in material breach of its obligations to Pharmacopeia under its License agreement, and within sixty (i.e., 60) days of such termination the Sublicensee agrees in writing to be bound directly to BMS under a SUBLICENSEE sublicensing PATENT RIGHTS license agreement substantially similar to a third party). COMPANY shall provide information to XXXXXXXXX related this Agreement with respect to the parties of rights sublicensed hereunder, substituting such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from Sublicensee (a “Surviving Sublicensee”) for Pharmacopeia; and (vi) such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will Sublicensees shall have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical grant further Licenses with respect to the SUBLICENSE rights Development or Commercialization of Licensed Products, provided that such further Licenses shall be in accordance with and subject to all of the terms and conditions of this Section 2.3. For purposes of clarification, the preceding provisions of this Section 2.3(b) shall not apply to Licensed Compounds or Licensed Products with respect to which COMPANY previously granted to such SUBLICENSEEPharmacopeia grants BMS a License. (c) For clarity, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms provisions of this Agreement. XXXXXXXXX agrees Agreement provide that Pharmacopeia shall be “solely” responsible or the like with respect to execute a matter, it is understood that such direct license and any non-identical terms in good faith under reasonable terms and conditionsresponsibilities may be carried out or borne on Pharmacopeia’s behalf by a Pharmacopeia Affiliate, Consented Sublicensee, permitted Sublicensee or contractor of Pharmacopeia. (d) It shall be a ***.

Sublicenses. Provided that (a) COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will shall have the right to grantgrant sublicenses of its rights under Section 2.1 only during the EXCLUSIVE PERIOD. If the EXCLUSIVE PERIOD is terminated, through multiple tiers, SUBLICENSES; provided however that any exclusivity of such multiple-tier SUBLICENSES sublicense shall be consistent with expire upon the provisions herein with respect to SUBLICENSEStermination of the EXCLUSIVE PERIOD. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE sublicense agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, also include provisions in all SUBLICENSES sublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX M.I.T. or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX M.I.T. (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable lawssublicense. COMPANY shall promptly furnish XXXXXXXXX M.I.T. with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATEsublicense agreement. (b) Sublicense Survival. In the event of termination of this Agreement by M.I.T., on except pursuant to Section 12.4(b), M.I.T. agrees that, after the one handeffective date of termination of this Agreement, and as soon as practicable after receiving a written request from a SUBLICENSEE, on M.I.T. will negotiate in good faith a license agreement with such SUBLICENSEE (the other hand“NEW LICENSE AGREEMENT”) that grants to such SUBLICENSEE, a license under the PATENT RIGHTS to manufacture, use and sell LICENSED PRODUCTS in the FIELD and in the TERRITORY, provided that: (1) SUBLICENSEE shall notify M.I.T. in writing of its request for a license agreement under the PATENT RIGHTS in accordance with this Section 2.3(b) within [***] days of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for Agreement. (2) M.I.T. shall not be obligated to grant to SUBLICENSEE any reasonrights under the PATENT RIGHTS that are broader than the rights previously granted by COMPANY to SUBLICENSEE, any or inconsistent with the rights granted to COMPANY under this Agreement; (3) SUBLICENSEE is not then in material breach under the sublicense agreement with COMPANY, or in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of any relevant provisions of this Agreement, at the date of termination of this Agreement; (4) Unless otherwise agreed to in writing by M.I.T. and the SUBLICENSEE, under the NEW LICENSE AGREEMENT, SUBLICENSEE shall be obligated to pay M.I.T. all of the payments M.I.T. would have been entitled to receive from COMPANY under this Agreement, including without limitation running royalties (Section 4.1(c)), and milestone payments (Section 4.1(f)) specified in this Agreement, as well as sharing of SUBLICENSE INCOME (Section 4.1(g) and reimbursement of patent costs (Sections 4.1(a) and 6.3), in each case as if the sublicense agreement between COMPANY and SUBLICENSEE and this Agreement were both still in full effect. XXXXXXXXX agrees For example, for a given milestone event achieved under Section 4.1(f) of this Agreement, the NEW LICENSE AGREEMENT shall require payment of the applicable amounts due under both Sections 4.1(f) and 4.1(g), with respect to execute such direct license consideration that would otherwise have been SUBLICENSE INCOME, of this Agreement, as if the sublicense agreement between COMPANY and any non-SUBLICENSEE was still in full effect; (5) The NEW LICENSE AGREEMENT shall include substantially identical terms in good faith under reasonable terms and conditions.conditions of the following provisions of this Agreement:

Sublicenses. Provided that COMPANY maintains an exclusive license Subject to the PATENT RIGHTS in terms and conditions of this Agreement and, as applicable, the FIELD in the TERRITORYPre-Existing Agreements, COMPANY (and its AFFILIATES) will MTPC shall have the right to grantsublicense, or further sublicense as the case may be, the license rights granted in Section 2.1 through multiple tierstiers in the Field and in the MTPC Territory to: 1.1.1 Any of its Affiliates and Third Parties that, SUBLICENSESat the time of the sublicense, has commercialized at least one hemato-oncology drug with Regulatory Approval for which aggregate annual sales of such drug(s) exceed JPY [**] (JPY[**]), without ADCT’s consent, provided that (a) MTPC provides ADCT with prior notice of the name of the Affiliate or Third Party, and the rights to be sublicensed, and (b) any such sublicense granted by MTPC to an Affiliate shall terminate if (i) such entity is no longer an Affiliate of MTPC and (ii) MTPC or such entity does not obtain ADCT’s prior written consent to continue such sublicense, which consent shall not be unreasonably withheld, delayed or conditioned; provided however that and 1.1.2 other Third Parties solely with ADCT’s prior written consent. 1.1.3 For any sublicense granted by MTPC under this Section 2.4, (a) such multiple-tier SUBLICENSES Affiliate or Third Party shall be consistent agree in writing to comply with the provisions herein with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient of this Agreement that are applicable to enable COMPANY to comply activities by such Affiliate and Third Party under such sublicense; (b) MTPC shall remain fully liable for the performance of such Affiliate and Third Party in connection with this Agreement. COMPANY ; and (c) MTPC shall alsoprovide ADCT with a copy of each agreement with any Third Party pursuant to which a sublicense is granted pursuant to this Section 2.4, from which MTPC may redact any terms unrelated to this Agreement. 1.1.4 Subject to the terms and conditions of this Agreement, MTPC shall have the right to sublicense the rights granted to it under Section 2.1 and Section 2.2 to Third Parties that (a) are solely performing services on behalf of, or shall require for the benefit of, MTPC or its AFFILIATES Affiliates or Sublicensees in connection with MTPC’s or its Affiliates’ or Sublicensees’ efforts to Develop, use, Manufacture, have Manufactured, sell, offer for sale, distribute, import and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that export or otherwise Commercialize the Licensed Compounds and the Products in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX MTPC Territory (or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSEADCT Territory, to the extent such termination is enforceable permitted pursuant to Section 2.2) in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement, including for example, academic institutions, clinical trial sites, investigators, contract research organizations, Third Party manufacturers, co-promotion partners or any similar independent contractors, and (b) in each case, are not granted any rights to use such sublicensed rights for any other purposes and will obtain no rights to any Licensed Compound, Product, or intellectual property that may be created, in each case, in connection with the exercise of such sublicensed rights (each such Third Party, a “Subcontractor”), provided that any such sublicense shall be made pursuant to a written agreement that is consistent with this Agreement, including the intellectual property and confidentiality provisions hereof. XXXXXXXXX agrees MTPC shall identify its Subcontractors to execute ADCT upon request by ADCT, and shall assume responsibility for the actions, including any breach of the terms of this Agreement, by any such direct license and any non-identical terms in good faith under reasonable terms and conditionsSubcontractor.

Sublicenses. Provided that COMPANY maintains an exclusive license (i) Subject to the PATENT RIGHTS terms and conditions of this Agreement and the applicable Third Party Licenses, Sana may grant a sublicense: (A) under the license granted by Beam to Sana in Section 2.1(a), to Sana’s CROs, CMOs and Subcontractors solely for purposes researching and developing Licensed Products on behalf of Sana or its Affiliates in the FIELD Field in the TERRITORYTerritory; (B) under the license granted by Beam to Sana in Section 2.1(b), COMPANY to one or more Affiliates or Third Parties solely for purposes of development, manufacture and commercialization of one or more Licensed Products (through one or more (but not to exceed [***]) tiers); and (C) under the license(s) granted by Beam to Sana under Section 2.1(a) and/or Section 2.1(b), for purposes other than as described in the foregoing clause (A) or (B), to one or more Affiliates or Third Parties subject to Beam’s prior written consent. Sana shall remain responsible for the performance of all of its AFFILIATES) will have Affiliates, Sublicensees, CMOs, CROs and Subcontractors to the right to grantsame extent as if such activities were conducted by Sana, through multiple tiers, SUBLICENSES; provided however that such multiple-tier SUBLICENSES and shall be consistent with the provisions herein remain responsible for any payments due hereunder with respect to SUBLICENSESactivities of any of its Affiliates or Sublicensees. COMPANY shallIn any agreement entered into by Sana with an Affiliate, Sublicensee, CRO, CMO or shall require its AFFILIATES and SUBLICENSEES toSubcontractor that grants rights to such Sublicensee, incorporate terms and conditions into its SUBLICENSE agreements sufficient CRO, CMO or Subcontractor under any [***] Patent Rights sublicensed to enable COMPANY Sana pursuant to comply with this Agreement. COMPANY , Sana shall alsoensure that each such agreement includes (A) the requirement that such Affiliate, Sublicensee, CRO, CMO or Subcontractor complies with the ACTIVEUS 188080012v.21 provisions set forth on Exhibit D, and (B) all other provisions set forth in Section 2.3 (with respect to Affiliates) or Section 2.4 (with respect to Sublicensees, CROs, CMOs and Subcontractors) of the [***] Agreement, as applicable to such Affiliate, Sublicensee, CRO, CMO or Subcontractor. (ii) Sana shall require its AFFILIATES and SUBLICENSEES toprovide Beam with a copy of each executed Sublicensee agreement promptly after execution thereof (but in any event within [***]), include provisions in all SUBLICENSES which shall be treated by Beam as Sana’s Confidential Information, provided that (A) Sana shall have no obligation to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX Beam with a fully signed photocopy copy of any SUBLICENSE agreement between COMPANY Sana or an AFFILIATEa Sublicensee, on the one hand, and an Affiliate of Sana or such Sublicensee, or any agreement with a SUBLICENSEECRO or CMO (solely for the provision of research or services for or on behalf of Sana or its Affiliates), on and (B) with respect to any Sublicensee agreement that includes a sublicense under a Third Party License that requires Beam to provide the other hand, within [***] days applicable Third Party licensor a copy of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies Sublicensee agreement or a summary of SUBLICENSE agreements as Information the terms of such Sublicensee agreement, Beam shall be permitted to provide such Third Party licensor with such copy or summary in accordance with Article 15 Section 10.3(c). Prior to providing a copy of such Sublicensee agreement to Beam, Sana may, except to the extent otherwise required under any Third Party License, redact certain terms of any such Sublicensee agreement to the extent not pertinent to an understanding of a Party’s obligations or benefits under this Agreement or a verification of compliance with the requirements of this Agreement. COMPANY . (iii) Each agreement in which Sana grants a sublicense hereunder shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related be subject to the parties of such agreement, grant of rights, applicable terms and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination conditions of this Agreement for any reasonand shall expressly include the terms set forth in Exhibit D with respect to each Third Party License sublicensed to the Affiliate, any SUBLICENSEE not then in default will have Sublicensee, CRO or Subcontractor, as applicable. (iv) Solely to the extent that Sana, its Affiliate or Sublicensee is permitted to grant a sublicense under this Section 2.1 and has the right to seek grant further sublicenses, if Sana, such Affiliate or such Sublicensee cannot grant such further sublicenses under a direct license from XXXXXXXXX particular Third Party License, then at Sana’s request in conjunction with Sana’s granting of a sublicense under rights and terms substantially identical this Section 2.1(c), or its Affiliate or Sublicensee’s granting of a further sublicense, Beam shall not unreasonably refuse to the SUBLICENSE rights and terms which COMPANY previously granted grant a sublicense under such Third Party License to such SUBLICENSEEAffiliate or Sublicensee (or further Sublicensee) for no additional consideration to Beam and otherwise on terms that are consistent with the Third Party License, where the sublicense granted by Sana to its Affiliate or such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under Sublicensee, and the terms of this Agreement. XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under reasonable terms and conditions.

Sublicenses. Provided that COMPANY maintains an exclusive license (a) The rights and licenses granted pursuant to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (Section 2.1 and its AFFILIATES) will have Section 2.2 include the right to grant, grant sublicenses (through multiple tiers) to Third Parties pursuant to a written sublicense agreement (each a “Sublicense Agreement”); provided, SUBLICENSEShowever, that (a) MERSANA or its Affiliate may only enter into Sublicense Agreements with respect to Licensed Targets, and with respect to any specific Licensed Target, only after the corresponding License Fee for such Licensed Target has been paid to SNFX; provided however (b) MERSANA shall provide SNFX with a copy of each such Sublicense Agreement granted under this Section 2.4, and any amendment thereto, within thirty (30) days following execution thereof, it being understood and agreed to by SNFX that commercially sensitive information may be redacted from such multiple-tier SUBLICENSES copies to the extent such information is not necessary to verify compliance hereunder, and the terms, conditions and existence of such Sublicense Agreement and amendments thereto shall be deemed the Confidential Information of MERSANA; (c) any such Sublicense Agreement and amendments thereto shall be consistent with and subject to the provisions herein terms and conditions of this CLOA; (d) MERSANA shall remain fully responsible to SNFX for the performance of its Sublicensee(s) with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S MERSANA’s obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this CLOA; and (e) MERSANA shall reserve the right under each Sublicense Agreement to conduct an audit of its Sublicensee in a comparable manner to Section 3.12. XXXXXXX shall remain obligated to make all payments due to SNFX under the terms of this CLOA with respect to the activities of its Sublicensees. (b) If SNFX delivers a notice of termination to MERSANA pursuant to any of Sections 10.2(b), 10.2(c) or 10.2(d) (each a “Termination Notice”), SNFX will grant, and hereby grants, an option (the “Sublicensee Option”) to each Sublicensee (that is not (i) at the time of such termination, in material breach of its Sublicense Agreement, or (ii) the party challenging a Licensed Patent in respect of Section 10.2(d)) to enter into a license agreement directly with SNFX with respect to Products against any Licensed Targets that are also within the scope of such Sublicensee’s sublicense from MERSANA under the Licensed Technology, as of the date of the Termination Notice (such Licensed Targets, the “Sublicensee Targets”). Each Sublicensee may exercise its Sublicensee Option by providing a written notice to SNFX within [**] from the date the Termination Notice is given (“Sublicensee Option Period”). If a Sublicensee exercises the Sublicensee Option prior to the expiration of the Sublicensee Option Period, SNFX and such Sublicensee shall enter into a license agreement directly with each other (the “New License Agreement”) on substantially the same terms and conditions as those set forth in this CLOA, including license scope, territory, duration of license grant and financial terms; provided that, for the avoidance of doubt, SNFX shall not be required to agree to any terms in such New License Agreement that impose any obligations on SNFX that are not in this Agreement. XXXXXXXXX agrees On a Sublicensee-by-Sublicensee basis, this CLOA will not be deemed to execute be terminated with respect to any Products against the Sublicensee Targets for the purposes of the Sublicense Agreement (but, for clarity, MERSANA and its Affiliates shall not have any rights in respect of Products against such direct license Sublicensee Targets under this CLOA following MERSANA’s receipt of the Termination Notice, except as expressly provided in this CLOA (including Section 10.3(c))), until: (1) if Sublicensee does not exercise the Sublicensee Option during the Sublicensee Option Period, the expiration of the Sublicensee Option Period; or (2) if Sublicensee exercises the Sublicensee Option during the Sublicensee Option Period, the date when the New License Agreement is fully executed and any non-identical terms is in good faith under reasonable terms full force and conditionseffect.

Sublicenses. Provided (a) 3DMed may grant sublicenses (and may amend sublicenses) only upon prior written consent of SELLAS, which will not be unreasonably withheld, conditioned or delayed, except that COMPANY maintains an exclusive license 3DMed may grant such sublicense without SELLAS’ consent to its Affiliates, and, if the sublicense relates to the PATENT RIGHTS MSK IP, then only upon prior written consent of MSK in accordance with the FIELD in terms of the TERRITORYMSK License Agreement (which consent, COMPANY (and its AFFILIATES) will have the right to grantfor clarity, through multiple tiers, SUBLICENSES; provided however that such multiple-tier SUBLICENSES shall be consistent obtained in addition to the prior written consent of SELLAS). To request such consent, 3DMed shall provide SELLAS with a complete, unredacted copy of the proposed sublicense agreement (or amendment) and any associated agreements between it and the proposed sublicensee. 3DMed shall also promptly provide SELLAS with fully executed copies of such agreements. All such documents shall be deemed Confidential Information of 3DMed. (b) Any sublicense shall by its terms bind the Sublicensee to all provisions herein with respect to SUBLICENSESof this Agreement that by their terms are capable of performance by a Sublicensee, including without limitation, the restrictions, limitations, and obligations of Articles 2, 3, 4, 6, 9, 10, 12, 13 and Sections 7.5, 11.6, 11.7, 18.1 and 18.2 of the MSK License Agreement, and shall provide that MSK is a third party beneficiary. COMPANY shall, or Any breach by a Sublicensee shall require be considered a breach by 3DMed. 3DMed shall (i) cause each of its AFFILIATES and SUBLICENSEES to, incorporate terms and conditions into its SUBLICENSE agreements sufficient to enable COMPANY Sublicensees to comply with this Agreement. COMPANY shall also, or shall require its AFFILIATES and SUBLICENSEES to, include provisions in all SUBLICENSES to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may terminate the SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days of its effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default will have the right to seek a direct license from XXXXXXXXX under rights and terms substantially identical to the SUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, where such SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement. XXXXXXXXX agrees to execute such direct license , and any (ii) remain responsible for the performance and non-identical terms in good faith under reasonable terms and conditionsperformance of its Sublicensees as if such Sublicensees were 3DMed hereunder. (c) 3DMed shall promptly provide SELLAS with a copy of any notice of breach, termination or the like sent to or received from a Sublicensee.