Common use of Sublicensing Clause in Contracts

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. 4.1 Upon written approval by PHS, Licensee has the right to grant Sublicense Agreements and any sublicensees of Licensed Patent Rights under this Agreement may enter into sublicensing agreements under the Licensed Subject Matter consistent with Patent Rights, such approval will not be unreasonably delayed or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise not made binding upon the sublicensee. For purposes of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee or any third party sublicensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the Agreement, subject event Licensee or any sublicensee desires to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted grant a sublicense to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreementto develop or commercialize a Licensed Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days after receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it or any sublicensee shall provide that the obligations to PHS of paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5 and 13.7-13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to provide copies of these Paragraphs to all sublicense agreements. 4.3 With respect to the rights licensed hereunder (as opposed to Licensee’s ownership rights), any sublicenses granted by Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) 4.4 Licensee shall deliver agrees to Licensor forward to PHS a true, complete, and correct complete copy of each Sublicense Agreement granted fully executed sublicense agreement entered into by LicenseeLicensee or any sublicensee, Affiliate or Sublicensee, and any modification or termination thereof, postmarked within thirty (30) days following of the applicable executionexecution of such agreement. To the extent permitted by law, modificationPHS agrees to maintain each such sublicense agreement in confidence. 4.5 Notwithstanding the foregoing, PHS agrees that the conditions of Paragraphs 4.1, 4.3 and 4.4 will not apply to the granting of rights under the Licensed Patent Right by Licensee to an Affiliate of Licensee, or termination by a sublicensee of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all an Affiliate of the Licensee’s duties sublicensee, and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or that such a grant will not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a “sublicense” for purposes of this Agreement (including, for example, for purposes of triggering payments of sublicensing royalties pursuant to Appendix C). Licensee shall be responsible for any breach of the this Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right an Affiliate of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. Licensee has shall have the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms sublicenses or to assign any or all of the Agreementrights granted hereunder only to an entity which has been approved in writing by CSMC (each, “Permitted Sublicensee”). Any such Permitted Sublicensee shall be subject in all respects to the following: (a) A Sublicense provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall not exceed be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the scope and rights granted generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to Licensee hereunder. Sublicensee must agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination provisions of this Agreement, continued including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense rights without CSMC’s prior written consent, which consent shall not be governed by Section 7.5(a) (Effect of Termination)unreasonably withheld. Licensee has no right shall promptly forward to grant CSMC a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a truecopy of any and all fully executed sublicense agreements, completeany subsequent amendments, and correct copy all copies of each Sublicense Agreement granted by LicenseePermitted Sublicensees’ profit sharing or royalty reports, Affiliate or Sublicensee, and any modification or termination thereof, within in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the applicable executionprogress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, modificationLicensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or termination assignment shall run for the benefit of such Sublicense CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. All Sublicense Agreements will be Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in Englishany manner any of its obligations set forth in this Agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. Licensee has shall have the right to grant Sublicense Agreements sublicense its rights under the Licensed Subject Matter consistent with the terms of the Agreementthis Agreement to any Affiliates controlled, subject to the following: directly or indirectly, by Licensee; provided, however, (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding ensure that any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained controlled Affiliate does not engage in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the this Agreement if such acts were performed act or omission had been by Licensee, and any such violation by Licensee’s controlled Affiliate shall constitute a breach of this Agreement by Licensee; and (b) if any of Licensee’s controlled Affiliates engaged in an act that would constitute a breach of this Agreement if made by Licensee then, without prejudice to any of Licensor’s rights and remedies against Licensee, Licensee shall have the right to seek injunctive relief directly against such controlled Affiliate. Licensee additionally shall have the right to sublicense its rights under this Agreement to any other third-party, solely during the Term; provided, however, that Licensee shall not have the right to grant a sublicense to permit a Person other than its Affiliates to design, manufacture, or sell Reserved Goods and Services other than (i) for or to Licensee or its Affiliates or (ii) to Approved Wholesalers in connection with Reserved Goods and Services obtained from Licensee or its Affiliates or in connection with a store-within-a-store branded with a Licensed Property. Licensee shall not enter into any sublicense not expressly permitted by this paragraph without Licensor’s express prior written approval, and any such sublicense without such express prior written approval shall be deemed void and of no force or effect. For the avoidance of doubt, any sublicense entered into shall expire and terminate concurrently with expiration of this Agreement, and sublicensee shall have no right to enforce the sublicense against Licensor.

Sublicensing. 3.1 Licensee has shall have the right to grant Sublicense Agreements under the Licensed Subject Matter consistent enter into sublicensing agreements with the terms respect to any of the Agreementrights, privileges, and licenses granted hereunder, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions hereof. Such sublicenses will terminate upon the termination of Licensee’s rights granted herein unless events of default are cured by Licensee or Sublicensee within [**] days of notification by CMCC of default and/or as provided by the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination terms of this Agreement. Any sublicensing agreement shall include an audit right by HARVARD of the same scope as provided by Article VI hereof. No such sublicensing agreement shall contain any provision which would cause it to extend beyond the term of this Agreement. 3.2 Licensee agrees that any sublicense granted by it shall provide that the obligations to CMCC of Articles II (Grant), continued sublicense rights VI (Reports and Records), VIII (Infringement), IX (Insurance and Indemnification), XII (Export Controls), XIII (Non Use of Names), XIV (Assignment), XV (Dispute Resolution), XVI (Term and Termination) and XVIII (Miscellaneous Provisions) of this Agreement shall be governed by Section 7.5(a) (Effect of Termination)binding upon the sublicensee as if it were a party to this Agreement. Licensee has no right further agrees to grant attach a Sublicensee the right copy of this Agreement to grant further sub-Sublicense Agreementsall sublicense agreements. 3.3 Licensee agrees to provide to CMCC notice of any sublicense granted hereunder and to forward to CMCC promptly upon execution a copy of any and all fully executed sublicense agreements. Licensee further agrees to forward to CMCC annually a copy of such reports received by Licensee from its sublicensees during the preceding twelve (b12) month period as shall be pertinent to a royalty accounting under the applicable sublicense. 3.4 All sublicenses granted by Licensee hereunder shall include a requirement that the sublicensee use its commercially reasonable efforts to bring the subject matter of the sublicense into commercial use as promptly as is reasonably possible. 3.5 Licensee shall deliver advise CMCC in writing of any consideration received from sublicensees under this Agreement. Licensee shall not accept from any sublicensee anything of value in lieu of cash payments to Licensor discharge sublicensee’s payment obligations under any sublicense granted under this Agreement, without the express written permission of CMCC, which permission shall not be unreasonably withheld. 3.6 CMCC agrees that if Licensee has provided to CMCC notice that Licensee has granted a truesublicense to a sublicensee under this Agreement, completethen in the event CMCC terminates this Agreement for any reason, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within CMCC shall provide to such sublicensee no less than thirty (30) days following prior to the applicable executioneffective date of said termination, modification, or written notice of said termination of such Sublicense Agreement. All Sublicense Agreements will be at the address specified by Licensee to CMCC in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties notice to CMCC under Paragraph 3.3 of this Article III. CMCC agrees that upon the sublicensee’s notice as described below and obligations contained provided the sublicensee is not in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of its sublicense, CMCC shall grant to such sublicensee license rights and terms equivalent to the Agreement if performed by sublicense rights and terms which the Licensee will be deemed shall have granted to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event said sublicensee; provided that the sublicensee shall remain a sublicensee under this Agreement for a period of at least sixty (60) days following receipt of notice from CMCC. Sublicensee breaches shall during said sixty (60) day period provide to CMCC notice wherein the payment or reporting obligations affecting Licensor or any other sublicensee: (i) reaffirms the terms and conditions of this Agreement as it relates to the Sublicense Agreement that would constitute a breach rights the sublicensee has been granted under the sublicense; (ii) agrees to abide by all of the terms and conditions of this Agreement if such acts were performed by applicable to sublicensees and to discharge directly all pertinent obligations of Licensee as it relates to the sublicense which Licensee is obligated hereunder to discharge; and (iii) acknowledges that CMCC shall have no obligations to the sublicensee other than its obligations set forth in this Agreement with regard to Licensee.

Sublicensing. 2.5.1 The license granted pursuant to Section 2.1 is sublicensable by Licensee has to any Affiliates or Third Parties; provided that any such sublicense must comply with the provisions of this Section 2.5 (including Section 2.5.2). 2.5.2 The right to grant Sublicense Agreements sublicense granted to Licensee under the Licensed Subject Matter consistent with the terms of the Agreement, this Agreement is subject to the followingfollowing conditions: (a) A Sublicense Agreement shall not exceed Licensee may only grant sublicenses **** pursuant to a written sublicense agreement with the scope and rights granted to Licensee hereunderSublicensee. Sublicensee Licensor must agree in writing to be bound by the applicable terms and conditions receive written notice as soon as practicable following execution of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreementsany such sublicenses. (b) In each sublicense agreement, the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee has agreed and must acknowledge that Licensor is an express third party beneficiary of such terms and conditions under such sublicense agreement; provided that nothing shall deliver to Licensor prevent Licensee from granting sublicenses of more limited scope than Licensee’s rights, e.g. in a truemore limited territory, complete, and correct copy field of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modificationuse, or termination of such Sublicense Agreement. All Sublicense Agreements will be in Englishterm. (c) Notwithstanding The official language of any sublicense agreement shall be English. (d) Within **** after entering into a sublicense, Licensor must receive a copy of the sublicense written in the English language for Licensor’s ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. records and to share with Licensor’s licensors under the Existing Licenses. The copy of the sublicense may be redacted to exclude confidential information of the applicable Sublicensee, but such Sublicense copy shall not be redacted to the extent that it impairs Licensor’s (or any of its licensors’) ability to ensure compliance with this Agreement; provided that, if any of Licensor’s licensors require a complete, unredacted copy of the sublicense, Licensee shall provide such complete, unredacted copy. (e) Licensee’s execution of a sublicense agreement will not relieve Licensee of any of its obligations under this Agreement. Licensee is and shall remain primarily liable **** to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any this Agreement and for any act or omission of a an Affiliate or Sublicensee that would be a breach of the this Agreement if performed or omitted by Licensee, and Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the this Agreement if as a result of such acts were performed by Licenseeact or omission.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the this Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the this Agreement and shall indicate agree that Licensor is a Board and MD Xxxxxxxx are third party beneficiary beneficiaries of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section Paragraph 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub-Sublicense Agreements consistent with this Agreement, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of this Agreement. (b) Licensee shall deliver to Licensor MD Xxxxxxxx a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) 30 days following the applicable execution, modification, or termination of such Sublicense Agreement. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide MD Xxxxxxxx an accurate English translation in addition to a copy of the original agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor Board and MD Xxxxxxxx for all of the Licensee’s duties and obligations contained in the this Agreement, including without limitation the payment of running royalties due under Section Paragraph 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the this Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor Board and/or MD Xxxxxxxx or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the this Agreement if such acts were performed by Licensee.

Sublicensing. Prior to any sublicensing, Licensee has shall provide TSRI with one or more written lists of potential sublicensees for TSRI’s pre-approval, which approval will not be unreasonably withheld or conditioned. TSRI shall indicate in writing to Licensee its approval or disapproval of the potential sublicensees on the list within 30 days of receiving Licensee’s list. If TSRI does not respond with its approval or disapproval to Licensee within such 30-day period, then TSRI shall be deemed to have approved all potential sublicensees on the list. TSRI’s approval or deemed approval of certain (or all) of the potential sublicensees on the list shall be effective only for 3 years. After such 3 year period, Licensee must resubmit written lists of potential sublicensees for TSRI’s pre-approval and the parties shall engage in the same process for securing such approval or deemed approval. Licensee shall have the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreement, subject and authorize sublicenses to any third party who has been approved by TSRI pursuant to the followingabove procedure, and to any Affiliate, with respect to the rights conferred upon Licensee under this Agreement; provided, however, that any sublicense or further sublicense granted under this Section 2.4 shall be subject in all respects to the applicable provisions contained in this Agreement (including the provisions regarding governmental interest, reservation of rights, development efforts, reporting, audit rights, indemnity, limited warranty, disclaimer, limitation of liability, confidentiality, and rights upon expiration or termination). In addition, without TSRI’s prior written consent: (a) A Sublicense Agreement a direct Sublicensee of Licensee who has been previously approved by TSRI shall have the right to grant further sublicenses of its right to make, have made, use, have used, and import Licensed Products for development and regulatory approval purposes, but none of such Sublicensee’s Sublicensees shall have the right to grant further sublicenses thereunder; and (b) a direct Sublicensee of Licensee who has been previously approved by TSRI shall have the right to grant further sublicenses of its right to make, have made, use, have used, sell, have sold, offer for sale and import Licensed Products for commercialization purposes, through up to two additional tiers of sublicense (i.e., Licensee’s direct Sublicensee may grant a sublicense to a third party Sublicensee, and such third party Sublicensee may grant one further sublicense to another third party Sublicensee, but such further Sublicensee shall not exceed have the scope right to grant sublicenses). For the avoidance of doubt: (i) Licensee shall at all times have the right to grant sublicenses to its Affiliates, without TSRI’s prior written consent, and no such sublicense grant to an Affiliate of Licensee shall be considered a tier of sublicense for purposes of the limitations set forth in the preceding clauses (a) and (b), provided that each such Affiliate shall be subject to the preceding clauses (a) and (b) to the same extent as Licensee; (ii) a Sublicensee shall at all times have the right to grant sublicenses to their respective affiliates, and no such sublicense grant to an affiliate shall be considered an additional tier of sublicense, provided, in each case, that each such affiliate shall be subject to the preceding clauses (a) and (b) to the same extent as such Sublicensee; and (iii) except as expressly permitted by this Section 2.4, including, without limitation, the preceding clauses (a) and (b) neither Licensee nor any Sublicensee shall grant any sublicense of the rights granted to it hereunder without TSRI’s prior written consent, provided that TSRI will consider any reasonable request for such consent. Notwithstanding the foregoing, TSRI shall have the right to withhold consent in its discretion. Licensee hereunder. Sublicensee must agree and its Sublicensees shall include in writing any such sublicense provisions regarding the Sublicensee’s institution or making of any Challenge (including the consequences thereof) that are at least as protective of, and favorable to, Licensee as the provisions of this Agreement are protective of, and favorable, to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense AgreementTSRI. In the event of termination a conflict between this Agreement and the terms of any sublicense, the terms of this Agreement, continued sublicense rights Agreement shall be governed by Section 7.5(a) (Effect of Termination)control. Licensee has no right shall forward to grant TSRI a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, any and any modification or termination thereof, all fully executed sublicense agreements within thirty (30) days following the applicable of execution, modification, provided that Licensee may redact from such copies any proprietary scientific or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable business information that is not necessary for TSRI to Licensor for all of the ascertain Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act ’s compliance with any of its or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting their obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licenseeunder this Agreement.

Sublicensing. 3.1 Licensee has the right to may grant Sublicense Agreements sublicenses under the Licensed Subject Matter rights granted to it in Article II, provided that such sublicenses shall be at least as favorable to BTG as this Agreement, and provided that each Sublicensee is bound under a written agreement with Licensee containing terms and conditions consistent with the terms and no less restrictive than those applicable to Licensee hereunder. Licensee will include a copy of the Agreementthis Agreement as an exhibit to all sublicenses. Without limitation, subject to all sublicenses shall include the following: (a) 3.1.1 A Sublicense provision specifying that the sublicense is personal to the Sublicensee, and may not be further sublicensed or assigned. 3.1.2 A provision allowing direct access by BTG or its representatives to inspect and audit the books and records of the Sublicensee for purposes of verifying royalties payable thereunder. 3.1.3 Provisions permitting termination of the sublicense in accordance with Section 3.2 below and other provisions for termination equivalent to those contained in this Agreement. 3.1.4 A provision for conversion to a license directly between the Sublicensee and BTG upon termination of this Agreement as provided in Section 12.4.1. Licensee will notify BTG of the proposed terms of any sublicenses in advance, and will permit BTG to comment upon the legal and commercial reasonableness of the proposed terms. 3.2 The Licensee shall not exceed be responsible for the scope observance and rights granted to Licensee hereunder. performance by every Sublicensee must agree in writing to be bound by of the applicable terms and conditions of the Agreement sublicense, and shall indicate that Licensor is be directly liable to BTG for any breach, non-observance or non-performance by any Sublicensee which results in a third party beneficiary breach by the Licensee under this Agreement. 3.3 Following the grant of sublicense, Licensee shall: 3.3.1 Forward a copy of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, agreement within thirty (30) days following the applicable of execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained 3.3.2 Notify BTG in the Agreement, including without limitation the payment case of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a any breach by Licensee. Each Sublicense Agreement will contain a right of termination the Sublicensee, and if requested by Licensee in the event that BTG, promptly serve notice upon the Sublicensee breaches specifying the payment or reporting obligations affecting Licensor or any other breach, and terminating the sublicense in accordance with its terms and conditions of if the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licenseeis not timely cured.

Sublicensing. (a) Licensee has shall have the right to grant Sublicense Agreements and authorize sublicenses under the Licensed Subject Matter consistent Patent Rights and Licensed Know-How to any party without TSRI’s prior written consent, provided that (i) the provisions of the sublicense agreement comply with the terms provisions of the this Agreement, and (ii) [***]. Licensee will give TSRI written notice about each proposed Sublicensee sufficiently in advance of entering into a sublicense agreement with such Sublicensee in order for TSRI to inform Licensee about the issue in subclause (ii) above. In the event the requirements in subclauses (i) and (ii) are not satisfied, then Licensee shall not have the right to grant and authorize sublicenses under the Licensed Patent Rights and Licensed Know-How to any party without TSRI’s prior written consent, which will not be unreasonably withheld. Sublicensees shall not have the right to further sublicense without TSRI’s prior written consent, which will not be unreasonably withheld. Any sublicense granted under this Section 2.3 shall be subject in all respects to the following: applicable provisions contained in this Agreement (a) A Sublicense Agreement shall not exceed including without limitation the scope provisions regarding governmental interest, reservation of rights, development efforts, reporting, audit rights, indemnity, insurance, Challenges, warranty disclaimer, limitation of liability, confidentiality, and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreementupon expiration or termination). In the event of termination a conflict between this Agreement and the terms of any sublicense, the terms of this Agreement, continued sublicense rights Agreement shall be governed by Section 7.5(a) (Effect of Termination)control. Licensee has no right shall forward to grant TSRI a Sublicensee the right to grant further sub-Sublicense Agreements. (b) copy of any and all fully executed sublicense agreements within [***] days of execution. Licensee shall deliver to Licensor a true, complete, at all times be and correct copy remain responsible for the compliance by Sublicensees with the terms and conditions of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the this Agreement, including without limitation the payment of running royalties all amounts that may become due under hereunder as a result of any Sublicensees’ activities. (b) Upon termination of this Agreement in accordance with Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission 9.3, at the election of a Sublicensee that would be a breach upon written notice to TSRI within [***] days after the effective termination date of this Agreement, the Agreement if performed sublicense granted by Licensee will be deemed to be a breach by Licensee. Each Sublicense such Sublicensee that was in effect immediately prior to termination of this Agreement will contain a right of termination survive such termination, with TSRI as the Sublicensee’s direct licensor, subject to the following conditions: (i) Such Sublicensee is not then in default under its sublicense; (ii) Sublicensee must pay to TSRI all unpaid Royalties, Milestones, Sublicense Revenue, patent costs and all other monies owed by Licensee to TSRI under this Agreement within [***] days after receipt of an itemized invoice from TSRI; and (iii) within [***] days after Sublicensee’s receipt from TSRI of an initial draft license agreement, such Sublicensee shall execute and deliver to TSRI, for signature by TSRI, such license agreement between Sublicensee and TSRI (the “New License Agreement”), which New License Agreement shall be in the event that form of, and on the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other same terms and conditions as those in this Agreement, as reasonably modified to reflect (1) the terms of the Sublicense scope of the sublicense grant to the Licensed Patent Rights or Licensed Know-How granted by the entity that granted such Sublicensee its sublicense (e.g., Licensee, an Affiliate or another Sublicensee, as applicable), such as the sublicense field of use, sublicense products, sublicense territory, duration of sublicense grant and diligence obligations of the Sublicensee (i.e., if the Sublicensee’s sublicense, as in effect immediately prior to the termination of this Agreement, included rights and obligations only with respect to a particular Licensed Product, country or indication, the New License Agreement shall only include rights and obligations with respect to that would constitute a particular Licensed Product, country or indication); and (2) the same financial terms and payments, including without limitation the running royalty rate, as set forth in the sublicense agreement between Sublicensee and the entity that granted its sublicense; and (iv) The New License Agreement shall include the following: (A) Sublicensee shall agree in the New License Agreement to terms providing that in no event shall TSRI be liable to Sublicensee for any actual or alleged breach of such sublicense agreement by the entity that granted its sublicense; (B) TSRI shall not have any obligations to such Sublicensee other than TSRI’s obligations to Licensee as set forth herein; and (C) in no event shall TSRI be obligated to accept provisions in the New License Agreement if (1) unless such acts were performed provisions correspond to the rights granted by the entity that granted such sublicense to Sublicensee in conformance with this Agreement, and such provisions are not in conflict with the rights, duties and obligations accruing to Licensee under this Agreement; and/or (2) where such provisions are inconsistent with the legal obligations under any other sublicense agreement granted by Licensee, or by applicable law, rule or regulation. Licensee must include or specifically reference this Section 2.3(b) in each of its sublicense agreements in order for such Sublicensee’s sublicense to survive termination of this Agreement subject to these conditions.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter Patent Rights consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub-Sublicense Agreements, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of the Agreement. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) 30 days following the applicable execution, modification, or termination of such Sublicense Agreement. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation in addition to a copy of the original agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub-Sublicense Agreements, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of the Agreement. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) 30 days following the applicable execution, modification, or termination of such Sublicense Agreement. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation in addition to a copy of the original agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. 4.1 The Licensee will not grant sublicenses of the Technology, UBC Improvements or any Joint Improvements to Affiliated Companies or other third parties without the prior written consent of UBC which consent will not be unreasonably withheld. After obtaining UBC’s consent, the Licensee will provide UBC with a non-redacted signed copy of each sublicense granted within 30 days of it being signed by the Licensee and sublicensee. Such sublicenses will be considered to be Confidential Information of the Licensee, and will be subject to the Confidentiality provisions of Article 10. The Licensee shall not be obligated to obtain UBC’s consent to the granting of a sublicense if the proposed sublicensee has a market capitalization in excess of CAN. $500,000,000 at the right to grant Sublicense Agreements under time of the Licensed Subject Matter consistent granting of the sublicense, provided always that such sublicense shall be in full compliance with the terms of this Agreement. 4.2 Any sublicense granted by the Agreement, subject Licensee will be granted only to the following: (a) A Sublicense Agreement shall sublicensee and cannot exceed be assigned or further sub-sublicensed without the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing prior written consent of UBC such consent not to be bound unreasonably withheld. All sublicenses and sub-sublicenses must contain covenants by the applicable each sublicensee or sub-sublicensee to observe and perform terms and conditions of the similar to those contained in this Agreement and in particular the Licensee shall indicate that Licensor is a third party beneficiary of cause each sublicensee and sub-sublicensee to indemnify UBC on the Sublicense Agreement. In the event of termination same terms and conditions as are contained in Article 9.1 of this Agreement, continued . UBC will use commercially reasonable efforts to respond to any request for consent to a sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further or sub-Sublicense Agreements. (b) sublicense within 30 days of UBC receiving the draft sublicense or sub-sublicense from the Licensee, provided that Licensee shall deliver to Licensor a true, completedelivers such notice in accordance with Article 16, and correct copy specifically makes reference to such 30 day limit and the provisions of each Sublicense Agreement granted this Article 4.2 in its written notice to UBC requesting such consent. Failure by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, UBC to respond within such thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements day notice period will be in Englishinterpreted as consent to the sublicense. (c) Notwithstanding any such Sublicense Agreement4.3 Before executing a sublicense, the Licensee will remain primarily liable give notice to Licensor UBC of the jurisdictions in which the sublicensee is carrying on business. If the Licensee, during the term of the sublicense, becomes aware of the sublicensee carrying on business in another jurisdiction, then the Licensee will give notice to UBC within five days. If UBC has registered a financing statement under Article 3.5, the Licensee will, immediately after executing the sublicense, register a financing change statement under the Personal Property Security Act of British Columbia and/or any similar legislation in those jurisdictions in which each sublicensee carries on business and has its chief place of business to add each sublicensee to the registration referred to in Article 3.5, and will provide UBC with a copy of the verification statement within 15 days after receiving the verification statement. If any sublicensee changes the jurisdiction within which it is carrying on business and/or the location of its chief place of business, the Licensee will file the appropriate documents in the Personal Property Registries or similar registries within or outside of Canada to document the changes in jurisdiction. The Licensee will pay for all of costs associated with the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due filings under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licenseethis Article 4.3.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter Patent Rights consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party Licensee: Icosavax, Inc. CONFIDENTIAL Exclusive PLA Exhibit A beneficiary and entitled to enforce the terms and conditions of the Sublicense Agreement applicable to the Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub-Sublicense Agreements, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of the Agreement. (b) Licensee shall deliver to Licensor a true, complete, true and correct copy (which may be redacted with respect to any terms that are not relevant to Licensor’s rights and obligations under this Agreement) of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) 30 days following the applicable execution, modification, or termination of such Sublicense Agreement. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation in addition to a copy of the original agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the this Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the this Agreement if performed by Licensee will be deemed to be a breach by LicenseeLicensee unless Licensee complies with the remaining provisions of this paragraph. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the this Agreement if such acts were performed by Licensee. In the event of a Sublicensee breach, and if after a reasonable opportunity to cure as provided in any such Sublicense Agreement (not to exceed 30 days for a payment breach and 90 days for a non-payment breach), such Sublicensee fails to cure such Sublicensee breach, then the Licensee will terminate the Sublicense Agreement within 30 days thereafter, with copy of such written notice of termination to Licensor, unless agreed to in writing otherwise by Licensor.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreement, Patents subject to the following: (a) A Sublicense Agreement shall be entered into only with the previous written consent of Licensor and shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights Any draft and negotiations by Licensee with potential Sublicensees shall be governed discussed in advance with Licensor, and only contractual terms agreed in writing by Section 7.5(a) (Effect of Termination)the Licensor in its sole discretion shall be proposed. Any sublicense granted by Licensee has no right to grant a Sublicensee shall prohibit the right to grant Sublicensee from further sub-Sublicense Agreementssublicensing. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate for review and written approval and submit to Licensor for its review and approval before offering or Sublicensee, and signing any modification or termination thereof, within at least thirty (30) days following before the applicable intended execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Sublicensees shall be in possession of valid Cannabis Licenses appropriate for conducting the Permitted Toll Processing Activity and for paying Sublicense royalties and/or Equipment rental fees. (d) Licensor is hereby authorized to provide back-office administration invoices, and, if appropriate, collection of all payments due, directly or indirectly, to Licensor from Licensee or Sublicensees and/or their customers, and to summarize and deliver all reports and royalties due, directly or indirectly, to Licensor from Sublicensees. (e) All rights and licenses of Sublicensees shall terminate upon termination of the Agreement, or, alternatively, if one of the Territories is terminated or exclusivity revoked for a Territory without a termination of the Agreement, the rights and licenses of the respective Sublicensees operating in the respective Territory shall terminate. In the event of Licensee’s termination in general or termination of one or more Territories, Licensor may enter into a licensing agreement with any of the Sublicensees of the terminated Licensee, terminated Territory or of the revoked exclusivity for a Territory. (f) Notwithstanding any such Sublicense Agreementsublicenses as permitted hereunder, Licensee will shall remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the this Agreement, including without limitation the payment of running royalties due under Section 3.2 Upfront license Fees and Royalties, whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the this Agreement if performed by Licensee, including violations of representations and warranties by Licensee to Licensor or Sublicensees to Licensee, will be deemed to be a breach by Licensee. Each Sublicense Licensee of this Agreement and will contain a right of allow Licensor to take the corresponding actions, including, if applicable, discretionary termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licenseeand/or of the respective Territory as further provided in this Agreement.

Sublicensing. Licensee has shall have the right to grant Sublicense Agreements under the Licensed Subject Matter consistent and authorize sublicenses to any party with the terms of the Agreement, subject respect to the following: (a) A Sublicense rights conferred upon Licensee under this Agreement only with TSRI’s prior written consent, which will not be unreasonably withheld, except that no such prior written consent shall not exceed the scope and rights granted be required for any sublicense to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary that is granted in conjunction with other proprietary rights of Licensee, or for any sublicense to a third party that is collaborating with Licensee on the Sublicense Agreementdevelopment of Licensed Products or performing services for Licensee in connection with Licensed Products. Sublicensees shall not have the right to further sublicense without TSRI’s prior written consent, which will not be unreasonably withheld, except that such Sublicensees shall have the right to grant further sublicenses to third parties performing services for such Sublicensees with respect to Licensed Products. Any sublicense granted under this Section 2.3 shall be subject in all respects to the applicable provisions contained in this Agreement (including without limitation the provisions regarding governmental interest, reservation of rights, development efforts, reporting, audit rights, indemnity, insurance, challenges, warranty disclaimer, limitation of liability, confidentiality, and rights upon expiration or termination). In the event of termination a conflict between this Agreement and the terms of any sublicense, the terms of this Agreement, continued sublicense rights Agreement shall be governed by Section 7.5(a) (Effect of Termination)control. Licensee has no right shall forward to grant TSRI a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, any and any modification or termination thereof, all fully executed sublicense agreements within thirty (30) days following of execution. Licensee shall at all times be and remain responsible for the applicable execution, modification, or termination compliance by Sublicensees with the terms and conditions of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the this Agreement, including without limitation the payment of running royalties all amounts that may become due under Section 3.2 whether or not paid to Licensee by hereunder as a Sublicensee. Any act or omission result of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by LicenseeSublicensees’ activities.

Sublicensing. Except as set out in item 5 of the Details Schedule or under clause 3.3(b): the Licensee has may only grant sublicences of the Licence to the Licensed IPR where the proposed sublicensee is approved by the Licensor in writing; and the Licensor will not unreasonably withhold approval, but may withhold approval (or revoke approval) on reasonable grounds, including based on the risk, financial status or reputation of the sublicensee. Except where sublicence rights are expressly limited in item 5 of the Details Schedule and subject to the further requirements under this clause 3.3, the Licensee may sublicence the Licensed IPR without further approval of the Licensor: as agreed in the Commercialisation Business Plan; or to users of Products, but only to the extent required to enable use of the Product. The Licensee must ensure that all sublicences of the Licensed IPR are consistent with its obligations under this Agreement. Without limitation, unless otherwise approved by the Licensor in writing, the sublicence agreement must include provisions to the effect that: the sublicensee must observe terms similar to, consistent with and at least as onerous as those contained in this Agreement so far as they are capable of observance and performance by the sublicensee; the sublicence will be personal to the sublicensee and will not be assignable, nor will the sublicensee have the right to grant Sublicense Agreements sublicense; the Licensee may terminate the sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be done by the Licensee, give the Licensor the right to terminate this Agreement; such sublicence is capable of being terminated at the Licensor's sole discretion at the same time as the termination of (or exercise by the Licensor of its rights under clause 15.4 in respect of) this Agreement or any licences granted under it; and the Licensed Subject Matter consistent with the terms Licensor has audit rights in respect of the Agreement, subject sublicensee equivalent to the following: (a) A Sublicense Agreement shall not exceed Licensor’s rights to audit the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions under clause 6 of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense this Agreement. In addition to the event of termination of Licensor's other obligations under this Agreement, continued sublicense rights shall be governed by Section 7.5(a) the Licensee must notify the Licensor promptly of any sublicence entered into and provide the Licensor with a copy of the sublicence terms (Effect of Terminationexcluding for this purpose financial payment terms and any personal information). In respect of any sublicences to users of Products, the Licensee has no right is only required to grant notify the Licensor of its intention to use a Sublicensee particular form of sublicence. The acts or omissions of any sublicensee are considered for the right purposes of this Agreement to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate be the acts or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all omissions of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter Patent Rights consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary and entitled to enforce the terms and conditions of the Sublicense Agreement applicable to the Agreement. In the event of termination of this the Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub-Sublicense Agreements, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of the Agreement. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) 30 days following the applicable execution, modification, or termination of such Sublicense Agreement. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation in addition to a copy of the original agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by LicenseeLicensee unless Licensee complies with the remaining provisions of this paragraph. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee. In the event of a Sublicensee breach, and if after a reasonable opportunity to cure as provided in any such Sublicense Agreement (not to exceed 30 days for a payment breach and 60 days for a non-payment breach), such Sublicensee fails to cure such Sublicensee breach, then the Licensee will terminate the Sublicense Agreement within 30 days thereafter, with copy of such written notice of termination to Licensor, unless agreed to in writing otherwise by Licensor.

Sublicensing. Licensee has shall not have the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms sublicense any of the rights or licenses granted to it under this Agreement prior to the first to occur of the Closing or the termination of the Option Agreement; however, in the event Monsanto Canada exercises the Call Option and either acquires all of the outstanding capital stock of Licensee or receives from Licensee an assignment of all of Licensee’s rights and obligations under this Agreement, subject to then, following such acquisition or assignment, the followingfollowing provisions shall apply: (a) A Sublicense Agreement Licensee may grant sublicenses to the Protiva Intellectual Property solely for use in the Agricultural Field; provided, however, that any sublicense granted by Licensee shall not exceed be subject and subordinate to the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the this Agreement and shall indicate contain terms and conditions consistent with those in this Agreement. Licensee shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it. If Licensee becomes aware of a material breach of any sublicense by a Sublicensee, Licensee shall promptly notify Protiva of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. Any agreement between Licensee and the Sublicensee shall provide that Licensor is a such Sublicensee may only use the Confidential Information of Protiva in accordance with terms of this Agreement applicable to Licensee’s use of such Confidential Information and subject to provisions at least as stringent as those set forth in Article VI, and Protiva shall be an express third party beneficiary of such agreement, including provisions related to use and disclosure of Confidential Information. Subject to the Sublicense Agreement. In the event of termination foregoing provisions of this AgreementSection 2.2(a), continued sublicense rights Sublicensees shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee have the right to grant further sub-Sublicense Agreementssublicense Protiva Intellectual Property in the Agricultural Field to Third Parties. (b) Unless otherwise provided in this Agreement, Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, notify Protiva within thirty (30) days following the applicable execution, modification, or termination after execution of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all a sublicense entered into hereunder and provide a copy of the Licensee’s duties and obligations contained in fully executed sublicense agreement to Protiva within the Agreementsame time, including without limitation the payment which shall be treated as Confidential Information of running royalties due Licensee under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by LicenseeArticle VI.

Sublicensing. 5.1. Berkeley Lab also grants to Licensee has the right to issue fee-bearing (only to the extent specified in paragraphs 7.1 and 7.3) sublicenses only in the Field of Use to make and have made, use and have used, offer and have offered for sale, sell and have sold, and import and have imported Licensed Products, so long as Licensee has current exclusive rights in its Field of Use. Licensee may only grant Sublicense Agreements under sublicenses that are no greater than the Licensed Subject Matter Field of Use to which Licensee is entitled. By way of illustration, if Licensee grants a sublicense before the Field Election Date, and Licensee does not thereafter extend its rights to the Broader Field in accordance with paragraph 3.3, then the sublicensee's rights after the Field Election Date can be no greater than the Specific Applications Field. 5.2. Licensee shall incorporate terms into any sublicense Licensee grants that are sufficient to enable Licensee to comply with this Agreement and be consistent with all the rights and obligations due Berkeley Lab and the United States Government under this Agreement, including, without limitation, the license reserved by the United States Government. 5.3. Licensee shall provide Berkeley Lab with a copy of each sublicense agreement executed under this Agreement. Licensee shall have the right to redact terms from the sublicense agreement that are irrelevant to this Agreement so long as it is apparent from the document furnished to Berkeley Lab that the redactions are irrelevant to this Agreement. 5.4. If this Agreement terminates for any reason, each sublicense granted by the Licensee in accordance with this Agreement shall remain in effect subject to the terms of such sublicense and the terms of this Agreement. Licensee shall assign each sublicense and Berkeley Lab shall assume it. Notwithstanding the foregoing, subject to the following: (a) A Sublicense Agreement Berkeley Lab shall not exceed be obligated to assume any sublicense that: (1) is in a state of breach as yet uncured by the scope and rights granted to Licensee hereundersublicensee or (2) conflicts with state or federal law or Berkeley Lab's contract with DOE. Sublicensee must agree Berkeley Lab shall in writing to no event be bound by the applicable terms any duties and conditions of the obligations beyond those duties and obligations assumed by Berkeley Lab in this Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of have all rights against such sublicensee as provided with respect to Licensee in this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. 2.5.1 Licensee has the right to may grant Sublicense Agreements sublicenses (through multiple tiers) under the Licensed Subject Matter Patents and under any license granted to the Licensed Biological Materials pursuant to the SRA consistent with and subordinate to the terms of this Agreement and, in the case of Licensed Biological Materials, subject to a written material transfer agreement. Licensee shall be responsible and liable for its Affiliates’ and Sublicensees’ compliance with this Agreement, and for promptly collecting all amounts due to Licensee from its Affiliates and Sublicensees. Licensee’s sublicenses shall not include any terms inconsistent with the terms of the this Agreement, subject and shall include protection for Licensor in terms of limiting Licensor’s liability, disclaiming Licensor’s warranties, protecting Licensor’s intellectual property and proprietary rights; and indemnities expressly in favor of Licensor for which Licensor shall be a third party beneficiary, all to at least the same extent as this Agreement. In the event of a conflict between this Agreement and any sublicense, this Agreement shall control. If a Sublicensee becomes bankrupt, insolvent or is placed in the hands of a receiver or trustee, Licensee, to the following: (a) A Sublicense Agreement shall not exceed the scope extent allowed under applicable law and rights granted in a timely manner, agrees to use reasonable commercial efforts to collect all consideration owed to Licensee hereunderand to have the sublicense agreement assumed or rejected by a court of proper jurisdiction as soon as reasonably possible. Licensee must deliver to Licensor a true and correct copy of each sublicense granted by Licensee and any amendment or termination thereof, which, in each case, may be redacted to remove any confidential terms not relevant to (i) payments due to Licensor under this Agreement with respect to the Licensed Patents or Licensed Biological Materials or (ii) the Sublicensee’s obligations to comply with the terms of this Agreement, within [***] after execution, amendment or termination. 2.5.2 If this Agreement is terminated pursuant to Article 5, Licensor agrees that each agreement with an existing Sublicensee must agree in good standing at the date of termination shall remain in full force and effect and that the obligations of such Sublicensee to Licensor shall be those set forth in this Agreement, provided, in each case, that such Sublicensee consents in writing to be bound by all of the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued as further limited by its applicable sublicense rights agreement, if at the time of such termination the Sublicensee(s) shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreementsresponsible for curing that breach. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. (a) For so long as Licensee has the right to is in compliance with its obligations under this Agreement, Licensee may grant Sublicense Agreements sublicenses under the Licensed Subject Matter consistent with Patents and Licensed Know-How to the terms extent of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements2.1. (b) Licensee shall deliver will not grant any rights that are inconsistent with the rights granted to Licensor a true, complete, and correct copy obligations imposed on Licensee hereunder. No such sublicense agreement will contain any provision that would cause it to extend the term of each Sublicense this Agreement granted by Licensee, Affiliate or Sublicensee, and increase in any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense way any Institute’s obligations under this Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor be responsible for all its sublicensees’ compliance with the terms of the Licensee’s duties and obligations contained in the this Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that sublicensee which would be a breach of the this Agreement if performed by the Licensee will be deemed to be a breach by Licensee of this Agreement. (d) Licensee agrees to provide the Institute with a copy of each sublicense within thirty days of its full execution provided that Licensee shall have the right to redact any information that is not relevant to the Licensed Patents or Licensee’s obligations hereunder. Each Sublicense sublicense shall comply with the requirements of this Section 2.2. (e) Upon termination of this Agreement will contain a right of termination by Licensee for any reason, any sublicense not then in the event default shall continue in full force and effect except that the Sublicensee breaches Institute shall be substituted in place of Licensee; provided that, within sixty (60) days of such termination, each sublicensee agrees in writing to be bound by all the payment or reporting obligations affecting Licensor or any other applicable terms and conditions of this Agreement. Licensee shall notify the Sublicense Agreement that would constitute a breach sublicensees of the Agreement if any such acts were performed by Licensee.termination within thirty (30) days of such termination. † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION

Sublicensing. Licensor hereby grants to Licensee has the right to grant Sublicense Agreements under enter into sublicensing agreements to third parties (hereinafter referred to as “Sublicensees”) provided that Licensee has current exclusive rights thereto in the Licensed Subject Matter consistent with the terms of the Agreement, Territory being sublicensed pursuant to Section 2.1 and subject to the following: (a) A Sublicense Agreement a. Any sublicense granted by Licensee to a Sublicensee shall not exceed incorporate all of the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights which shall be governed by Section 7.5(a) (Effect of Termination)binding upon each Sublicensee as if such Sublicensee were a party to this Agreement. Licensee has no right to grant a shall collect and guarantee all payments due Licensor from Sublicensees. In each such sublicense, the Sublicensee the right to grant will be prohibited from granting further sub-Sublicense Agreementssublicenses. (b) b. If Licensee becomes Insolvent, Licensor’s proportionate share of all payments then or thereafter due and owing to Licensee from its Sublicensees for the sublicense of the Patent Rights will, upon notice from Licensor to any such Sublicensee, become payable directly to Licensor; provided however, that Licensor will remit to Licensee the amount by which such payments exceed the amounts owed by Licensee to Licensor. c. Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable of: (a) execution, modificationprovide Licensor with a copy of each sublicense granted by Licensee hereunder and any amendments thereto or terminations thereof; and (b) upon receipt, summarize and deliver copies of all reports due to Licensee from Sublicensees. d. Upon any termination of this Agreement, Sublicensees rights shall at Licensor’s option, be (i) assigned to and assumed by Sublicensee, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English(ii) terminated. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreementthis Agreement on terms and conditions determined by Licensee in its sole and absolute discretion, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the this Agreement and shall indicate agree that Licensor is a are third party beneficiary beneficiaries of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section Paragraph 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub-Sublicense Agreements consistent with this Agreement, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of this Agreement. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the this Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor and/or Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the this Agreement if such acts were performed by Licensee. (c) Licensee agrees that prior to executing and delivering any Sublicense Agreement, Licensee will provide a copy of the Sublicense Agreement to its Board of Directors for review and approval prior to finalizing.

Sublicensing. The exclusive license under Article 2.1(a) to Licensee has includes the right to grant Sublicense Agreements sublicense to Third Parties, as well as Affiliates of Licensee, under the Licensed Subject Matter consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of this Agreement. Licensee shall notify Licensor of each sublicense in writing at least five days prior to commencing the Agreement sublicense. Licensee will make and be responsible for all payments to Xx. Xxxxx'x for all sales of Licensed Product in the Territory including sales made pursuant to the sublicenses. Licensee hereby irrevocably agrees that it shall indicate that Licensor is a third party beneficiary be solely and primarily responsible for payment of all royalties payable under this agreement irrespective of whether Licensee receives the consideration from the sub-licensee or not. Licensee will also be responsible for the observance of all covenants and conditions contained herein by all sublicensees of the Sublicense AgreementTechnology and Patents, and will use its best efforts to cause all sublicensees to observe the covenants in this Agreement regarding confidentiality, maintenance of records, and exchanges of information. In the event of termination of this Agreement, continued sublicense rights All such sublicenses shall be governed in writing, Any sublicense granted by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver provide that the sublicensee shall not assign or transfer the sublicense nor any of its rights or obligations thereunder, in any manner (including by operation of law) without the prior written consent of Licensor, which Licensor may withhold in its sole discretion; provided however, that such sublicensee may assign or transfer such sublicense as part of a sale or merger of such sublicensee or a sale by such sublicensee of all or substantially all of the assets to which the sublicense relates if, and only if, prior thereto, the assignee delivers to Licensee and Licensor (i) a written agreement of such assignee to assume all of the assigning sublicensee’s obligations under such sublicense and (ii) evidence reasonably satisfactory to Licensor a true, complete, of such assignee’s ability to perform such obligations (which evidence shall be deemed satisfactory unless Licensee or Licensor delivers reasonable and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, reasonably detailed written objection to such assignment within thirty (30) days following the applicable execution, modification, or termination receipt of such Sublicense Agreementevidence). All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties sublicensee shall only have the right to grant further sublicenses upon the approval of Licensor (which approval shall not be unreasonably withheld or delayed) and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee only in the event that such sub sublicense both (i) covers all the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions rights of the Sublicense Agreement sublicensee to the Licensed Product that would constitute a breach is the subject of such sublicense, and (ii) includes the Agreement if grant to the sub sublicensee of substantial intellectual property rights owned or controlled by such acts were performed by Licenseesublicensee.

Sublicensing. Subject to the terms and conditions of this Agreement and Licensee’s and Sublicensee’s compliance therewith, Licensee has the right to may grant Sublicense Agreements under the Licensed Subject Matter consistent with without the terms consent of the AgreementXXXX, subject to the followingthrough multiple tiers, provided: (a) A The Sublicense Agreement shall Agreement: (i) is in writing; (ii) has restrictions consistent with and terms that do not exceed the scope and of rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms ; and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a(iii) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain includes a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or acts in any other terms and conditions of the Sublicense Agreement manner that would constitute a breach of the this Agreement if such acts action or inaction were performed by that of Licensee. (b) Licensee shall deliver to XXXX a copy of each Sublicense Agreement granted and all modifications or terminations thereof, within [***] days following the applicable execution, modification or termination, provided that Licensee may redact portions of the Sublicense Agreements not relevant to determining compliance with this Agreement. (c) Notwithstanding any Sublicense Agreement, Licensee shall remain liable to XXXX for all of Licensee’s duties and obligations contained in this Agreement and Sublicensee’s breach of its Sub license Agreement and shall enforce the terms of the Sublicense Agreement. In the event a Sublicensee is an Affiliate of Licensee, the obligations of Sections 2.2(a) and 2.2(b) do not apply if an authorized officer of Licensee has certified in writing to XXXX that Licensee’s corporate documents authorize it to obligate and bind the Affiliate named in the certification and Licensee has in fact done so in a manner that is consistent with the terms and conditions of this Agreement. Each such certification shall be attached and incorporated into this Agreement to evidence the Sublicense Agreement with the named Affiliate as a Sublicensee without the requirement for a formal amendment to this Agreement. Regardless of when the certification is attached to this Agreement, such Sublicense Agreement shall be given effect as of the date such certification is received by XXXX pursuant to Section 18. Licensee may also engage vendors and contractors (including without limitation contract research organizations, contract manufacturing organizations and distributors) to provide services on behalf of Licensee or an Affiliate with respect to Licensed Products consistent with the terms of this Agreement, and shall not be required to provide XXXX notice or provide copies of such contracts.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the this Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the this Agreement and shall indicate agree that Licensor LLU is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub-Sublicense Agreements consistent with this Agreement, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of this Agreement. (b) Licensee shall deliver to Licensor LLU a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide LLU an accurate English translation in addition to a copy of the original agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor LLU for all of the Licensee’s duties and obligations contained in the this Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the this Agreement if performed by Licensee will be deemed to be a breach by Licensee, provided that, if Licensee cures Sublicensee's breach within ninety (90) days of Sublicensee's breach, then the Sublicensee's breach will be considered cured and no longer considered a breach. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor LLU or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the this Agreement if such acts were performed by Licensee.

Sublicensing. Licensee has Unless otherwise restricted by any License, Sanofi will have the right to grant Sublicense Agreements sublicense any of its rights under the Licensed Subject Matter consistent first sentence of Section 4.1 only with the terms prior written consent of the AgreementRegeneron, subject to the following: (a) A Sublicense Agreement shall such consent not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound unreasonably withheld or delayed with respect to rights outside the Major Market Countries (and only with the prior written consent of Regeneron, which consent may be withheld for any reason, in the Major Market Countries), except that Sanofi may sublicense any of its rights hereunder to an Affiliate for purposes of meeting its obligations under this Agreement without Regeneron's consent. Unless otherwise restricted by any License, Regeneron will have the right to sublicense any of its rights under Section 4.2 with the prior written consent of Sanofi, such consent not to be unreasonably withheld or delayed, except that Regeneron may sublicense any of its rights hereunder to an Affiliate for purposes of meeting its obligations under this Agreement without Sanofi's consent. Each Party shall remain responsible and liable for the compliance by its Affiliates and Sublicensees with applicable terms and conditions set forth in this Agreement. Any such sublicense agreement will require the Sublicensee of a Party to comply with the obligations of such Party as contained herein, including, without limitation, the confidentiality and non-use obligations set forth in Article XVI, and will include, with respect to a Sublicensee of Sanofi, an obligation of the Agreement Sublicensee to account for and report its sales of Licensed Products to Sanofi on the same basis as if such sales were Net Sales by Sanofi. For the avoidance of doubt, Regeneron shall indicate that Licensor is a third party beneficiary be entitled to receive its share of the Sublicense applicable Profit Split based on Net Sales of Licensed Products sold by Sublicensees under this Agreement. In the event of a breach by a Sublicensee of any sublicense agreement which has or is reasonably likely to have an adverse effect on either Party or any of its Affiliates or any Party's Intellectual Property, then the harmed Party may cause the other Party or its Affiliate to exercise, and the other Party or its Affiliate will promptly exercise, any termination rights it may have under the sublicense with the Sublicensee. Any sublicense agreement will provide for the termination of the sublicense or the conversion of the sublicense to a license directly between the Sublicensee and the other Party, at the option of the other Party, upon termination of this Agreement. Furthermore, continued any such sublicense rights shall be governed by Section 7.5(a) (Effect of Termination)prohibit any further sublicense or assignment. Licensee has no right Each Party will forward to grant the other Party a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct complete copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, applicable fully executed sublicense agreement (and any modification or termination thereof, amendment(s) thereto) within thirty ten (3010) days following of the applicable execution, modification, or termination execution of such Sublicense Agreement. All Sublicense Agreements will be in Englishagreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub-Sublicense Agreements, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of the Agreement. (b) Licensee shall deliver to Licensor a true, complete, true and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) [***] days following the applicable execution, modification, or termination of such Sublicense Agreement, which copy may be redacted to omit confidential information of Licensee or its Sublicensee that is not necessary for Licensor to determine compliance with this Agreement. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation in addition to a copy of the original agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.. Licensee: LogicBio Therapeutics, Inc. Licensor: UT Southwestern Medical Center CONFIDENTIAL Exclusive License Page 8 of 33

Sublicensing. 2.6.1 The research license granted pursuant to Section 2.2 is not sublicensable by Licensee, except to its Affiliates; provided that any such sublicense to an Affiliate must comply with the provisions of this Section 2.6 (including Section 2.6.2). The license granted pursuant to Sections 2.1 and, if applicable, 2.3.3 is sublicensable by Licensee has to any Affiliates or Third Parties; provided that any such sublicense must comply with the provisions of this Section 2.6 (including Section 2.6.2). 2.6.2 The right to grant Sublicense Agreements sublicense granted to Licensee under the Licensed Subject Matter consistent with the terms of the Agreement, this Agreement is subject to the followingfollowing conditions: (a) A Sublicense Agreement shall not exceed Licensee may only grant sublicenses pursuant to a written sublicense agreement with the scope and rights granted to Licensee hereunderSublicensee; ****. Sublicensee Licensor must agree in writing to be bound by the applicable terms and conditions receive written notice as soon as practicable following execution of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreementany such sublicenses. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination)****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense AgreementsCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (b) In each sublicense agreement, the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee shall deliver to has agreed and must acknowledge that Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination is an express third party beneficiary of such Sublicense Agreement. All Sublicense Agreements will be in Englishterms and conditions under such sublicense agreement. (c) Notwithstanding The official language of any such Sublicense sublicense agreement shall be English. (d) Within **** after entering into a sublicense, Licensor must receive an unredacted copy of the sublicense written in the English language for Licensor’s records and to share with the ReGenX Licensors. (e) Licensee’s execution of a sublicense agreement will not relieve Licensee of any of its obligations under this Agreement, . Licensee will is and shall remain primarily liable **** to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any this Agreement and for any act or omission of a an Affiliate or Sublicensee that would be a breach of the this Agreement if performed or omitted by Licensee, and Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the this Agreement if as a result of such acts were performed by Licenseeact or omission.

Sublicensing. Upon receipt by Xxxx of the sublicense initiation fee set forth in Section 3.1a) (ii) below, Licensee has shall have the right to grant Sublicense Agreements sublicenses under the Licensed Subject Matter consistent with the terms of the AgreementSection 2.1 to third parties, subject to Xxxx’x consent prior to execution, which consent shall not be unreasonably withheld. The right to sublicense is subject to the followingfollowing conditions: (a) A Sublicense Agreement In each sublicense, the sublicensee shall not exceed be prohibited from granting further sublicenses and shall be subject to the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement license granted to Licensee under this Agreement. Licensee shall include a requirement that the sublicense use commercially reasonable efforts to bring the subject matter of the sublicense into commercial use as quickly as is reasonably possible. The Licensee shall be responsible for its sublicensees and shall indicate not grant any rights that Licensor is a third party beneficiary are inconsistent with the rights granted to, and obligations of, Licensee hereunder. Each sublicense agreement granted by Licensee shall include an audit right by Rice of the Sublicense Agreementsame scope as provided in this Agreement with respect to Licensee. In No such sublicense agreement shall contain any provision that would cause it to extend beyond the event of termination Term of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver forward to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within Rice at least thirty (30) days following prior to the applicable executionscheduled execution date, modification, or termination a complete and accurate copy written in the English language of each proposed sublicense to be granted hereunder. Xxxx’x receipt of such Sublicense sublicense shall not constitute a consent to such sublicense or a waiver of any of Xxxx’x rights of Licensee’s obligations hereunder. Xxxx shall treat the sublicense as confidential information of Licensee in accordance with the other terms of this Agreement. All Sublicense Agreements will If Xxxx has not indicated an objection to the sublicense within the 30 days prior to the scheduled execution date, then it shall be in Englishconstrued as Xxxx’x consent. Consent by Xxxx shall not be unreasonably withheld. (c) Notwithstanding If Licensee becomes Insolvent, Xxxx’x proportionate share or all payments then or thereafter due and owing to Licensee from its sublicensees for the sublicense of the Rice Intellectual Property Rights shall upon notice from Rice to any such Sublicense Agreementsublicensee become payable directly to Rice for the account of Licensee; provided however, that Rice shall remit to Licensee will remain primarily liable the amount by which such payments exceed the amounts owed by Licensee to Licensor Rice. d) Each sublicense shall include the following provisions for all the benefit of Rice, substantially similar to those of the Licensee’s duties same title in this Agreement: Section 6 (Confidentiality) Sections 7.1, 7.5, 7.6, and obligations contained in the Agreement, including without limitation the payment 7.7 (Infringement and Litigation) Section 8 (Disclaimer of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission Warranty; Limitation of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.Liability; Indemnification

Sublicensing. Licensee has and its Affiliates have the right to grant Sublicense Agreements sublicenses under the Licensed Subject Matter Patent Rights. Each such sublicense must be consistent with the terms of the Agreement, subject to the following:: [***]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. Confidential treatment has been requested with respect to this information. Licensee: AEMase Inc. CONFIDENTIAL Exclusive PLA (a) A Each Sublicensee shall be a party to a Sublicense Agreement that is consistent with, no less protective of Licensor’s rights than, and does not conflict with, the terms of this Agreement, and shall include terms and conditions reasonably sufficient to enable Licensee to comply with the terms of this Agreement. Each Sublicense Agreement shall not exceed the scope and rights be granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreementfor material consideration. In the event of termination of this Agreement, the Agreement continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no Sublicensees shall have the unlimited right to grant further sublicenses under any sublicense granted by the Licensee or its Affiliates pursuant to this Agreement, provided that (i) a sublicensee of such Sublicensee shall not have the right to grant further sublicenses without the prior written consent of Licensor, which consent shall not be unreasonably withheld or delayed, (ii) any sub-Sublicense Agreementssublicense complies with the terms of this section, and (iii) such sub-sublicense is granted only to the extent it is necessary for commercialization of Licensed Products. (b) Licensee Licensor shall deliver to Licensor be given a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) 30 days following the applicable execution, modification, execution of the respective Sublicense Agreement or termination of any amendment to such Sublicense Agreement, and notwithstanding anything to the contrary herein, such Sublicense Agreement shall be deemed Licensee’s Confidential Information. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation of the sublicense. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter Patent Rights consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary and entitled to enforce the terms and conditions of the Sublicense Agreement applicable to the Agreement. In the event of termination of this the Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub-Sublicense Agreements, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of the Agreement. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) 30 days following the applicable execution, modification, or termination of such Sublicense Agreement. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation in addition to a copy of the original agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by LicenseeLicensee unless Licensee complies with the remaining provisions of this paragraph. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee. In the event of a Sublicensee breach, and if after a reasonable opportunity to cure as provided in any such Sublicense Agreement (not to exceed 30 days for a payment breach and 60 days for a non-payment breach), such Sublicensee fails to cure such Sublicensee breach, then the Licensee will terminate the Sublicense Agreement within 30 days thereafter, with copy of such written notice of termination to Licensor, unless agreed to in writing otherwise by Licensor. (d) If Licensor (as represented by the actual knowledge of the responsible licensing professional in Licensor’s Office of Technology Commercialization responsible for administration of licensor case nos.: 5612 DOW and 5254 JOH) or a third party discovers and notifies Licensor that the Patent Rights are useful for an application covered by the Exclusive Field or Limited Exclusive Field, as appropriate, of use but for which Licensed Products or Licensed Services have not been developed or are not currently under development by Licensee (“New Use”), then Licensor, may give written notice to Licensee of such New Use and within ninety (90) days following Licensee’s receipt of Licensor’s notification, Licensee shall give written notice stating whether Licensee elects to develop Licensed Products or Licensed Services for the New Use. If Licensee elects to develop and commercialize Licensed Products or Licensed Services for the New Use, Licensee shall submit a commercialization plan along with its election and thereafter include in future progress reports descriptions of Licensee’s commercialization efforts in developing Licensed Products or Licensed Services for the New Use pursuant to Section 4 herein. If Licensee elects not to develop and commercialize Licensed Products or Licensed Services for the New Use, Licensor may refer third parties to Licensee who are willing to develop Licensed Products or Licensed Services for the New Use. If such third parties request a sublicense under this agreement, then the Licensee agrees to negotiate in good faith a Sublicense Agreement with any such third party consistent with the terms of Section 2.3. If Licensee is unable or unwilling to enter into a Sublicense Agreement with any such third party on reasonable terms within sixty (60) days of the referral by Licensor, then Licensor shall have the right to grant to the third party license rights under the Patent Rights as Licensor deems necessary, in Licensor’s sole discretion, to serve the New Use, notwithstanding the exclusive license grant of section 2.1.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter Patent Rights consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub-Sublicense Agreements, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of the Agreement. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereofthereof redacted to remove any confidential information as long as such confidential information is not necessary to monitor compliance of such Sublicense Agreement, within thirty (30) 30 days following the applicable execution, modification, or termination of such Sublicense Agreement. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation in addition to a copy of the original agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed ensure that it regularly monitors compliance by each Sublicensee with the terms of each sublicense and will report any material non-compliance with the terms of this Agreement of which it becomes aware to be a breach by the Licensor. Licensee will use its reasonable efforts to ensure that any Sublicensee corrects any non-compliance and will keep Licensor regularly informed with regard to Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event ’s efforts to ensure that the Sublicensee breaches corrects such non-compliance. If, despite the payment or reporting obligations affecting Licensor or Licensee having used its reasonable efforts, the Sublicensee does not correct any other terms and conditions of such material non-compliance the Licensee will, in consultation with the Licensor, exercise its right to terminate the applicable Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licenseein accordance with its terms.

Sublicensing. 2.4.1 The license granted pursuant to Section 2.1 is sublicensable by Licensee has to any Affiliates or Third Parties; provided that any such sublicense must comply with the provisions of this Section 2.4 (including Section 2.4.2). 2.4.2 The right to grant Sublicense Agreements sublicense granted to Licensee under the Licensed Subject Matter consistent with the terms of the Agreement, this Agreement is subject to the followingfollowing conditions: (a) A Sublicense Agreement shall not exceed Licensee may only grant sublicenses [*] pursuant to a written sublicense agreement with the scope and rights granted to Licensee hereunderSublicensee. Sublicensee Licensor must agree in writing to be bound by the applicable terms and conditions receive written notice as soon as practicable following execution of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreementsany such sublicenses. (b) In each sublicense agreement, the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee shall deliver to has agreed and must acknowledge that Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination is an express third party beneficiary of such Sublicense Agreement. All Sublicense Agreements will be in Englishterms and conditions under such sublicense agreement. (c) Notwithstanding The official language of any sublicense agreement shall be English. (d) Within [*] after entering into a sublicense, Licensor must receive a copy of the sublicense written in the English language for Licensor’s records and to share with Licensor’s direct and indirect licensors. The copy of the sublicense may be redacted to exclude confidential information of the applicable Sublicensee, but such Sublicense copy shall not be redacted to the extent that it impairs Licensor’s (or any of its direct or indirect licensors’) ability to ensure compliance with this Agreement; provided that, if any of Licensor’s direct or indirect licensors require a complete, unredacted copy of the sublicense, Licensee shall provide such complete, unredacted copy. (e) Licensee’s execution of a sublicense agreement will not relieve Licensee of any of its obligations under this Agreement. Licensee is and shall remain primarily liable [*] to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any this Agreement and for any act or omission of a an Affiliate or Sublicensee that would be a breach of the this Agreement if performed or omitted by Licensee, and Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the this Agreement if as a result of such acts were performed by Licenseeact or omission.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter Patent Rights consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary and entitled to enforce the terms and conditions of the Sublicense Agreement applicable to the Agreement. In the event of termination of this the Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub-Sublicense Agreements, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of the Agreement. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days [**] following the applicable execution, modification, or termination of such Sublicense Agreement. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation in addition to a copy of the original agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by LicenseeLicensee unless Licensee complies with the remaining provisions of this paragraph. Each Sublicense Agreement will contain a right of termination by Licensee in the event events that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee. In the event of a Sublicensee breach, and if after a reasonable opportunity to cure as provided in thy such Sublicense Agreement (not to exceed [**] for a payment breach and [**] for a non-payment breach), such Sublicensee fails to cure such Sublicensee breach, then the Licensee will terminate the Sublicense Agreement within [**] thereafter, with copy of such written notice of termination to Licensor, unless agreed to in writing otherwise by Licensor.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter Patent Rights consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary and entitled to enforce the terms and conditions of the Sublicense Agreement applicable to the Agreement. In the event of termination of this the Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub-Sublicense Agreements, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of the Agreement. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) 30 days following the applicable execution, modification, or termination of such Sublicense Agreement. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation in addition to a copy of the original agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by LicenseeLicensee unless Licensee complies with the remaining provisions of this paragraph. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.. In the event of a Sublicensee breach, and if after a reasonable opportunity to cure as provided in any such Sublicense Agreement (not to exceed 30 days for a payment breach and 60 days for a non-payment breach), such Sublicensee fails to cure such Sublicensee breach, then the Licensee will terminate the Sublicense Agreement within 30 days thereafter, with copy of such written notice of termination to Licensor, unless agreed to in writing otherwise by Licensor. Licensee: Synthetic Biologics, Inc. CONFIDENTIAL Exclusive PLA Exhibit A

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter Patent Rights consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary and entitled to enforce the terms and conditions of the Sublicense Agreement applicable to the Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub-Sublicense Agreements, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of the Agreement. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) 30 days following the applicable execution, modification, or termination of such Sublicense Agreement. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation in addition to a copy of the original agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by LicenseeLicensee unless Licensee complies with the remaining provisions of this paragraph. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee. In the event of a Sublicensee breach, and if after a reasonable opportunity to cure as provided in any such Sublicense Agreement (not to exceed 30 days for a payment breach and 60 days for a non-payment breach), such Sublicensee fails to cure such Sublicensee breach, then the Licensee will terminate the Sublicense Agreement within 30 days thereafter, with copy of such written notice of termination to Licensor, unless agreed to in writing otherwise by Licensor.

Sublicensing. 2.5.1 The license granted pursuant to Section 2.1 and, if applicable, Section 2.2.3 is sublicensable by Licensee has to any Affiliates or Third Parties; provided that any such sublicense must comply with the provisions of this Section 2.5 (including Section 2.5.2). 2.5.2 The right to grant Sublicense Agreements sublicense granted to Licensee under the Licensed Subject Matter consistent with the terms of the Agreement, this Agreement is subject to the followingfollowing conditions: (a) A Sublicense Agreement shall not exceed Licensee may only grant sublicenses pursuant to a written sublicense agreement with the scope and rights granted to Licensee hereunderSublicensee; [***]. Sublicensee Licensor must agree in writing to be bound by the applicable terms and conditions receive written notice as soon as practicable following execution of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreementsany such sublicenses. (b) In each sublicense agreement, the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee shall deliver to has agreed and must acknowledge that Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination is an express third party beneficiary of such Sublicense Agreement. All Sublicense Agreements will be in Englishterms and conditions under such sublicense agreement. (c) Notwithstanding The official language of any such Sublicense sublicense agreement shall be English. (d) Within [***] after entering into a sublicense, Licensor must receive an unredacted copy of the sublicense written in the English language for Licensor’s records and to share with the REGENX Licensors. (e) Licensee’s execution of a sublicense agreement will not relieve Licensee of any of its obligations under this Agreement, . Licensee will is and shall remain primarily liable [***] to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any this Agreement and for any act or omission of a an Affiliate or Sublicensee that would be a breach of the this Agreement if performed or omitted by Licensee, and Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the this Agreement if as a result of such acts were performed by Licenseeact or omission.

Sublicensing. Licensee has i. The license granted in Section 1 of this Agreement includes the right of Licensee to grant Sublicense Agreements sublicense all or any of its licensed rights to and under the Licensed Subject Matter consistent Patents to a Sublicensee provided that such Sublicensee shall assume the same obligations and the same terms and conditions as Licensee hereunder; and further provided that Licensee shall be responsible for the performance of all of such obligations, and for compliance with all of such terms and conditions, by Sublicensee. Licensee shall remain liable for the terms performance of all Licensee obligations under this Agreement and for the Agreement, subject to actions or inactions of any and all Sublicensees as if such actions or inactions were carried out by the following:Licensee itself. (a) A Sublicense Agreement shall not ii. No sublicense may exceed the scope and of rights granted to Licensee hereunder. Sublicensee must agree Licensee shall require all sublicenses to be in writing and to include an agreement by the Sublicensee to be bound by the applicable terms and conditions of the Agreement this Agreement. Each sublicense granted hereunder shall be consistent with and comply with all terms of this Agreement, shall incorporate terms and conditions sufficient to enable Licensee to comply with this Agreement, and shall indicate provide that Licensor is a third party beneficiary thereof (solely for purposes of enforcing its rights to any provisions which are for the benefit of Licensor and Indemnitees therein). Licensee shall provide to Licensor a fully executed copy of all sublicense agreements and amendments thereto, including all exhibits, attachments and related documents, within [***] of executing the same, provided that Licensee may redact such copy provided to Licensor to remove financial or other sensitive business terms. Upon termination or expiration of this Agreement for any reason, any sublicenses shall terminate effective as of the Sublicense Agreement. In the event of termination or expiration of this Agreement, continued . Any sublicense rights that is not in accordance with the foregoing provisions shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreementsnull and void. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to and the terms of the Sublicense Agreement must be bound by consistent with the applicable terms and conditions of the this Agreement. The Sublicense Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub- Sublicense Agreements, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of the Agreement. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate Licensee or Sublicensee, and any modification or termination thereof, within thirty (30) 30 days following the applicable execution, modification, or termination of such Sublicense Agreement. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation in addition to a copy of the original agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any In the event of any act or omission of a Sublicensee that would be a breach of the this Agreement if performed by Licensee, Licensee will be deemed use commercially reasonable efforts to be a breach by Licenseeactively pursue the Sublicensee to either remedy such act or omission or terminate the Sublicense Agreement. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. Licensee has may sublicense the rights granted to it under Section 2.1 through multiple tiers. Notwithstanding the foregoing, until a Change of Control of Licensee, Licensee shall not have the right to grant Sublicense Agreements sublicense the rights granted to it under Section 2.1 to Licensee’s Affiliates (inclusive of Citius or an Affiliate of Citius) without Licensor’s prior written consent, and any Sublicensee shall not have the Licensed Subject Matter consistent right to sublicense the rights granted to it by Licensee to Citius or Citius’ Affiliates. Each such sublicense shall be in writing and contain terms not inconsistent with the terms and conditions of this Agreement applicable to the licenses granted to Licensee hereunder. In each case, Licensee will be responsible for the performance of its Sublicensees relevant to this Agreement, including, without limitation, making any payments provided for hereunder. Subject to Licensee’s right to redact the confidential information of a Sublicensee, Licensee will provide Licensor with a complete, confidential copy of each such sublicense agreement executed by Licensee and any amendments thereto, and will promptly notify Licensor of the Agreementtermination of any such sublicense, and any such copy shall be Licensee’s Confidential Information subject to Section 8.5. For the following: (a) A Sublicense Agreement shall not exceed avoidance of doubt, contract research organizations, contract manufacturing organizations and similar third parties to which Licensee or Sublicensees delegate development, manufacturing or commercialization activities relating to the scope and Licensed Product may perform such development, manufacturing or commercialization activities on behalf of Licensee or such Sublicensees without a sublicense of the rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. Subject to the terms and conditions of this Agreement and Licensee’s and Sublicensee’s compliance therewith, Licensee has the right to may grant Sublicense Agreements under the Licensed Subject Matter consistent with without the terms consent of the AgreementOSIF, subject to the followingthrough multiplx xxers, provided: (a) A The Sublicense Agreement shall Agreement: (i) is in writing; (ii) has restrictions consistent with and terms that do not exceed the scope and of rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms ; and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a(iii) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain includes a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or acts in any other terms and conditions of the Sublicense Agreement manner that would constitute a breach of the this Agreement if such acts action or inaction were performed by that of Licensee. (b) Licensee shall deliver to OSIF a copy of each Sxxxxcense Agreement granted and all modifications or terminations thereof, within [***] days following the applicable execution, modification or termination, provided that Licensee may redact portions of the Sublicense Agreements not relevant to determining compliance with this Agreement. (c) Notwithstanding any Sublicense Agreement, Licensee shall remain liable to OSIF for all of Licenxxx’s duties and obligations contained in this Agreement and Sublicensee’s breach of its Sub license Agreement and shall enforce the terms of the Sublicense Agreement. In the event a Sublicensee is an Affiliate of Licensee, the obligations of Sections 2.2(a) and 2.2(b) do not apply if an authorized officer of Licensee has certified in writing to OSIF that Licensee’s xxxxorate documents authorize it to obligate and bind the Affiliate named in the certification and Licensee has in fact done so in a manner that is consistent with the terms and conditions of this Agreement. Each such certification shall be attached and incorporated into this Agreement to evidence the Sublicense Agreement with the named Affiliate as a Sublicensee without the requirement for a formal amendment to this Agreement. Regardless of when the certification is attached to this Agreement, such Sublicense Agreement shall be given effect as of the date such certification is received by OSIF pursuant to Sectxxx 18. Licensee may also engage vendors and contractors (including without limitation contract research organizations, contract manufacturing organizations and distributors) to provide services on behalf of Licensee or an Affiliate with respect to Licensed Products consistent with the terms of this Agreement, and shall not be required to provide OSIF notice or providx xxpies of such contracts.

Sublicensing. Licensee has Unless otherwise restricted by any License, Sanofi will have the right to grant Sublicense Agreements sublicense any of its rights under the Licensed Subject Matter consistent first sentence of Section 4.1 only with the terms prior written consent of the AgreementRegeneron, subject to the following: (a) A Sublicense Agreement shall such consent not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound unreasonably withheld or delayed with respect to rights outside the Major Market Countries (and only with the prior written consent of Regeneron, which consent may be withheld for any reason, in the Major Market Countries), except that Sanofi may sublicense any of its rights hereunder to an Affiliate for purposes of meeting its obligations under this Agreement without Regeneron’s consent. Unless otherwise restricted by any License, Regeneron will have the right to sublicense any of its rights under Section 4.2 with the prior written consent of Sanofi, such consent not to be unreasonably withheld or delayed, except that Regeneron may sublicense any of its rights hereunder to an Affiliate for purposes of meeting its obligations under this Agreement without Sanofi’s consent. Each Party shall remain responsible and liable for the compliance by its Affiliates and Sublicensees with applicable terms and conditions set forth in this Agreement. Any such sublicense agreement will require the Sublicensee of a Party to comply with the obligations of such Party as contained herein, including, without limitation, the confidentiality and non-use obligations set forth in Article XVI, and will include, with respect to a Sublicensee of Sanofi, an obligation of the Agreement Sublicensee to account for and report its sales of Licensed Products to Sanofi on the same basis as if such sales were Net Sales by Sanofi. For the avoidance of doubt, Regeneron shall indicate that Licensor is a third party beneficiary be entitled to receive its share of the Sublicense applicable Profit Split based on Net Sales of Licensed Products sold by Sublicensees under this Agreement. In the event of a breach by a Sublicensee of any sublicense agreement which has or is reasonably likely to have an adverse effect on either Party or any of its Affiliates or any Party’s Intellectual Property, then the harmed Party may cause the other Party or its Affiliate to exercise, and the other Party or its Affiliate will promptly exercise, any termination rights it may have under the sublicense with the Sublicensee. Any sublicense agreement will provide for the termination of the sublicense or the conversion of the sublicense to a license directly between the Sublicensee and the other Party, at the option of the other Party, upon termination of this Agreement. Furthermore, continued any such sublicense rights shall be governed by Section 7.5(a) (Effect of Termination)prohibit any further sublicense or assignment. Licensee has no right Each Party will forward to grant the other Party a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct complete copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, applicable fully executed sublicense agreement (and any modification or termination thereof, amendment(s) thereto) within thirty ten (3010) days following of the applicable execution, modification, or termination execution of such Sublicense Agreement. All Sublicense Agreements will be in Englishagreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. Licensee has shall have the right to grant Sublicense Agreements under sublicenses, but only for use entirely within the Licensed Subject Matter consistent with the terms Field of the AgreementUse, subject and only to the following: (a) A Sublicense Agreement parties who are first approved by Alpha Engines in writing. Alpha Engines' approval shall not exceed be unreasonably withheld if, in its judgment, the scope proposed sublicensee has the financial capability, technological skills and rights granted manufacturing plans to Licensee hereunderactively conduct a substantial program for production of Detonation Engines. Sublicensee As an express condition of any sublicense, the sublicensee must agree with Licensee and Alpha Engines in writing to be bound by the all applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination provisions of this Agreement, continued and to be subject to its terms and provisions, and to be obligated directly to Alpha Engines, in the same manner and to the extent of the sublicensee's activities, without limitation by reason of enumeration, for the payment of applicable licensee fees and royalties, confidentiality provisions, providing of reports of its activities, and the performance of all other obligations that apply to Licensee. Sublicensees shall have no right to, directly or by implication, estoppel or otherwise, sublicense rights another. No right or license is granted herein to any third party, by implication, estoppel or otherwise. Each sublicense shall be governed by Section 7.5(a) (Effect also expressly state that the covenants of Termination)the sublicense and of this Agreement run for the benefit of Licensee and Alpha Engines, and that Alpha Engines is an intended third-party beneficiary of those covenants. Licensee has no right to agrees that the grant of one or more sublicenses and the exercise of any rights under this Agreement by a Sublicensee the right to grant further sub-Sublicense Agreements. (b) sublicensee shall not relieve Licensee shall deliver to Licensor a trueof any of its obligations, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate duties or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense limitations under this Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense other provisions of this Agreement, Licensee will remain primarily liable may not sublicense to Licensor for all any person or entity unless that sublicensee agrees to the royalty-free grantback without charge of the Licensee’s duties sublicensee's Alpha Engines Improvements to Alpha Engines and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licenseeits licensees.

Sublicensing. Licensee has shall have the right to grant Sublicense Agreements sublicenses under the Licensed Subject Matter consistent with the terms of the Agreement, Section 2.1 to third parties. The right to sublicense is subject to the followingfollowing conditions: (a) A Sublicense Agreement In each such sublicense, the sublicensee shall not exceed be prohibited from granting further sublicenses and shall be subject to terms substantially similar to the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement license granted to Licensee under this Agreement. Licensee shall include a requirement that the sublicense use commercially reasonable efforts to bring the subject matter of the sublicense into commercial use as quickly as is reasonably practicable. The Licensee shall be responsible for its sublicensees and shall indicate not grant any rights that Licensor is a third party beneficiary of are inconsistent with the Sublicense Agreementrights granted to, and obligations of, Licensee hereunder. In No such sublicense agreement shall contain any provision that would cause it to extend beyond the event of termination Term of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver notify Rice of each sublicense granted hereunder and furnish to Licensor Rice a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, fully-executed sublicense agreement and any modification or termination thereof, amendments thereof within thirty (30) days following the applicable of execution, modification, or termination . Licensee shall also promptly forward to Rice a copy of such Sublicense Agreement. All Sublicense Agreements will be in Englishall royalty reports received by Licensee from sublicensee(s). c) Each such sublicense shall include the following provisions for the benefit of Rice: (ci) Confidentiality obligations on sublicensee to maintain the confidentiality of Rice Confidential Information (ii) Obligation of sublicensee to inform Licensee and Rice of infringement and litigation related to Rice Patents (iii) Disclaimer of Warranty by Rice; Limitation of Liability of Rice; Indemnification by the sublicensee of Rice (iv) Insurance obligations equivalent to those required of Licensee in Section 9 (v) Audit rights by Licensee of sublicensee of the same scope as provided in this Agreement with respect to Licensee Licensee’s right to grant sublicenses is contingent upon the sublicense agreement meeting the requirements set forth in this Section 2.3. d) Notwithstanding any such Sublicense Agreementsublicense, Licensee will shall remain primarily liable to Licensor Rice for all of the Licensee’s 's duties and obligations contained in the this Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any and any act or omission of a Sublicensee sublicensee that would be a breach of the this Agreement if performed by Licensee will shall be deemed to be a breach by LicenseeLicensee of this Agreement subject to the remedial measures within this subsection. Each Sublicense Agreement will contain Licensee shall include in each sublicense a right of termination exercisable by Licensee in if the event that the Sublicensee sublicensee breaches the payment or reporting obligations affecting Licensor Rice or any of the other terms and conditions of the Sublicense Agreement sublicense that would constitute a breach of the this Agreement if Licensee had performed such acts were performed or omissions. In the event of a sublicensee breach, and if after reasonable opportunity to cure as provided in any such sublicense not to exceed 45 days for a payment breach and 60 days for a non-payment breach, such sublicensee fails to cure such sublicensee breach, then Licensee must terminate the sublicense within 30 days thereafter, with a copy of such written notice of termination to Rice. e) If Licensee becomes Insolvent, Rice’s proportionate share of all payments then or thereafter due and owing to Licensee from its sublicensees for the sublicense of the Rice Patents rights shall upon notice from Rice to any such sublicensee become payable directly to Rice for the account of Licensee; provided however, that Rice shall remit to Licensee the amount by which such payments exceed the amounts owed by Licensee to Rice. f) Upon termination of this Agreement pursuant to Section 5 below, all sublicenses shall, at Rice's option, be assigned to, and assumed by, Rice on substantially similar terms as this Agreement, provided each such sublicensee is not in breach of, or in default under, any of the provisions of its sublicense and provided that the sublicensee wishes to assign such agreement to Rice as a direct licensor. (i) Beginning four (4) years from the Effective Date, if Rice and/or Licensee receives a bona fide request from a third party for a sublicense to the Rice Patents to develop, make, have made, use, sell, offer to sell, lease, and import a Rice Licensed Product which is not directly competitive with any Rice Licensed Product then offered for sale by Licensee (or any existing sublicensee), then Licensee shall enter into good faith negotiations toward granting at least a non-exclusive sublicense to the third party for that third party’s Rice Licensed Product. As an alternative to granting a sublicense, Licensee (or one of its sublicensees) may submit to Rice, within two (2) months of the third party’s request for a sublicense, a plan for prompt and diligent development of a Rice Licensed Product of the type requested by the third party, including a commitment to development milestones. If Rice approves this plan, with such approval not to be unreasonably withheld, the third party sublicense shall not be granted, and Section 2.3(g)(ii) below shall not apply. (ii) If Licensee has not granted a sublicense to the third party under Section 2.3(g) (i) above within six (6) months of receiving the request in writing, Rice shall have the right to grant a license to the third party under royalty terms no more favorable than are granted herein to Licensee. The six month period during which Licensee may grant a sublicense, prior to Rice assuming such right, shall be extended an additional three (3) months if, at the end of the initial six (6) month period, both Licensee and third party potential sublicensee assert to Rice that they are engaged in good faith negotiations towards completing a sublicense agreement. Should Xxxx xxxxx a license under this paragraph, the field of use licensed in such license agreement shall be excluded from the Field of Use, and all of Licensee’s rights in the excluded field of use shall terminate via an amendment to the Field of Use definition in this Agreement.

Sublicensing. Licensee has A. LICENSEE shall have the right to grant Sublicense Agreements under sublicense in LICENSED FIELD 3 and LICENSED TERRITORY so long as the Licensed Subject Matter consistent with the terms of the Agreement, rights granted in LICENSED FIELD 3 remain exclusive. Sublicenses shall be licenses that are transferable only from LICENSEE to BATTELLE. Sublicenses shall be subject to the following:substantial US manufacturing requirements of Article 6. (a) A Sublicense Agreement B. BATTELLE shall not exceed have the scope and rights right to disapprove the selection of any sublicensee prior to the execution of any sublicense granted to Licensee hereunder. Sublicensee must agree in writing Prior to be bound by sublicense execution, LICENSEE shall provide BATTELLE with a certification that the applicable sublicense complies with the terms and conditions of the Agreement this Agreement. LICENSEE shall provide BATTELLE with a copy of each executed sublicense, and shall indicate that Licensor is a third party beneficiary of the Sublicense not grant to its sublicensees any BATTELLE rights not conveyed by this Agreement. In the event The royalty paid to BATTELLE under sublicenses for all monies or other consideration of termination of this Agreement, continued sublicense rights whatever kind received by LICENSEE shall be governed no less than that set forth for LICENSEE in Article 3, above. Additionally, BATTELLE will receive twenty-five percent (25%) of all non-royalty consideration received by Section 7.5(a) (Effect LICENSEE as a result of Termination). Licensee has no right its sublicensing activities. C. If this Agreement is terminated for any reason, except breach of contract by BATTELLE, LICENSEE shall immediately assign all of its right, title, and interest to grant a Sublicensee all sublicenses to BATTELLE, including the right to grant further sub-Sublicense Agreementsreceive income. (b) Licensee D. LICENSEE will collect and guarantee all payments which are due to BATTELLE as a result of LICENSEE sublicensing its rights under the provisions herein. If LICENSEE receives any non-cash consideration as a result of its sublicensing activities, LICENSEE shall deliver make its payments which are due to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following BATTELLE based upon the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all fair market value of the Licensee’s duties and obligations contained in the Agreementnon-cash consideration that is due to LICENSEE. License Agreement Number 529155 DarkPulse Technology Holdings, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.Inc. Version 3 December 21, 2018

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub-Sublicense Agreements, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of the Agreement. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) 30 days following the applicable execution, modification, or termination of such Sublicense Agreement. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation in addition to a copy of the original agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.. Licensee: Blue Water Vaccines, Inc.OTC Exclusive License (Life Sciences) CONFIDENTIAL

Sublicensing. Licensee has (a) The license grants in Section 2.1(a) include the right to grant Sublicense Agreements under sublicenses (through multiple tiers) to Affiliates and Third Parties by written, executed agreements only, subject to the Licensed Subject Matter consistent other terms and conditions of this Agreement. In no event will any sublicenses be of greater scope than the licenses or sublicenses granted hereunder, and all sublicensees will be subject to the restrictions, limitations and obligations to which Licensee is subject hereunder. Licensee will be solely responsible for the compliance of its sublicensees with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense this Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant will provide AMF with a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct complete copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, agreement granting any such sublicense within thirty (30) days of execution. Prior to a Change of Control, such copy shall be un-redacted, following the applicable executiona Change of Control, modification, or termination of such Sublicense Licensee may redact confidential items not necessary for AMF to verify compliance with this Agreement. All Sublicense Agreements For clarity, references to “sublicensees” of Licensee hereunder will be in Englishinclude both direct and indirect sublicensees. (cb) Notwithstanding any such Sublicense Any sublicenses granted by Licensee shall survive termination of the licenses granted in Section 2.1(a), or of this Agreement, Licensee will remain primarily liable to Licensor for all provided that the following conditions are met as of the date of such termination: (i) the written agreement between Licensee and the sublicensee pursuant to which the sublicense was granted (A) obligates the sublicensee to thereafter render to AMF all royalties that would have been payable to AMF by Licensee as a result of the activities of such sublicensee, (B) names AMF as a third party beneficiary to the extent set forth herein upon such termination, and (C) affirms that AMF shall not be responsible for Licensee’s duties surviving obligations to sublicensee, unless AMF (at its discretion) elects to assume such obligations; and (ii) Licensee informs the sublicensee in writing (with a copy to AMF) that the sublicensee’s obligations contained pursuant to clause (i) are in effect as a result of the termination. Further, all further sublicenses granted by a sublicensee of Licensee shall survive termination of the sublicense between Licensee and such sublicensee to the same extent as set forth in the Agreementimmediately preceding sentence, including without limitation the payment as applied to such direct sublicensees instead of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms , mutatis mutandis, and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licenseeso on through multiple tiers.

Sublicensing. Licensee (a) Subject to Section 2.1.4(c), SATSUMA has the right to grant Sublicense Agreements and authorize sublicenses (through multiple tiers) under the Licensed Subject Matter consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights license granted to Licensee hereunder. Sublicensee must agree in writing it under Section 2.1.2 to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreementsany Affiliate or Third Party without SNBL’s prior written approval. (b) Licensee shall deliver SNBL has the right to Licensor a true, complete, grant and correct copy of each Sublicense Agreement authorize sublicenses (through multiple tiers) under the license granted by Licensee, to it under Section 2.1.3 to any Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in EnglishThird Party without SATSUMA’s prior written approval. (c) Notwithstanding With respect to any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due sublicense granted under Section 3.2 whether or 2.1.2, (i) SATSUMA and its Affiliates shall have entered into a written agreement with their sublicensee that shall be consistent and not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would conflict with, and shall be a breach of subordinate to, the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of this Agreement; and (ii) SATSUMA shall remain responsible to SNBL for any violations by such sublicensee of the Sublicense Agreement that would constitute terms and conditions of this Agreement. Within [***] days after the execution by SATSUMA of a sublicense agreement of the rights granted to SATSUMA by SNBL under the terms of this Agreement, SATSUMA shall provide SNBL with a copy of such sublicense agreement, which copy may be redacted to remove any and all information not applicable to the obligations of SATSUMA under this Agreement. Without limiting the foregoing, if a sublicensee is in breach of the applicable sublicense agreement and such breach, if committed by SATSUMA, would be a material breach of SATSUMA’s obligations to SNBL under this Agreement, SATSUMA shall, at its own expense, enforce the applicable terms of such sublicense agreement against the sublicensee, including termination thereof in accordance with the terms of such sublicense agreement. For clarity, SATSUMA shall be and remain responsible to SNBL for any breach of this Agreement if or any sublicense by any sublicensees, including all damages due to SNBL as a result of such acts were performed breach. The entry by LicenseeSATSUMA or its Affiliates into a sublicense shall not relieve SATSUMA of its obligations under this Agreement, including the obligation to report the Net Sales of such sublicensee and ensure payment of royalties to SNBL in accordance with the terms and conditions of this Agreement. (d) Upon termination of this Agreement for any reason, any sublicensee (of either party) not then in default shall have the right to seek a license from the applicable party hereto and each party agrees to negotiate such licenses in good faith under reasonable terms and conditions consistent with this Agreement.

Sublicensing. Licensee has 1. LICENSEE shall have the right to grant Sublicenses to third parties under this Agreement only with LICENSOR’s consent, which shall not be unreasonably withheld and provided within ten (10) business after LICENSEE gives notice of such Sublicense. LICENSOR’s failure to object to the Sublicense Agreements under within the Licensed Subject Matter 10 day period will be deemed to be LICENSOR’s consent. Such Sublicense shall remain in effect, on a country by country basis, until the full end of the term or terms of this Agreement, unless sooner terminated as hereinafter specified. LICENSEE shall provide LICENSOR with an un-redacted copy of each Sublicense agreement ten (10) business days prior to execution of the Sublicense agreement. 2. LICENSEE shall execute a written agreement with each sublicensee, and any Sublicense granted by LICENSEE shall comply with and be consistent with all the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of this Agreement. Any agreement between the Agreement LICENSEE and any sublicensee shall indicate that Licensor is a third party beneficiary be subject to and subordinate to this Agreement. Sublicensee shall be prohibited from further sublicensing without the prior written permission from LICENSOR. LICENSEE shall remain responsible for its obligations hereunder and for the performance of the Sublicense Agreementits sublicensee (including without limitation, making all payments due to LICENSOR by reason of any Net Sales of Licensed Product). 3. In the event the rights and licenses granted herein are terminated, in whole or in part, for any reason, LICENSEE shall promptly notify its sublicensees of such termination. Upon termination of this Agreement, LICENSEE shall no longer have the authority to grant further Sublicenses and LICENSEE immediately shall assign to LICENSOR any and all Sublicenses and if not so assigned within sixty (60) days, LICENSEE shall be deemed to have assigned any and all such Sublicenses. LICENSEE shall include in any sublicense granted by LICENSEE a provision requiring Sublicensees upon such occurrence immediately to begin paying royalties due to LICENSOR upon notice to such Sublicensees from LICENSOR. Any rights previously granted by LICENSEE under any Sublicense hereunder will be automatically revoked ninety (90) days following the effective date of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of sublicensee shall have the ability to enter into a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of written license agreement with LICENSOR before the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licenseeis revoked.

Sublicensing. Licensee has the right to may not grant Sublicense Agreements sublicenses under the license granted in Section 2(a); provided, however, that if Licensee divests a drug discovery program or drug asset to a new entity or to a third party (either is a “Divested Entity”), and if Licensee used the Licensed Subject Matter Technology in connection with such program or asset prior to such divestment, then Licensee may grant a sublicense under the license granted in Section 2(a) to such Divested Entity solely for use with respect to such divested drug discovery program or drug asset. Each such sublicense shall be pursuant to a written sublicense agreement that includes terms and conditions sufficient to enable Licensee to comply with this Agreement, shall refer to and be subject to this Agreement, shall be consistent in all material respects with the terms and conditions of this Agreement, and shall name Licensor as a third party beneficiary to such sublicense agreement with rights to enforce it against the sublicensee. Licensee will promptly notify Licensor upon execution of any sublicense under this Agreement and shall furnish Licensor with a true and complete copy of each sublicense within [***] ([***]) [***] of execution; provided that all such sublicenses shall be considered the Confidential Information of Licensee, and Licensee may redact economic terms or other technical or business information from such sublicenses which Licensee determines in good faith to be necessary to protect any of its or its sublicensee’s confidential or proprietary information, or which are unrelated to Licensee’s obligations under this Agreement. Licensee’s Affiliates may use the Licensed Technology pursuant to the license granted in Section 2(a) and License shall be responsible for its Affiliates’ compliance with the terms of the this Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions Use of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted Licensed Technology by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification’s Affiliates, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right on behalf of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would its Affiliates, does not constitute a breach of the Agreement if such acts were performed by Licenseesublicense.

Sublicensing. Licensee has shall have the right to grant Sublicense Agreements sublicenses under the Licensed Subject Matter consistent with the terms of the AgreementSection 2.1 to third parties, subject to Xxxx’x consent prior to execution, which consent shall not be unreasonably withheld. The right to sublicense is subject to the followingfollowing conditions: (a) A Sublicense Agreement In each sublicense, the sublicensee shall not exceed be prohibited from granting further sublicenses and shall be subject to the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement license granted to Licensee under this Agreement. Licensee shall include a requirement that the sublicense use commercially reasonable efforts to bring the subject matter of the sublicense into commercial use as quickly as is reasonably possible. The Licensee shall be responsible for its sublicensees and shall indicate not grant any rights that Licensor is a third party beneficiary are inconsistent with the rights granted to, and obligations of, Licensee hereunder. Each sublicense agreement granted by Licensee shall include an audit right by Rice of the Sublicense Agreementsame scope as provided in this Agreement with respect to Licensee. In No such ublicense agreement shall contain any provision that would cause it to extend beyond the event of termination Term of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver forward to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within Rice at least thirty (30) days following prior to the applicable executionscheduled execution date, modification, or termination a complete and accurate copy written in the English language of each proposed sublicense to be granted hereunder. Xxxx’x receipt of such Sublicense sublicense shall not constitute a consent to such sublicense or a waiver of any of Xxxx’x rights of Licensee’s obligations hereunder. Xxxx shall treat the sublicense as confidential information of Licensee in accordance with the other terms of this Agreement. All Sublicense Agreements will If Xxxx has not indicated an objection to the sublicense within the 30 days prior to the scheduled execution date, then it shall be in Englishconstrued as Xxxx’x consent. Consent by Xxxx shall not be unreasonably withheld. (c) Notwithstanding If Licensee becomes Insolvent, Xxxx’x proportionate share or all payments then or thereafter due and owing to Licensee from its sublicensees for the sublicense of the Rice Intellectual Property Rights shall upon notice from Rice to any such Sublicense Agreementsublicensee become payable directly to Rice for the account of Licensee; provided however, that Rice shall remit to Licensee will remain primarily liable the amount by which such payments exceed the amounts owed by Licensee to Licensor Rice. d) Each sublicense shall include the following provisions for all the benefit of Rice, substantially similar to those of the Licensee’s duties same title in this Agreement: Section 6 (Confidentiality Sections 7.1, 7.5, 7.6. and obligations contained in the Agreement, including without limitation the payment 7.7 (Infringement and Litigation) Section 8 (Disclaimer of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission Warranty; Limitation of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.Liability; Indemnification

Sublicensing. Licensee has the right Any sublicense grant of rights to grant Sublicense Agreements under the Licensed Subject Matter consistent with Technology will be restricted to the terms Field of the Agreement, Use and Territory and will be subject to substantially the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable same terms and conditions as set out in this License Agreement (the “Sublicense Agreement”), with the exception of those terms and conditions that relate to additional royalties and additional consideration that Licensee may require a Sublicensee to pay to Licensee under the Sublicense Agreement, provided that regardless of the amount of these additional royalties and consideration between Licensee and Sublicensee, the royalty on Commercial Sale of the Licensed Product paid by Sublicensee to Licensee will not be lower than the royalty on Commercial Sale of the Licensed Product payable by Licensee to Licensor under this License Agreement. Licensee will not receive from Sublicensee anything of value in lieu of cash payments in consideration for any sublicense granted under this License Agreement without the prior written consent of Licensor. Each Sublicense Agreement will specifically reference this License Agreement and shall indicate all rights in it that Licensor is are retained by Institution. At least 30 days prior to the execution of the Sublicense Agreement, Licensee will forward to Institution a third party beneficiary final draft copy of the Sublicense Agreement for Institution’s consideration and approval, not to be unreasonably withheld or delayed. Within 30 days of receipt of the Sublicense Agreement, Institution will notify Licensee in writing of the Institution’s approval or rejection, and if rejection, the reasons for such rejection and the revisions which Institution would require Licensee to make to the Sublicense Agreement. In the event of termination of this AgreementInstitution fails to so respond to Licensee within the 30-day period, continued sublicense rights shall Institution will be governed by Section 7.5(a) (Effect of Termination). Licensee has no right deemed to grant a Sublicensee have approved the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Should the Sublicense Agreements Agreement be written in a language other than English, Licensee will be in English. (c) Notwithstanding any such provide Institution with an English translation of the Sublicense Agreement. If Institution approves the Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by provide Institution with a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions fully executed copy of the Sublicense Agreement that would constitute a breach within 15 days of the Agreement if such acts were performed by Licenseeits execution.

Sublicensing. Licensee has and its Affiliates have the right to grant Sublicense Agreements under the Licensed Subject Matter Patent Rights. Each such Sublicense Agreement must be consistent with the terms of the Agreement, subject to the following: (a) A Each Sublicensee shall be a party to a Sublicense Agreement that is consistent with, no less protective of Licensor’s rights than, and does not conflict with, the terms of this Agreement, and shall include terms and conditions reasonably sufficient to enable Licensee to comply with the terms of this Agreement, including Sublicensor’s right to terminate such Sublicense Agreement if Sublicensee challenges the validity of any Patent Rights in any legal proceeding. Each Sublicense Agreement shall not exceed the scope and rights be granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreementfor material consideration. In the event of termination of this the Licensee: Aeglea BioTherapeutics, Inc. CONFIDENTIAL Exclusive PLA The University of Texas at Austin Page 5 Agreement No. PM1401501 US 4915892v.1 Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no Sublicensees shall have the unlimited right to grant further sublicenses under any sublicense granted by the Licensee or its Affiliates pursuant to this Agreement, provided that (i) a sublicensee of such Sublicensee shall not have the right to grant further sublicenses without the prior written consent of Licensor, which consent shall not be unreasonably withheld or delayed, (ii) any sub-Sublicense Agreementssublicense complies with the terms of this section, and (iii) such sub-sublicense is granted only to the extent it is necessary for commercialization of Licensed Products. (b) Licensee Licensor shall deliver to Licensor be given a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate Licensee or Sublicenseean Affiliate, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, execution of the respective Sublicense Agreement or termination of any amendment to such Sublicense Agreement, and notwithstanding anything to the contrary herein, such Sublicense Agreement shall be deemed Licensee’s Confidential Information. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation of the sublicense. Licensee may redact portions of the Sublicense Agreement which constitute sensitive confidential information, as long as such information is not necessary to calculate or verify amounts owed to Licensor under this Patent License Agreement. Licensee will use good faith efforts to obtain the right to disclose to Licensor copies of any sub-sublicense agreements in a manner consistent with the provisions of this Section 2.3(b). (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee3.2.

Sublicensing. Licensee has the right hereunder to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreementsublicenses to third parties, subject to the following: (a) A Sublicense Agreement but sublicensees shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee have the right to grant further sub-Sublicense Agreements. (b) sublicenses, and the sublicenses may be of no greater scope than the licenses under Sections 2.1. Licensee shall deliver not receive, or agree to receive, anything of value in lieu of cash or equity from a third party under a sublicense granted pursuant to this Section 2.3, without Licensor’s express prior written permission which shall not be unreasonably withheld. Licensee shall furnish Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following of the applicable execution, modificationexecution thereof a true and complete copy of each sublicense and any changes or additions thereto. Any sublicenses granted by Licensee shall survive termination of the licenses granted in Section 2.1, or termination of this Agreement, provided that the following conditions are met as of the date of such Sublicense Agreement. All Sublicense Agreements will be in English. termination: (ca) Notwithstanding any such Sublicense Agreement, the written agreement between Licensee will remain primarily liable and sublicensee pursuant to which the sublicense was granted (i) obligates the sublicensee to thereafter render to Licensor all sublicense royalties or other sublicense-related consideration that the sublicensee would have owed to Licensee under the sublicense, (ii) names Licensor as a third party beneficiary, and (iii) affirms that Licensee shall remain responsible for all obligations to sublicensee (other than those requiring Licensee to hold a license under the Exclusively Licensed Patent Rights or Technology, unless Licensor (at its discretion) elects to assume such obligations; and (b) Licensee informs the sublicensee in writing (with a copy to Licensor) that the sublicensee’s obligations pursuant to (a) are in effect as a result of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licenseetermination.

Sublicensing. Licensee has the right to grant sublicense the Licensed Science, and enter into Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreementthis Agreement on terms and conditions determined by Licensee in its sole and absolute discretion, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the this Agreement and shall indicate agree that Licensor is a third party beneficiary of the any Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination8.5(b). Licensee has no right to may grant a Sublicensee the right to grant further sublicenses and enter into additional Sublicense Agreements consistent with this Agreement, in which case each such sub-Sublicense AgreementsAgreement shall be treated as a “Sublicense Agreement” and each sub-Sublicensee shall be treated as a “Sublicensee” for purposes of this Agreement. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the this Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor and/or Licensee or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the this Agreement if such acts were performed by Licensee.

Sublicensing. 4.1 Upon prior written approval by University, such approval not to be unreasonably withheld,Licensee may sublicense to one or more third parties, the rights granted in Section 2 subject to the following limitations: a. Licensee agrees that any sublicenses granted by it shall impose restrictions and conditions upon sublicensees equivalent in scope to those imposed upon Licensee; b. Licensee agrees that, in the event University terminates this Agreement pursuant to Subsection 13.2(b), any sublicenses granted shall be directly enforceable by University; c. Licensee agrees that any sublicenses granted shall adequately protect University's security and property interest in University's Know-How and Patent Rights; and d. Any sublicenses granted by Licensee shall provide only for cash consideration from sublicensees unless University has expressly consented otherwise in writing in advance. Any sublicenses made in other than arm's-length transactions, the right value of the transaction attributed under this Section to grant Sublicense Agreements under such a transaction shall be that which would have been received in an arm's-length transaction, based on a like transaction at that time. For purposes of this Agreement, the term "sublicense" shall mean the license by Licensee to a third party of all or a portion of the intellectual property rights licensed to it by University hereunder in consideration of payments from such sublicensee to Licensee, and shall not include Licensee's engagement of or joint venture with subcontractors to perform various services for Licensee in connection with its development of the Licensed Subject Matter Products and Licensed Processes, including, but not limited to, laboratory work, pre-clinical and clinical testing, assistance with the regulatory approval process, manufacturing, marketing and other similar product development services, provided that such services are for the sole benefit of Licensee and such third party does not have any independent use of the Patent Rights or Know-How. Licensee agrees to assume all obligations for protecting the University's security and property interest in University's Know-How and Patent Rights in any such joint venture work consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) 4.2 Licensee shall deliver agrees to Licensor forward to University a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, fully executed sublicenseagreement postmarked within thirty (30) days following of the applicable execution, modification, or termination execution of such Sublicense Agreement. All Sublicense Agreements will be in Englishagreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. 4.1 The Licensee has shall have the right to grant Sublicense Agreements under sublicences to Affiliated Companies and other third parties with respect to the Licensed Subject Matter consistent Technology and any Improvements with the prior written consent of the University, which consent will not be unreasonably withheld. The Licensee will furnish the University with a copy of each sublicence granted within 30 days after execution. 4.2 Any sublicence granted by the Licensee shall be personal to the sublicensee and shall not be assignable without the prior written consent of the University, which consent will not be unreasonably withheld. Such sublicences shall contain covenants by the sublicensee to observe and perform similar terms and conditions to those in this Agreement including, without limitation, the provisions for termination and insurance. 4.3 The Licensee shall submit the final draft of each and every proposed sublicence agreement to the University for its review. The University shall have 30 days from the date of receipt of the proposed sublicence agreement to object to the terms thereof. Should the University not provide notice to the Licensee of its objection to the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate proposed sublicence agreement or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission redraft of a Sublicensee that would be a breach of proposed sublicence agreement within the Agreement if performed by Licensee 30 day period, then the University will be deemed to have provided its consent to such sublicence agreement. If any sublicensee of the Licensee is to be a breach granted the right to use the Licensee Trade-xxxx in association with the Products, such right shall be contained within the sublicence agreement which allows the sublicensee to use the Technology, and the compensation to be received by Licensee. Each Sublicense Agreement will contain a right of termination by the Licensee in relation to the event use of the Licensee Trade-xxxx shall be provided for in the sublicence agreement. The University may refuse to provide its consent to the grant of a sublicence agreement if the University deems, in its discretion, that the Sublicensee breaches allocation of compensation to the payment Licensee with respect to the use of the Licensee Trade-xxxx is inappropriate, and prejudicial to the rights of the University to receive royalties hereunder. 4.4 Prior to the use of the Technology or reporting obligations affecting Licensor any Improvement by any sublicensee pursuant to a sublicence agreement, the Licensee shall give written notice to the University as to which jurisdictions the applicable sublicensee is carrying on business in. Within five days of being aware of the same, the Licensee shall provide written notice to the University if any sublicensee is carrying on business in a jurisdiction outside of British Columbia. 4.5 The Licensee will not enter into any agreements with the United States Government or any other terms and conditions government in connection with the Technology without the prior written consent of the Sublicense Agreement that would constitute University. 4.6 If the University has registered one or more financing statements as set forth in Article 3.6, the Licensee shall register a breach financing change statement under the provisions of the Personal Property Security Act of British Columbia and/or under the provisions of similar legislation in those jurisdictions in which each sublicensee carries on business or has its chief place of business in order to add each sublicensee as an additional debtor to the registration referred to in Article 3.6 forthwith upon execution of each sublicence, and shall furnish the University with a copy of the verification statement with respect to each such filing within 15 days after receipt of same. All costs associated with the filings contemplated by this Article 4.6 shall be paid for by the Licensee. The Licensee shall give written notice to the University of any and all changes of jurisdiction within or outside of Canada in which each sublicensee is carrying on business and/or any and all changes in jurisdiction of each sublicensee’s chief place of business and shall file the appropriate documents in the various provincial Personal Property Registries or similar registries within or outside of Canada to document such changes in jurisdiction. 4.7 The University shall extend the time limit outlined in Article 4.6 if the Licensee requests an extension, and if the Licensee can show to the satisfaction of the University, acting reasonably, that it is diligently attempting to complete such registration and that the University's rights in and to the Technology and Improvements under the terms of this Agreement if such acts were performed by Licenseeor otherwise are not materially threatened.

Sublicensing. Notwithstanding the foregoing, Licensee has and/or its Affiliates shall have the right to license the rights to any Licensed Product to any third party. 2.2.1 For so long as Licensee is in full compliance with all of its obligations under this Agreement, Licensee may grant Sublicense Agreements sublicenses under the Licensed Subject Matter consistent Patents. Prior to the granting of any sublicense, Licensee will provide Institute with written notification of the name of the intended sublicensee, a brief description of the company, as well as a detailed term sheet containing the financial terms, the territory and all the relevant legal terms of the sublicense to the Institute. Licensee agrees to forward to Institute a copy of each fully executed sublicense postmarked within sixty (60) days of execution of such agreement. 2.2.2 Sublicensee may also grant sublicenses under the Licensed Patents. Prior to the granting of any sublicense, Sublicensee will provide Institute with written notification of the name of the intended sublicensee, a brief description of the company, and a copy of the proposed sublicense to the Institute. 2.2.3 Licensee will be responsible for its Sublicensees’ compliance with the terms of the this Agreement, subject to and Licensee will not grant any rights which are inconsistent with the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to and obligations imposed on Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that Sublicensee, which would be a breach of the this Agreement if performed undertaken or omitted by Licensee the Licensee, will be deemed to be a breach by Licensee of this Agreement. In the event of a breach by a Sublicensee of this Agreement, Licensee shall have ninety (90) days to remedy such breach before it is considered a breach of this Agreement by Licensee. Each Sublicense sublicense granted by Licensee shall include an audit right by Institute of the same scope as provided in Section 5. No sublicense agreement will contain any provision that would cause Institute or Licensee to extend the term of this Agreement. 2.2.4 Termination of the license granted to Licensee under any of the provisions of Section 11 of this Agreement will contain a right terminate all sublicenses that may have been granted by Licensee, unless any sublicensee elects to continue its sublicense by advising Institute in writing, within thirty (30) days of termination the sublicensee’s receipt of written notice of such termination, of its election, and of its agreement to assume with respect to Institute all of the obligations (including obligations for payment) of Licensee contained in this Agreement. Any sublicense granted by Licensee in will contain provisions corresponding to those of this paragraph respecting termination and the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach continuance of the Agreement if such acts were performed by Licenseesublicenses.

Sublicensing. Subject to the applicable rights of and obligations due to Caltech and HHMI and contained in this Agreement, Licensee has the right hereunder to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreementsublicenses to third parties, subject to the following: (a) A Sublicense Agreement and such third parties shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee have the right to grant further sub-Sublicense Agreements. (b) sublicenses to other third parties, provided that the sublicenses may be of no greater scope than the licenses under Section 2.1, subject to the rights reserved under Sections 2.2 and 2.3. The term “Sublicensees” refers to third parties granted rights hereunder, whether by Licensee or by its sublicensees. Licensee shall deliver include all its and relevant Sublicensee’s sublicensing income in Licensee’s reports to Licensor a trueCaltech, completeas provided in Section 5.11, and correct copy Licensee shall pay royalties thereon pursuant to Section 5.4. Licensee shall not receive, or agree to receive, anything of each Sublicense Agreement value in lieu of cash or equity from a third party under a sublicense granted by Licenseepursuant to this Section 2.4, Affiliate without Caltech’s express prior written permission which shall not be unreasonably withheld, delayed or Sublicensee, and any modification or termination thereof, conditioned. Licensee shall furnish Caltech within thirty (30) days following of the applicable execution, modification, execution thereof a true and complete copy of each sublicense and any changes or additions thereto. Any sublicenses granted by Licensee and any Sublicensee shall survive termination of such Sublicense Agreement. All Sublicense Agreements will be in English. the license rights granted herein (cboth exclusive and nonexclusive) Notwithstanding any such Sublicense or of this Agreement, provided that the following conditions are met as of the date of such termination: (a) the written agreement between Licensee will and its direct Sublicensee pursuant to which the sublicense was granted (i) obligates such Sublicensee to thereafter render to Caltech all sublicense royalties or other sublicense-related consideration that such Sublicensee would have owed to Licensee under the sublicense, (ii) names Caltech and HHMI as third party beneficiaries solely for the purposes of enforcing its rights relating to a bankruptcy event affecting Licensee, and (iii) affirms that Licensee shall remain primarily liable to Licensor responsible for all obligations to such Sublicensee (other than those requiring Licensee to hold a license under the Exclusively Licensed Patent Rights or Technology), unless Caltech (at its discretion) elects to assume such obligations; and (b) Licensee informs such Sublicensee in writing (with a copy to Caltech) that such Sublicensee’s obligations pursuant to (a) are in effect as a result of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licenseetermination.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub-Sublicense Agreements, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of the Agreement. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate Subsidiary or Sublicensee, and any modification or termination thereof, within thirty (30) days [**] following the applicable execution, modification, or termination of such Sublicense Agreement. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation in addition to a copy of the original agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter Patent Rights consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary and entitled to enforce the terms and conditions of the Sublicense Agreement applicable to the Agreement. In the event of termination of this the Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub- Sublicense Agreements, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of the Agreement. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) 30 days following the applicable execution, modification, or termination of such Sublicense Agreement. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation in addition to a copy of the original agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by LicenseeLicensee unless Licensee complies with the remaining provisions of this paragraph. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee. In the event of a Sublicensee breach, and if after a reasonable opportunity to cure as provided in any such Sublicense Agreement (not to exceed 30 days for a payment breach and 60 days for a non-payment breach), such Sublicensee fails to cure such Sublicensee breach, then the Licensee will terminate the Sublicense Agreement within 30 days thereafter, with copy of such written notice of termination to Licensor, unless agreed to in writing otherwise by Licensor.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreement, subject to the following:: Licensee: Regulus Therapeutics Inc. CONFIDENTIAL Exclusive License (Life Sciences) Licensor: UT Southwestern Medical Center (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub-Sublicense Agreements, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of the Agreement. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days [***] following the applicable execution, modification, or termination of such Sublicense Agreement. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation in addition to a copy of the original agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. 2.6.1 The research license granted pursuant to Section 2.2 is not sublicensable by Licensee, except to its Affiliates; provided that any such sublicense to an Affiliate must comply with the provisions of this Section 2.6 (including Section 2.6.2). The license granted pursuant to Sections 2.1 and, if applicable, 2.3.3 is sublicensable by Licensee has to any Affiliates or Third Parties; provided that any such sublicense must comply with the provisions of this Section 2.6 (including Section 2.6.2). 2.6.2 The right to grant Sublicense Agreements sublicense granted to Licensee under the Licensed Subject Matter consistent with the terms of the Agreement, this Agreement is subject to the followingfollowing conditions: (a) A Sublicense Agreement shall not exceed Licensee may only grant sublicenses pursuant to a written sublicense agreement with the scope and rights granted to Licensee hereunderSublicensee; [***]. Sublicensee Licensor must agree in writing to be bound by the applicable terms and conditions receive written notice as soon as practicable following execution of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreementsany such sublicenses. (b) In each sublicense agreement, the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee shall deliver to has agreed and must acknowledge that Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination is an express third party beneficiary of such Sublicense Agreement. All Sublicense Agreements will be in Englishterms and conditions under such sublicense agreement. (c) Notwithstanding The official language of any such Sublicense sublicense agreement shall be English. (d) Within [***] after entering into a sublicense, Licensor must receive an unredacted copy of the sublicense written in the English language for Licensor’s records and to share with the ReGenX Licensors. (e) Licensee’s execution of a sublicense agreement will not relieve Licensee of any of its obligations under this Agreement, . Licensee will is and shall remain primarily liable [***] to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any this Agreement and for any act or omission of a an Affiliate or Sublicensee that would be a breach of the this Agreement if performed or omitted by Licensee, and Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the this Agreement if as a result of such acts were performed by Licenseeact or omission.

Sublicensing. Subject to the terms and conditions of this Agreement and Licensee’s and Sublicensee’s compliance therewith, Licensee has the right to may grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreement, subject to the followingprovided: (a) A The Sublicense Agreement shall Agreement: (i) is in writing; (ii) has restrictions consistent with and terms that do not exceed the scope and of rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor ; (iii) states OHIO is a third party beneficiary thereunder; and (iv) includes a right of the Sublicense Agreement. In termination by Licensee in the event of termination that Sublicensee acts in any manner that would constitute a breach of this AgreementAgreement if such action or inaction were that of Licensee. Notwithstanding Section 2.2(a)(ii), continued sublicense rights unless OHIO has provided prior written consent, no Sublicense Agreement shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right transferable, including to permit a Sublicensee to grant a Sublicensee the right to grant further sub-Sublicense AgreementsAgreement. (b) Licensee shall deliver to Licensor OHIO a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate and all modifications or Sublicensee, and any modification or termination terminations thereof, within thirty (30) days following the applicable execution, modification, modification or termination of such Sublicense Agreement. All Sublicense Agreements will be in Englishtermination. (c) Notwithstanding any such Sublicense Agreement, Licensee will shall remain primarily liable to Licensor OHIO for all of the Licensee’s duties and obligations contained in this Agreement and Sublicensee’s breach of its Sublicense Agreement and shall enforce the terms of the Sublicense Agreement, including without limitation to terminate for material breach, if requested to do so in writing by OHIO. In the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of event a Sublicensee is an Affiliate of Licensee, the obligations of Sections 2.2(a)(i), 2.2(a)(iii) and 2.2(b) do not apply if an authorized officer of Licensee has certified in writing to OHIO that would be a breach of Licensee’s corporate documents authorize it to obligate and bind the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee Affiliate named in the event certification and Licensee has in fact done so in a manner that is consistent with the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of this Agreement. Each such certification shall be attached and incorporated into this Agreement to evidence the Sublicense Agreement that would constitute with the named Affiliate as a breach Sublicensee without the requirement for a formal amendment to this Agreement. Regardless of when the certification is attached to this Agreement, such Sublicense Agreement shall be given effect as of the Agreement if date such acts were performed certification is received by LicenseeOHIO pursuant to Section 18.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the this Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the this Agreement and shall indicate agree that Licensor LLU is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub-Sublicense Agreements consistent with this Agreement, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of this Agreement. (b) Licensee shall deliver to Licensor LLU a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide LLU an accurate English translation in addition to a copy of the original agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor LLU for all of the Licensee’s duties and obligations contained in the this Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the this Agreement if performed by Licensee will be deemed to be a breach by Licensee, provided that, if Licensee cures Sublicensee’s breach within ninety (90) days of Sublicensee’s breach, then the Sublicensee’s breach will be considered cured and no longer considered a breach. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor LLU or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the this Agreement if such acts were performed by Licensee.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights The licenses granted to Licensee hereunderin Section 2.1(a) shall be sublicenseable solely (i) to Licensee’s Affiliates freely; and (ii) to Third Parties in the Territory with Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Sublicensee must agree in writing to Any sublicense that Licensee grants hereunder shall be bound by consistent with, and subject to, the applicable terms and conditions of this Agreement. Licensee shall be responsible for all of its sublicensees’ activities and any and all failures by its sublicensees to comply with the Agreement and shall indicate that Licensor is a third party beneficiary applicable terms of the Sublicense this Agreement. In no event shall Licensee’s granting of any sublicense relieve Licensee of any of its obligations under this Agreement. Licensee shall provide Company with a true and complete copy of each proposed sublicense agreement with a sublicensee and each proposed amendment thereto prior to execution to permit Company to review such sublicense agreement and/or amendment and to exercise its consent right, and upon execution shall provide a fully executed copy. In each sublicense that Licensee or its sublicensee grants hereunder, Licensee shall, and shall cause its sublicensee to, require that, upon a termination of such sublicense, the event of sublicensee must assign to Licensee, and provide to Licensee full copies of, all Regulatory Approvals and Regulatory Materials that relate to Licensed Products and are owned or controlled by such sublicensee (such that Licensee shall be able to, pursuant to Section 14.6(b), assign to Company), and provide Company with full copies of, all such Regulatory Approvals and Regulatory Materials upon termination of this Agreement. In addition, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and ensure that any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or sublicense that Licensee grants hereunder explicitly states that such sublicense shall immediately terminate upon termination of such Sublicense this Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. Licensee has and its Affiliates have the right to grant Sublicense Agreements under the Licensed Subject Matter Patent Rights. Each such Sublicense Agreement must be consistent with the terms of the Agreement, subject to the following: (a) A Each Sublicensee shall be a party to a Sublicense Agreement that is consistent with, no less protective of Licensor’s rights than, and does not conflict with, the terms of this Agreement, and shall include terms and conditions reasonably sufficient to enable Licensee to comply with the terms of this Agreement, including Sublicensor’s right to terminate such Sublicense Agreement if Sublicensee challenges the validity of any Patent Rights in any legal proceeding. Each Sublicense Agreement shall not exceed the scope and rights be granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreementfor material consideration. In the event of termination of this the Licensee: Aeglea BioTherapeutics, Inc. CONFIDENTIALExclusive PLA The University of Texas at Austin Page 5 Agreement No. PM1401501 US 4915892v.1 Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no Sublicensees shall have the unlimited right to grant further sublicenses under any sublicense granted by the Licensee or its Affiliates pursuant to this Agreement, provided that (i) a sublicensee of such Sublicensee shall not have the right to grant further sublicenses without the prior written consent of Licensor, which consent shall not be unreasonably withheld or delayed, (ii) any sub-Sublicense Agreementssublicense complies with the terms of this section, and (iii) such sub-sublicense is granted only to the extent it is necessary for commercialization of Licensed Products. (b) Licensee Licensor shall deliver to Licensor be given a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate Licensee or Sublicenseean Affiliate, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, execution of the respective Sublicense Agreement or termination of any amendment to such Sublicense Agreement, and notwithstanding anything to the contrary herein, such Sublicense Agreement shall be deemed Licensee’s Confidential Information. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation of the sublicense. Licensee may redact portions of the Sublicense Agreement which constitute sensitive confidential information, as long as such information is not necessary to calculate or verify amounts owed to Licensor under this Patent License Agreement. Licensee will use good faith efforts to obtain the right to disclose to Licensor copies of any sub-sublicense agreements in a manner consistent with the provisions of this Section 2.3(b). (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee3.2.

Sublicensing. Licensor hereby grants to Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreemententer into Sublicenses, pursuant to this Agreement and subject to the following: a. Any Sublicense granted by Licensee shall contain terms no less protective of the Licensor’s rights than those set forth herein and shall not be in conflict with this Agreement. b. If Licensee becomes Insolvent, Licensor’s proportionate share of all payments then or thereafter due and owing to Licensee from its Sublicensees for the sublicense of the Patent Rights will, upon notice from Licensor to any such Sublicensee, become payable directly to Licensor by Sublicensee for the account of Licensee; provided however, that licensor will remit to Licensee the amount by which such payments exceed the amounts owed by Licensee to Licensor. c. Licensee shall within sixty (60) days of: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions execution of the Agreement and shall indicate that any Sublicense, provide Licensor is with a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or SublicenseeLicensee hereunder, and any modification amendments thereto or termination terminations thereof; and (b) receipt, within thirty (30) days following the applicable execution, modification, or termination summarize and deliver copies of such Sublicense Agreement. All Sublicense Agreements will be in Englishall reports due to Licensee from Sublicensee(s). (c) Notwithstanding d. If this Agreement is terminated for any such Sublicense Agreementreason. Licensor shall grant any Sublicensee which so requests, Licensee will remain primarily liable to Licensor for all of a license continuing the Licensee’s duties and obligations royalty rates contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid its Sublicense and on such other terms substantially similar to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed those given by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event provided that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any such other terms are not in conflict with and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licenseeare not inconsistent with this Agreement.

Sublicensing. Subject to the terms and conditions set forth herein, Licensor hereby grants to Licensee the right to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: i. obligate the Sublicensee to abide by and be subject to substantially the same terms, conditions, and limitations of this Agreement as applicable to Licensee, except that Licensee has the right to change any fees, payments, and royalty rates, due to Licensee by Sublicensee; provided however, that no such terms decrease or delay any consideration due to Licensor; ii. permit the Sublicensee to grant Sublicense Agreements under further layers of sublicenses; iii. cause the Licensed Subject Matter consistent Sublicensee to comply with the terms relevant provisions of this Agreement to the same extent as Licensee is required to comply and include a provision providing for the termination of the AgreementSublicense; iv. provide that, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination any material inconsistency between the Sublicense and the relevant provisions of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). except that Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreementschange any fees, payments, and royalty rates, due to Licensee by Sublicensee; provided however, that no such terms decrease or delay any consideration due to Licensor, this Agreement shall control; and v. be written in the English language. (b) If Licensee shall deliver enters into any agreement, arrangement, or license purporting to Licensor a truegrant rights to any Licensed Patents, completeMaterials, or Technical Information, that does not comport with the requirements of this Section 2.3, or is materially inconsistent with the terms and conditions of this Agreement, [***]. Licensee has the right to change any fees, payments, and correct copy of each Sublicense Agreement granted royalty rates, due to Licensee by LicenseeSublicensee; provided however, Affiliate that no such terms decrease or Sublicensee, and delay any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in Englishconsideration due to Licensor. (c) Notwithstanding any Licensee shall provide to Licensor a [***] executed copy of each and every Sublicense not later than [***] after the effective date of such Sublicense Agreement, Sublicense. (d) Licensee will hereby agrees to remain primarily fully liable under this Agreement to Licensor for the performance or non-performance under this Agreement. Licensee shall [***], ensuring Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense shall relieve Licensee of its obligations hereunder to exercise Commercially Reasonable Efforts, directly or through a Sublicensee, to Develop and Commercialize Enhanced Products, nor relieve Licensee of its obligations to pay Licensor any and all of the Licensee’s duties license fees, royalties and obligations contained in other payments due under the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter Patent Rights consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary and entitled to enforce the terms and conditions of the Sublicense Agreement applicable to the Agreement. In the event of termination of this the Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub-Sublicense Agreements, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of the Agreement. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) 30 days following the applicable execution, modification, or termination of such Sublicense Agreement. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation in addition to a copy of the original agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by LicenseeLicensee unless Licensee complies with the remaining provisions of this paragraph. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee. In the event of a Sublicensee breach, and if after a reasonable opportunity to cure as provided in any such Sublicense Agreement (not to exceed 30 days for a payment breach and 60 days for a non-payment breach), such Sublicensee fails to cure such Sublicensee breach, then the Licensee will termi­nate the Sublicense Agreement within 30 days thereafter, with copy of such written notice of termination to Licensor, unless agreed to in writing otherwise by Licensor.

Sublicensing. Licensee has the right shall not grant a sublicense to grant Sublicense Agreements under use the Licensed Subject Matter consistent with Marks without the terms prior written consent of Licensor, except that Licensee may grant a sublicense to a subsidiary or affiliate in which it owns and maintains more than 50% of the Agreementissued and outstanding shares of voting stock or other equity interest; PROVIDED, HOWEVER, that each permitted sublicense, if any, shall be subject to all of the followingfollowing additional terms and conditions: (a) A Any such permitted sublicense shall immediately terminate in the event Licensee ceases to own more than 50% of the issued and outstanding shares of voting stock or other equity interest of the sublicensee. (b) Each sublicense agreement ("Sublicense Agreement Agreement") between licensee and any permitted sublicensee shall not exceed be subject to the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of this License. (c) Any termination of this Agreement, continued sublicense rights License shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-immediately terminate all Sublicense Agreements. (bd) Licensee shall remain fully liable to Licensor for the full and timely performance of each permitted sublicensee. (e) All Licensed Products sold by any permitted sublicensee under the Licensed Marks shall be deemed "Licensed Products" for purposes of this License, as if Licensee were the seller thereof. (f) Each Sublicense Agreement with each permitted sublicensee shall include a provision specifically stating that Licensor is an intended third-party beneficiary of such Sublicense Agreement. (g) Further sublicensing by any permitted sublicensee of any rights arising hereunder is expressly prohibited. (h) Within 15 calendar days following the execution and delivery of any Sublicense Agreement, Licensee shall deliver to Licensor a true, complete, written notice specifying the name and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all address of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicenseepermitted sublicensee party thereto. Any act sublicensing or omission attempted sublicensing by Licensee of the Licensed Marks other than in accordance with this subsection shall be null and void and shall be deemed a Sublicensee that would be a material breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licenseethis License.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to may grant a Sublicensee the right to grant further sub-Sublicense Agreements, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of the Agreement. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate Licensee or Sublicensee, and any modification or termination thereof, within thirty (30) 30 days following the applicable execution, modification, or termination of such Sublicense Agreement. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation in addition to a copy of the original agreement. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any In the event of any act or omission of a Sublicensee that would be a breach of the this Agreement if performed by Licensee, Licensee will be deemed use commercially reasonable efforts to be a breach by Licenseeactively pursue the Sublicensee to either remedy such act or omission or terminate the Sublicense Agreement. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

Sublicensing. (a) For so long as Licensee has the right to is in compliance with its obligations under this Agreement, Licensee may grant Sublicense Agreements sublicenses under the Licensed Subject Matter consistent with Patents and Licensed Know-How to the terms extent of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements2.1. (b) Licensee shall deliver will not grant any rights that are inconsistent with the rights granted to Licensor a true, complete, and correct copy obligations imposed on Licensee hereunder. No such sublicense agreement will contain any provision that would cause it to extend the term of each Sublicense this Agreement granted by Licensee, Affiliate or Sublicensee, and increase in any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense way any Institute's obligations under this Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor be responsible for all its sublicensees' compliance with the terms of the Licensee’s duties and obligations contained in the this Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that sublicensee which would be a breach of the this Agreement if performed by the Licensee will be deemed to be a breach by Licensee of this Agreement. (d) Licensee agrees to provide the Institute with a copy of each sublicense within thirty days of its full execution provided that Licensee shall have the right to redact any information that is not relevant to the Licensed Patents or Licensee's obligations hereunder. Each Sublicense sublicense shall comply with the requirements of this Section 2.2. (e) Upon termination of this Agreement will contain a right of termination by Licensee for any reason, any sublicense not then in the event default shall continue in full force and effect except that the Sublicensee breaches Institute shall be substituted in place of Licensee; provided that, within sixty (60) days of such termination, each sublicensee agrees in writing to be bound by all the payment or reporting obligations affecting Licensor or any other applicable terms and conditions of this Agreement. Licensee shall notify the Sublicense Agreement that would constitute a breach sublicensees of the Agreement if any such acts were performed by Licenseetermination within thirty (30) days of such termination.

Sublicensing. Licensee has and its Affiliates have the right to grant Sublicense Agreements under the Licensed Subject Matter Patent Rights. Each such Sublicense Agreement must be consistent with the terms of the Agreement, subject to the following: (a) A Each Sublicensee shall be a party to a Sublicense Agreement that is consistent with, no less protective of Licensor’s rights than, and does not conflict with, the terms of this Agreement, and shall include terms and conditions reasonably sufficient to enable Licensee to comply with the terms of this Agreement, including Sublicensor’s right to terminate such Sublicense Agreement if Sublicensee challenges the validity of any Patent Rights in any legal proceeding. Each Sublicense Agreement shall not exceed the scope and rights be granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreementfor material consideration. In the event of termination of this the Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no Sublicensees shall have the unlimited right to grant further sublicenses under any sublicense granted by the Licensee or its Affiliates Licensee: Aeglea BioTherapeutics, Inc. CONFIDENTIALExclusive PLA The University of Texas at Austin Page 5 Agreement No. PM1401501 US 4915892v.1 pursuant to this Agreement, provided that (i) a sublicensee of such Sublicensee shall not have the right to grant further sublicenses without the prior written consent of Licensor, which consent shall not be unreasonably withheld or delayed, (ii) any sub-Sublicense Agreementssublicense complies with the terms of this section, and (iii) such sub-sublicense is granted only to the extent it is necessary for commercialization of Licensed Products. (b) Licensee Licensor shall deliver to Licensor be given a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate Licensee or Sublicenseean Affiliate, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, execution of the respective Sublicense Agreement or termination of any amendment to such Sublicense Agreement, and notwithstanding anything to the contrary herein, such Sublicense Agreement shall be deemed Licensee’s Confidential Information. All If the Sublicense Agreements will be Agreement is not in English, Licensee shall provide Licensor an accurate English translation of the sublicense. Licensee may redact portions of the Sublicense Agreement which constitute sensitive confidential information, as long as such information is not necessary to calculate or verify amounts owed to Licensor under this Patent License Agreement. Licensee will use good faith efforts to obtain the right to disclose to Licensor copies of any sub-sublicense agreements in a manner consistent with the provisions of this Section 2.3(b). (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee3.2.

Sublicensing. Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreement, Patents subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued Any sublicense rights shall be governed granted by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee shall prohibit the right to grant Sublicensee from further sub-Sublicense Agreementssublicensing. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Licensee shall collect and guarantee payment of all payments due, directly or indirectly, to Licensor from Sublicensees and summarize and deliver all reports and royalties due, directly or indirectly, to Licensor from Sublicensees. (d) All rights and licenses of Sublicensees shall terminate upon termination of the Agreement See Section 8.6(a) below. (e) Notwithstanding any such Sublicense Agreementsublicenses as permitted hereunder, Licensee will shall remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the this Agreement, including without limitation the payment of running royalties due under Section 3.2 3.5 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the this Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right Licensee of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licenseethis Agreement.