Common use of Sublicensing Clause in Contracts

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval by PHS, Licensee may enter into sublicensing agreements under the Licensed 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 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 to enter into sublicensing agreements. Licensee shall be entitled provide written notice to sublicense (including through multiple tiers) PHS in the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes event Licensee desires to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not a third party to be unreasonably withheld develop or delayed). Any person to which Corvus grants commercialize a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”License Product. In the event that Corvus grants one or more PHS does not provide a written objection to Licensee within ten (10) business days of 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 pursuant granted by it shall provide that the obligations to Clause 2.2.1PHS of Paragraphs 5.1-5.4, Corvus shall remain responsible for all 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of its obligations under this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and shall cause each Sublicensee PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to comply with PHS approval and contingent upon acceptance by the applicable [***] Certain information in this document has been omitted and filed separately with sublicensee of the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions remaining provisions of this Agreement. If the acts or omissions . 4.4 Licensee agrees to forward to PHS a complete copy of any Sublicensee cause Corvus to be in breach of this Agreementeach fully executed sublicense agreement, Corvus shall be responsible for such breach regardless of any remedy which either postmarked within thirty (a30) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach days of the sublicenseexecution of the agreement. Any such To the extent permitted sublicenses shall be consistent with and expressly made subject by law, PHS agrees to the terms and conditions of this Agreement. Corvus shall provide a copy of any maintain each sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionin confidence. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be entitled deemed to have given its approval of such sublicense (including through multiple tiers) agreement and the rights granted Licensee shall have the right to it under Clause 2.1 above to any person enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with similar or greater financial resources and expertise as Corvus, provided such person is the following stipulations: [***]. If Corvus or a Sublicensee wishes to grant a sublicense to 4.2 The Licensee agrees that any person which does not meet the above criteria then sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense withheld, and to which any further tiers contingent upon acceptance by the sublicensee of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions remaining provisions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus . 4.4 The Licensee agrees to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject forward to the terms and conditions of this Agreement. Corvus shall provide NIH a complete copy of any each fully executed sublicense agreement executed by Corvus or any Sublicensee to Vernalis postmarked within [***] of its executionthe execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 [Intentionally omitted]. 4.2 Alnylam shall be entitled to sublicense (including through multiple tiers) have the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes right to grant a sublicense sublicenses to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense third parties and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Affiliates with respect to the omitted portions. terms Technology upon written notice to Inex and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this AgreementUniversity, Corvus shall be responsible for such breach regardless of any remedy which either provided that: (a) Vernalis may have Alnylam will cause the Affiliate or third party so sublicensed (i) to perform the terms of this Agreement as if such Affiliate or third party were Alnylam hereunder; (ii) to represent that such Affiliate or third party is not, as of the effective date of the relevant sublicense agreement, engaged in a dispute with the University; and (iii) to be subject to a written sublicense agreement that contains terms consistent with the terms of this Agreement as described in Section 4.2(c) and that provides that the University is a third party beneficiary of, and has the right to enforce directly against the Sublicensee or sublicensee, the terms in such sublicense agreement that are consistent with the terms listed in Section 4.2(c)(ii); and (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses any Affiliate so sublicensed shall confirm in writing that it agrees to be consistent with and expressly made subject to bound by the terms and conditions of this Agreement, including without limitation, the covenants in this Agreement to pay any amounts due to Inex under the terms of this Agreement. Corvus The obligations and liabilities of such Affiliate and Alnylam under this Agreement shall provide be joint and several and Inex shall not be obliged to seek recourse against an Affiliate before enforcing its rights against Alnylam. For greater certainty it is hereby confirmed that any default or breach by an Affiliate of any term of this Agreement will also constitute a default by Alnylam under this Agreement. (c) As used in this Section 4.2, the “terms of this Agreement” means (i) the terms set forth in this Agreement; (ii) terms in such sublicense agreement consistent with Sections 1.3, 1.7, 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 and 2.13 of the Consent Agreement among Alnylam, Inex and the University of even date with this Agreement; and (iii) other customary and reasonable terms, including but not limited to terms relating to breach and termination, that are consistent with Alnylam’s obligations to Inex under this Agreement and the LCA. 4.3 Alnylam will furnish Inex with a copy of any each sublicense agreement executed by Corvus or any Sublicensee granted within 30 days after execution. Any such copy may contain reasonable redactions as Alnylam may make, provided that such redactions do not include provisions necessary to Vernalis within [***] of its execution. 2.2.2 In demonstrate compliance with the event of termination requirements of this Agreement:. If the University requests of Inex that a less redacted version of any sublicense be provided to the University, Alnylam agrees to discuss in good faith with Inex and the University the University’s concerns. 4.4 Any sublicense (including any sublicense granted to an Affiliate) granted by Alnylam shall contain covenants by the sublicensee to observe and perform similar terms and conditions to those in this Agreement and those terms set forth in Section 4.2(c), including, without limitation, a restriction on the grant of further sublicenses without notice to Inex and the University. 4.5 Any sublicense granted by Alnylam hereunder shall survive termination of the licenses or other rights granted to Alnylam under this Sublicense Agreement, and be assumed by Inex as long as (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) the sublicensee is not then in breach of its sublicense agreement, with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant the sublicensee agrees in writing to Clause 12.2.1 be bound to Inex as a sublicensor and to the University under the terms and conditions of this Agreement, and (material breach)c) the sublicensee agrees in writing that in no event shall Inex assume any obligations or liabilities, Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency)be under any obligation or requirement of performance, Vernalis shall [***]. Any under any such [***]sublicense extending beyond Inex’s obligations and liabilities under this Agreement.

Sublicensing. 2.2.1 Corvus 8.1 LICENSEE shall be entitled have the exclusive right to sublicense (including through multiple tiers) the grant sublicenses to its rights granted to it under Clause 2.1 Section 3 above to any person with similar Sublicensees, to make, have made, use, market and sell Products designed and marketed solely for use in the Field of Use. 8.2 LICENSEE shall notify ESCALON of every sublicense agreement and each amendment thereto, within thirty (30) days after its execution, and provide a full copy of the agreement or greater financial resources and expertise as Corvus, provided amendment within such person is [***]. If Corvus or a Sublicensee wishes to grant a time period. 8.3 Any sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations granted by LICENSEE under this Agreement and Section 8 shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions provide for its termination upon termination of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted . 8.4 All sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement, and shall contain acknowledgments by the Sublicensee of ESCALON’s rights in the TECHNOLOGY and Licensed Patents, and the disclaimer of warranty and limitation on ESCALON’s liability, as provided by Section 12 below. Corvus All sublicenses shall also contain provisions under which the Sublicensee accepts duties which shall be at least equivalent to those accepted by the LICENSEE in the following Sections: 5.3 duty to keep records 12.4 duty to avoid improper representations or responsibilities 13.1 duty to defend, hold harmless, and indemnify ESCALON 13.3 duty to carry insurance (unless insurance on their behalf maintained by LICENSEE) 18 duty to restrict the use of ESCALON’s name 8.5 All sublicenses shall provide a copy of any sublicense agreement executed by Corvus or any for each Sublicensee to Vernalis within [***] of its executionpay taxes due, if any, in the same manner as set out in Section 6.4 above, or shall provide that the Sublicensee will be responsible for such taxes should the sublicense be assigned to ESCALON. 2.2.2 In 8.6 All sublicenses shall provide for the event right of termination of this Agreement: (a) by Corvus pursuant LICENSEE to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect assign its rights under the sublicense to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]ESCALON.

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s include prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy review of any sublicense agreement executed by Corvus or IC, and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements for the Licensed Patent Rights and Licensed Materials. These sublicenses will not have a further right of sublicense and must be granted in accordance with the WHO C-TAP Development Plan as described in Appendix C. Sublicenses must also be issued by the Licensee without discrimination to any Sublicensee sublicensee with the demonstrated commitment, ability, and readiness to Vernalis within [***] of its executionuse the sublicense but in no instance shall a sublicense be issued for use in a country under Government sanction. 2.2.2 In 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the event obligations to the IC of Paragraphs 5.1, 5.2, 8.1, 10.1, 10.2, 12.6, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement:. 4.4 The Licensee agrees to forward to IC a complete copy of each fully executed sublicense agreement postmarked within thirty (a30) days of the execution of the agreement. To the extent permitted by Corvus pursuant law, the IC agrees to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any maintain each sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]agreement in confidence.

Sublicensing. 2.2.1 Corvus shall 2.6.1 The research license granted pursuant to Section 2.1 is sublicensable by Licensee (a) to Affiliates of Licensee and (b) to one Third Party Collaborator with respect to each Disease Indication; any other sublicenses to Third Party Collaborators or Third Parties of the research license granted pursuant to Section 2.1 requires Licensor’s prior written consent, which consent may not be entitled unreasonably withheld, conditioned, or delayed. The license granted, if applicable, pursuant to Section 2.3.4 is sublicensable by Licensee to any Affiliates or Third Parties. Any sublicense of the rights under this Section 2.6, whether to an Affiliate or Third Party and whether relating to a sublicense of rights under Section 2.1 or 2.3.4, must comply with the provisions of this Section 2.6 (including Section 2.6.2). 2.6.2 The right to sublicense granted to Licensee under this Agreement is subject to the following conditions: (a) Licensee may grant a sublicense to an Affiliate of Licensee; provided that (i) such sublicense must comply with the terms of this Section 2.6.2 (except to the extent such terms are limited to Third Party Sublicensees), including through multiple tiersbeing granted pursuant to a written agreement and requiring the Sublicensee to comply with the applicable terms and conditions of this Agreement; (ii) Licensee must provide Licensor with written notice of any such sublicense within [***] after entering into a sublicense, which notice will identify the Affiliate, the applicable Disease Indication, and the scope of the rights granted sublicensed; (iii) such sublicense must only remain in effect for as long as such sublicensee remains an Affiliate of Licensee; and (iv) without limiting Section 2.6.2(f) below, Licensee will be responsible for CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. any and all obligations of any such Affiliate as if such Affiliate were “Licensee” hereunder. If either of the ReGenX Licensors requires additional information, including a copy of the sublicense agreement, Licensee shall provide such information, including such copy, to it Licensor. (b) Licensee may only grant sublicenses pursuant to a written sublicense agreement with the Sublicensee. Licensee may grant a direct Sublicensee (as defined in Section 1.30(i) only) of the rights under Clause 2.1 above Section 2.3.4 the right to any person with similar or greater financial resources and expertise as Corvus, provided such person is grant further sublicenses [***]. If Corvus or a Sublicensee wishes For the avoidance of doubt, any further sublicenses granted by any Sublicensees must comply with the provisions of this Section 2.6 (including Section 2.6.2) to grant the same extent that Licensee would have to comply if Licensee were granting a sublicense directly to any person which does not meet a Third Party (including the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers obligation of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In requiring the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable terms and conditions of this Agreement and providing Licensor with a copy of the sublicense). For clarity, Licensee is entitled to grant to a Sublicensee a sublicense with respect to any or all of the Disease Indications. (c) In each sublicense agreement, (i) the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee has agreed, except to the extent that such terms and conditions do not relate to the specific rights granted to the Sublicensee pursuant to this Agreement (e.g., obligations related to a Disease Indication that has not been sublicensed); and (ii) if such Sublicensee is a Third Party, such Sublicensee must acknowledge that Licensor is an express third party beneficiary of such terms and conditions under such sublicense agreement. (d) The official language of any sublicense agreement shall be English. (e) Within [***] Certain information after entering into a sublicense with a Third Party Sublicensee, Licensor must receive a copy of the sublicense written in this document has been omitted the English language for Licensor’s records and filed separately to share with the Securities and Exchange CommissionReGenX Licensors. Confidential treatment has been requested with respect The copy of the sublicense may be redacted to exclude confidential information of Licensee or the applicable Sublicensee, but such copy shall not be redacted to the omitted portions. terms and conditions extent that it impairs Licensor’s (or the ReGenX Licensors’) ability to ensure compliance with this Agreement; provided that, if either of the ReGenX Licensors requires a complete, unredacted copy of the sublicense, Licensee shall provide such complete, unredacted copy. (f) Licensee’s execution of a sublicense agreement will not relieve Licensee of any of its obligations under this Agreement. If the acts Licensee is and shall remain [***] to Licensor for all of Licensee’s duties and obligations contained in this Agreement and for any act or omissions omission of any an Affiliate or Sublicensee cause Corvus that would be a breach of this Agreement if performed or CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. omitted by Licensee, and Licensee will be deemed to be in breach of this Agreement, Corvus shall be responsible for Agreement as a result of such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee act or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionomission. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) 5.1. The license granted by this Agreement includes the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources right of Licensee and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes Affiliates to grant a sublicense Sublicenses. With respect to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each Sublicenses granted pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this AgreementLicensee will: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) include all of the rights of, with respect to and obligations due to, Foundation under this Agreement on any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; orSublicense executed; (b) promptly provide Foundation with a complete and unredacted copy of each executed Sublicense promptly after the execution thereof; (c) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense without the express written consent of Foundation; (d) make all Payments Due and deliver all reports due to Foundation whether owed by Vernalis Licensee, Affiliates or Sublicensees, and use commercially reasonable efforts to collect all payments due, directly or indirectly, to Foundation from Sublicensees. 5.2. Upon termination of this Agreement for any reason, all Sublicenses that are granted by Licensee pursuant to Clause 12.2.1 this Agreement where the Sublicensee is in full compliance with the obligations its Sublicense Agreement as of the date of such termination will remain in effect and will be assigned to Foundation, except that Foundation will not be bound to perform any duties or obligations set forth in any Sublicense Agreement that extend beyond the duties and obligations of Foundation set forth in this Agreement. Licensee will include a provision in each Sublicense which allows Foundation to assume the Sublicense if: (material breach), Clause 12.2.2 i) this Agreement is terminated; and (challenge to IPii) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]the Sublicensee is in compliance with the foregoing requirements set forth in this Section 5.2.

Sublicensing. 2.2.1 Corvus Takeda shall be entitled have the right to sublicense (including grant sublicenses through multiple tiers) tiers with respect to the rights granted licensed to it Takeda under Clause 2.1 above Section 6.1 to any person Affiliate of Takeda solely in accordance with similar or greater financial resources and expertise as Corvus, provided such person is Sections 6.2.1 through 6.2.5. Takeda [***]. If Corvus or a Sublicensee wishes ] with respect to grant a sublicense the rights licensed to Takeda under Section 6.1 to any person Third Party [***] of Orexigen, which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld withheld, conditioned, or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one Orexigen consents to the grant of such a Sublicense, such Sublicense shall be granted solely in accordance with Sections 6.2.1 through 6.2.5: 6.2.1 such Sublicense shall refer to this Agreement and shall be subordinate to and consistent with the terms and conditions of this Agreement, and shall not limit either the ability of Takeda (individually or more sublicenses pursuant through the activities of its Sublicensee) to Clause 2.2.1, Corvus shall remain responsible for fully perform all of its obligations under this Agreement or Orexigen’s rights under this Agreement; 6.2.2 in such Sublicense, the Sublicensee shall agree in writing to be bound to Takeda by terms and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect conditions substantially similar to, or less favorable to the omitted portions. Sublicensee than, the corresponding terms and conditions of this Agreement. If ; 6.2.3 promptly after execution of the acts or omissions Sublicense, and specifically excluding any sublicenses granted to an Affiliate of any Sublicensee cause Corvus Takeda, Takeda shall provide a complete and correct copy of such Sublicense to be in breach Orexigen; 6.2.4 Takeda shall remain responsible for the performance of this AgreementAgreement and the performance of its Sublicensees hereunder, Corvus and shall be responsible for cause such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent to enable Takeda to comply with and expressly made subject to the all applicable terms and conditions of this Agreement. Corvus ; and 6.2.5 each Sublicense shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In terminate immediately upon the event of termination of this Agreement: Agreement (a) by Corvus pursuant to Clause 12.2.1 (material breach) in whole or Clause 12.3 (termination at will) , only with respect to any Vernalis Licensed Compound or Licensed Productthe rights that are subject to such Sublicense). For clarity, any references to Sublicense or Sublicensee in Sections 6.2.1 through 6.2.5 shall also mean sublicense granted by Corvus pursuant or sublicensee, as the case may, be with respect to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]Takeda’s Affiliates.

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) 3.1 Licensee may grant sublicenses under the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvusin Article II, provided that such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, sublicenses shall be a “Sublicensee”. In the event at least as favorable to BTG as this Agreement, and provided that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply is bound under a written agreement with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Licensee containing terms and conditions consistent with and no less restrictive than those applicable to Licensee hereunder. Licensee will include a copy of this Agreement as an exhibit to all sublicenses. Without limitation, all sublicenses shall include the following: 3.1.1 A 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. If Licensee will notify BTG of the acts or omissions proposed terms of any Sublicensee cause Corvus sublicenses in advance, and will permit BTG to be in breach comment upon the legal and commercial reasonableness of this Agreement, Corvus the proposed terms. 3.2 The Licensee shall be responsible for such breach regardless the observance and performance by every Sublicensee of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of the sublicense, and shall be directly liable to BTG for any breach, non-observance or non-performance by any Sublicensee which results in a breach by the Licensee under this Agreement. Corvus shall provide . 3.3 Following the grant of sublicense, Licensee shall: 3.3.1 Forward a copy of any the sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] thirty (30) days of its execution. 2.2.2 In 3.3.2 Notify BTG in the event case of termination of this Agreement: (a) any breach by Corvus pursuant to Clause 12.2.1 (material the Sublicensee, and if requested by BTG, promptly serve notice upon the Sublicensee specifying the breach) or Clause 12.3 (termination at will) , and terminating the sublicense in accordance with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]its terms if the breach is not timely cured.

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s include prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers review of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any Sublicensee to Vernalis proposed sublicense agreement, if the NIH does not provide the Licensee with written rejection thereof within […***…] after the date the NIH receives a copy thereof from the Licensee, the NIH shall be deemed to have given its approval of its executionsuch sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. A-294-2011 NIH Patent License Agreement - Exclusive 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 2.2.2 In 4.3 Any sublicenses granted by the event Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to NIH approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement:. 4.4 The Licensee agrees to forward to the NIH a copy of each fully executed sublicense agreement postmarked within […***…] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence. 4.5 The Licensee’s right to grant sublicenses hereunder is further subject to the limitation that there shall not exist, at any time in any country, (i) more than […***…] sublicense then in effect for the Licensed Fields of Use (a) by Corvus pursuant to Clause 12.2.1 and/or (material breachc) or Clause 12.3 in Appendix B; and/or (termination at willii) , with respect to any Vernalis more than […***…] sublicense then in effect for the Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or Fields of Use (b) by Vernalis pursuant to Clause 12.2.1 and/or (material breach), Clause 12.2.2 (challenge to IPd) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].in Appendix B.

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the IC and which shall not be entitled to sublicense (including through multiple tiers) unreasonably withheld, the rights granted to it Licensee may enter into sublicensing agreements under Clause 2.1 above the Licensed Patent Rights. With respect to any person proposed sublicense agreement, if the IC does not provide the Licensee with similar written rejection thereof or greater financial resources and expertise as Corvus, provided such person is request for a reasonable extension of review time within […***]. If Corvus or …] after a Sublicensee wishes copy of the sublicense is provided to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense IC and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with e-mail address indicated on the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach Signature Page of this Agreement, Corvus approval of such sublicense agreement shall be responsible deemed to have been given and the Licensee shall have the right to enter into such sublicense agreement. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach termination of the sublicense, or the conversion to a license directly between the sublicensees and the IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. Any such permitted sublicenses shall be consistent with and expressly made This conversion is subject to the terms IC approval and conditions contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. Corvus shall provide . 4.4 The Licensee agrees to forward to the IC a complete copy of any each fully executed sublicense agreement executed by Corvus or any Sublicensee to Vernalis postmarked within […***…] of its executionthe execution of the agreement. To the extent permitted by law, the IC agrees to maintain each sublicense agreement in confidence. 2.2.2 In 4.5 The Licensee may enter into sublicensing agreements under Licensed Patent Rights with Affiliates of Licensee, and Paragraphs 4.1 and 4.4 of the event Agreement and Paragraph V in Appendix C of termination the Agreement shall not apply to such Affiliate sublicense; provided that Licensee shall notify IC in writing of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to the Affiliate that sublicenses any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall Patent Rights within […***…] of effectiveness of each sublicense. NIH Patent License Agreement—Exclusive Model 10-2015 Page 6 of 29 [Final] [Kyverna Therapeutics] [12 May 2021]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled The license granted pursuant to Section 3.1 is sublicensable by Juno to any Affiliates or Third Parties; provided that any such sublicense (including must comply with the following conditions: 3.2.1 Any sublicense must comply with the requirements of the Opus In-Licenses. 3.2.2 Juno may grant sublicenses through multiple tiers) tiers but only pursuant to a written sublicense agreement with the rights granted to it under Clause 2.1 above to sublicensee. Opus must receive written notice as soon as practicable following execution of any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed)sublicenses. Any person further sublicenses granted by any sublicensees (to which Corvus grants a the extent permitted hereunder) must comply with the provisions of this Section 3.2 to the same extent as if Juno granted such sublicense and to which any further tiers of directly. 3.2.3 In each sublicense are grantedagreement, each pursuant to this Clause 2.2.1, shall the sublicensee must be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee required to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this AgreementAgreement to the same extent as Juno has agreed and must acknowledge that Opus is an express third party beneficiary of such terms and conditions under such sublicense agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionCERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 2.2.2 In the event 3.2.4 The official language of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 agreement shall automatically terminate; orbe English. (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall 3.2.5 Within [***]] after entering into a sublicense, Opus must receive a copy of the sublicense written in the English language for Opus’ records and to share with the NIH. Any The copy of the sublicense may be redacted to exclude confidential information of the applicable sublicensee, but such [***]copy shall not be redacted to the extent that it impairs Opus’ (or the NIH’s) ability to ensure compliance with this Agreement; provided that, if NIH requires a complete, unredacted copy of the sublicense, Juno shall provide such complete, unredacted copy.

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall be entitled to include prior review of any sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources agreement by PHS and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed)withheld, Licensee may enter into sublicensing agreements under the Licensed Patent Rights subject to the terms set forth in this Article 4. Any person to which Corvus grants a PHS shall review the sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted from the date of receipt by PHS. Otherwise, the approval of PHS shall be considered reached. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach 13.8-13.10 of this Agreement, Corvus as such provisions relate to sublicensees, shall be responsible binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by Licensee shall provide for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach 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. Any such permitted sublicenses shall be consistent with and expressly made This conversion is subject to PHS approval, not to be unreasonably withheld, and contingent upon acceptance by the terms and conditions sublicensee of the remaining provisions of this Agreement. Corvus shall provide . 4.4 Licensee agrees to forward to PHS a complete copy of any each fully executed sublicense agreement executed postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by Corvus or any Sublicensee law, PHS agrees to Vernalis within [***] of its executionmaintain each sublicense agreement in confidence. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled 2.6.1 The license granted pursuant to Section 2.1 and, if applicable, Sections 2.2.3 and 2.3.3 is sublicensable by Licensee 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 sublicense (including through multiple tiers) the rights granted to it Licensee under Clause 2.1 above this Agreement is subject to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to the following conditions: (a) Licensee may only grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1a written sublicense agreement with the Sublicensee Licensor must receive written notice as soon as practicable following execution of any such sublicenses. Any further sublicenses granted by any Sublicensee (to the extent permitted hereunder) must comply with the provisions of this Section 2.6 (including Section 2.6.2) to the same extend as if Licensee granted such sublicense directly. (b) In each sublicense agreement, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each the Sublicensee must be required to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject 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 of this Agreement. Corvus shall provide a copy under such sublicense agreement. (c) The official language of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within shall be English. (d) Within [***] after entering into a sublicense, Licensor must receive a copy of its execution. 2.2.2 In the event sublicense written in the English language for Licensor’s records and to share with the REGENX Licensors. The copy of termination the sublicense may be redacted to exclude confidential information of the applicable Sublicensee, but such copy shall not be redacted to the extent that it impairs Licensor’s (or the REGENX Licensors’) ability to ensure compliance with this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) ; provided that, with respect to any Vernalis Licensed Compound or Licensed Productif either of the REGENX Licensors requires a complete, any sublicense granted by Corvus pursuant to Clause 2.2.1 unredacted copy of the sublicense, Licensee shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach)provide such complete, Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]unredacted copy.

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall be entitled to include prior review of any sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources agreement by PHS and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed, Licensee may enter into sublicensing agreements under the Licensed Patent Rights and any of Licensee’s approved sublicensees may enter into sublicense agreements under the Licensed Patent Rights sublicensed to them; provided, however, that the approval of PHS shall not be required for any sublicense to an Affiliate of Licensee or to a third party providing research, manufacturing or development services to Licensee, its Affiliates or PHS’s approved sublicensee(s). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]. 4.2 Licensee agrees that any sublicenses required to be approved by PHS as provided in Paragraph 4.1 (including sublicenses granted by Licensee’s sublicensees) shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to cause copies of these Paragraphs to be attached to all sublicense agreements. 4.3 Any sublicenses subject to the approval of PHS as provided in Paragraph 4.1 shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensee and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13 (except Paragraph 13.1). This conversion is subject to PHS approval, which will not be unreasonably denied or delayed, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreement, subject to the approval requirements of Paragraph 4.1 postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall be entitled to include prior review of any sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources agreement by PHS and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed, Licensee may enter into sublicensing agreements under the Licensed Patent Rights and any of Licensee’s approved sublicensees may enter into sublicense agreements under the Licensed Patent Rights sublicensed to them; provided, however, that the approval of PHS shall not be required for any sublicense to an Affiliate of Licensee or to a third party providing research, manufacturing or development services to Licensee, its Affiliates or PHS’s approved sublicensee(s). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]. 4.2 Licensee agrees that any sublicenses required to be approved by PHS as provided in Paragraph 4.1 (including sublicenses granted by Licensee’s sublicensees) shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to cause copies of these Paragraphs to be attached to all sublicense agreements. 4.3 Any sublicenses subject to the approval of PHS as provided in Paragraph 4.1 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 13.13 (except Paragraph 13.1). This conversion is subject to PHS approval, which will not be unreasonably denied or delayed, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreement subject to the approval requirements of Paragraph 4.1 postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 2.2.1 Corvus shall be entitled 2.4.1 The license granted pursuant to Section 2.1 is sublicensable by Licensee 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 sublicense (including through multiple tiers) the rights granted to it Licensee under Clause 2.1 above this Agreement is subject to any person the following conditions: (a) Licensee may only grant sublicenses pursuant to a written sublicense agreement with similar or greater financial resources and expertise as Corvus, provided such person is [the Sublicensee; ***]*. If Corvus Licensor must receive written notice as soon as practicable following execution of any such sublicenses. Any further sublicenses granted by any Sublicensees (to the extent permitted hereunder) must comply with the provisions of this Section 2.4 (including Section 2.4.2) to the same extent as if Licensee granted such sublicense directly. (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. (c) 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 the REGENXBIO Licensors. The copy of the sublicense may be redacted to exclude confidential information of the applicable Sublicensee, but such copy shall not be redacted to the extent that it impairs Licensor’s (or the REGENXBIO Licensors’) ability to ensure compliance with this Agreement; provided that, if either of the REGENXBIO Licensors requires a Sublicensee wishes to grant complete, unredacted copy of the sublicense, Licensee shall provide such complete, unredacted copy. * * * * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITHRESPECT TO THE OMITTED PORTIONS. (e) Licensee’s execution of a sublicense to agreement will not relieve Licensee of any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement Agreement. Licensee is and shall cause each Sublicensee to comply with the applicable [remain ***] Certain information * to Licensor for all of Licensee’s duties and obligations contained in this document has been omitted Agreement and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions for any act or omission of an Affiliate or Sublicensee that would be a breach of this Agreement. If the acts Agreement if performed or omissions of any Sublicensee cause Corvus omitted by Licensee, and Licensee will be deemed to be in breach of this Agreement, Corvus shall be responsible for Agreement as a result of such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee act or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionomission. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 Upon [***], the Licensee may enter into sublicensing agreements under the Licensed Patent Rights only when it concurrently licenses or has previously licensed other proprietary or in-licensed intellectual property rights. For the avoidance of doubt, the Licensee does not have the right to solely sublicense the Licensed Patent Rights. The Licensee does not have the right to sublicense the Licensed Materials listed in Appendix B but shall have the right to transfer the Licensed Materials to its Affiliates, sublicensees and third-party contractors pursuant to Section 3.1. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIAID of Paragraphs 5.1, 5.2, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be entitled binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense (including through multiple tiers) agreements. 4.3 Any sublicenses granted by the rights granted Licensee shall provide for the termination of the sublicense, or the conversion to it a license directly between the sublicensees and the NIAID, at the option of the sublicensee, upon termination of this Agreement under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person Article 13. This conversion is [***]. If Corvus or ] contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIAID a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions copy of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either each fully executed sublicense agreement postmarked within thirty (a30) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach days of the sublicenseexecution of the agreement. Any such To the extent permitted sublicenses shall be consistent with and expressly made subject by law, the NIAID agrees to the terms and conditions of this Agreement. Corvus shall provide a copy of any maintain each sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionin confidence. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall be entitled to include prior review of any sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources agreement by PHS and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person and subject to which Corvus grants the provisions regarding sublicenses granted to a sublicense Collaborator as set forth in this paragraph, Licensee may enter into sublicensing agreements in the Licensed Fields of Use and in the Licensed Territory for the Licensed Patent Rights only when Licensee is sublicensing additional intellectual property rights that belong to which any further tiers of sublicense are granted, each pursuant Licensee in conjunction with the Licensed Patent Rights to this Clause 2.2.1, shall be a “the Sublicensee”. In the event that Corvus grants one or more Licensee is granting the sublicense to a Collaborator for purposes of engaging in collaborative research efforts involving the Licensed Patent Rights such a sublicense is not required to include additional intellectual property that belongs to Licensee. 4.2 Licensee agrees that any sublicenses pursuant granted by it shall provide that the obligations to Clause 2.2.1PHS of Paragraphs 8.1, Corvus shall remain responsible for all 10.1, 10.2, 12.5, and 13.7-13.9 of its obligations under this Agreement shall be binding upon the Sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the Sublicensees and shall cause each 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 to comply with of the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions remaining provisions of this Agreement. If the acts or omissions . 4.4 Licensee agrees to forward to PHS a complete copy of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either each fully executed sublicense agreement postmarked within thirty (a30) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach days of the sublicenseexecution of the agreement. Any such To the extent permitted sublicenses shall be consistent with and expressly made subject by law, PHS agrees to the terms and conditions of this Agreement. Corvus shall provide a copy of any maintain each sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionin confidence. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the IC and which shall not be entitled to sublicense (including through multiple tiers) unreasonably withheld, the rights granted to it Licensee may enter into sublicensing agreements under Clause 2.1 above the Licensed Patent Rights. With respect to any person proposed sublicense agreement, if the IC does not provide the Licensee with similar written rejection thereof or greater financial resources and expertise as Corvus, provided such person is request for a reasonable extension of review time within […***]. If Corvus or …] after a Sublicensee wishes copy of the sublicense is provided to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense IC and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with e-mail address indicated on the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach Signature Page of this Agreement, Corvus approval of such sublicense agreement shall be responsible deemed to have been given and the Licensee shall have the right to enter into such sublicense agreement. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach termination of the sublicense, or the conversion to a license directly between the sublicensees and the IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. Any such permitted sublicenses shall be consistent with and expressly made This conversion is subject to the terms IC approval and conditions contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. Corvus shall provide . 4.4 The Licensee agrees to forward to the IC a complete copy of any each fully executed sublicense agreement executed by Corvus or any Sublicensee to Vernalis postmarked within […***…] of its execution.the execution of the agreement. To the extent permitted by law, the IC agrees to maintain each sublicense agreement in confidence. NIH Patent License Agreement—Exclusive Model 10-2015 Page 7 of 30 [Final] [Kyverna Therapeutics] [4 May 2021] 2.2.2 In 4.5 The Licensee may enter into sublicensing agreements under Licensed Patent Rights with Affiliates of Licensee, and Paragraphs 4.1 and 4.4 of the event Agreement and Paragraph V in Appendix C of termination the Agreement shall not apply to such Affiliate sublicense; provided that Licensee shall notify IC in writing of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to the Affiliate that sublicenses any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall Patent Rights within […***]. Any such [***]…] of effectiveness of each sublicense.

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s include prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy review of any sublicense agreement executed by Corvus PHS and which shall not be unreasonably withheld, Licensee may enter into sublicensing agreements under the Licensed Patent Rights prior to FDA approval or foreign equivalent for a Licensed Product within each Licensed Field of Use from Appendix B only when it concurrently licenses proprietary or in-licensed intellectual property rights. For the avoidance of doubt, Licensee does not have the right to solely sublicense the Licensed Patent Rights prior to FDA approval or foreign equivalent for a Licensed Product within each Licensed Field of Use from Appendix B. Licensee may also enter into sublicensing agreements under the Licensed Patent Rights following FDA approval or foreign equivalent for a Licensed Product within each Licensed Field of Use from Appendix B. 4.2 Licensee agrees that any Sublicensee sublicenses granted by it shall provide that the obligations to Vernalis within [***] PHS of its executionParagraphs 5.1, 5.2, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 2.2.2 In 4.3 Any sublicenses granted by Licensee shall provide for the event 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:. 4.4 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreement postmarked within thirty (a30) days of the execution of the agreement. To the extent permitted by Corvus pursuant law, PHS agrees to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any maintain each sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]agreement in confidence.

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval by PHS, Licensee and any sublicensees of Licensed Patent Rights under this Agreement may enter into sublicensing agreements under the Licensed 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 be entitled provide written notice to sublicense (including through multiple tiers) PHS in the rights granted to it under Clause 2.1 above to event Licensee or any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes sublicensee desires to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not a third party to be unreasonably withheld develop or delayed). Any person to which Corvus grants commercialize a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”Licensed Product. In the event that Corvus grants one 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 more sublicenses pursuant any sublicensee shall provide that the obligations to Clause 2.2.1PHS of paragraphs 5.1-5.4, Corvus shall remain responsible for all 8.1, 10.1, 10.2, 12.5 and 13.7-13.10 of its obligations under this Agreement and shall cause each Sublicensee be binding upon the sublicensee as if it were a party to comply with the applicable this Agreement. Licensee further agrees to provide copies of these Paragraphs to all sublicense agreements. A-343-2009 PHS Patent License Agreement—Exclusive Model 10-2005 (updated 4-2010) Page 5 of 28 [Final] [GlobeImmune, Inc] [August 19, 2011] [***] = Certain confidential information contained in this document has been omitted and document, marked by brackets, is filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 4.3 With respect to the omitted portionsrights 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. terms This conversion is subject to PHS approval and conditions contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreement entered into by Licensee or any sublicensee, postmarked within thirty (30) days of the execution of such agreement. If To the acts extent permitted by law, PHS 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 omissions by a sublicensee of any Sublicensee cause Corvus Licensee to an Affiliate of the sublicensee, and that such a grant will not be in breach a “sublicense” for purposes of this AgreementAgreement (including, Corvus for example, for purposes of triggering payments of sublicensing royalties pursuant to Appendix C). Licensee shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions this Agreement by an Affiliate of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionLicensee. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) If the rights granted to it license grant under Clause Section 2.1 above to any person with similar or greater financial resources and expertise as Corvusis exclusive, provided such person is [***]. If Corvus or a Sublicensee wishes Licensee has the right to grant a sublicense Sublicense Agreements under the Licensed Patent Rights consistent with the terms of the Agreement, subject to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not following: Each Sublicensee, including an Affiliate extended rights hereunder pursuant to Section 2.2, must agree in writing to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers bound, for the benefit of sublicense are grantedLicensor, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to by the terms and conditions of this Agreementthe following Sections of these Terms and Conditions: 2.1(b), 2.3, 2.4, 3.4 (to the extent applicable to the Sublicensee or sub-sublicensee), 4, 5, 6, 7.5, 8, 9, 10, 12, 13, 14, 16, 17, and 18 (for notice to Licensor). Corvus shall provide To the extent that Licensee permits a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] grant further sub-tier sub-sublicense agreements, then each such sub-sublicensee shall be considered a “Sublicensee” under the Agreement and must also agree in writing to be bound, for the benefit of its execution. 2.2.2 In Licensor, by the above-referenced Sections. Each such Sublicense Agreement shall indicate that Licensor is a third party beneficiary of the terms and conditions required by Section 2.3(a), and is entitled to enforce the same. Survival or not of Sublicensee rights in the event of termination of this Agreement: the Agreement shall be governed by Section 7.5(b) below. Licensee shall (aand to the extent a Sublicensee is authorized by Licensor to grant further sublicenses, such Sublicensee shall) by Corvus pursuant deliver to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) Licensor a true, with respect to any Vernalis Licensed Compound or Licensed Productcomplete, any sublicense and correct copy of each Sublicense Agreement granted by Corvus pursuant Licensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement, including an English translation if the Sublicense Agreement is not written in English. All such copies shall be considered Confidential Information of Licensee under the Agreement. Licensor’s receipt of such Sublicense Agreement will not constitute a waiver of any of Licensor’s rights or Licensee’s obligations under the Agreement. Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Clause 2.2.1 shall automatically terminate; or Licensor for all of the Licensee’s duties and obligations contained in the Agreement, and 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 of the Agreement 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 obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the terms and conditions of the Agreement if such acts were performed by Licensee (b) by Vernalis pursuant a “Sublicensee Breach”). In the event of a Sublicensee Breach, and if after a reasonable opportunity to Clause 12.2.1 cure as provided in any such Sublicense Agreement (material not to exceed 30 days for a payment breach and 90 days for a non-payment breach), Clause 12.2.2 (challenge such Sublicensee fails to IP) or Clause 12.2.3 (insolvency)cure such Sublicensee Breach, Vernalis shall [***]. Any then the Licensee will terminate the Sublicense Agreement within 30 days thereafter unless Licensor agrees in writing that such [***]Sublicense Agreement need not be terminated.

Sublicensing. 2.2.1 Corvus 4.01 Upon written approval by PHS, which approval shall not be unreasonably withheld, Licensee may enter into sublicensing agreements under the Licensed Patent Rights or to the Biological Materials in the Exclusive Licensed Territory or in the Non-Exclusive Licensed Territory if in the latter instance said sublicensing agreement is intended to support expeditious development and commercialization of Licensed Product(s) and expeditious distribution in developing countries, and if said sublicense is associated with Licensee know-how and added value to the licensed technology. 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.01-5.04, 8.01, 10.01, 10.02, 12.05, and 13.07-13.09 and the obligations to Wyeth of Paragraph 12.05 of this Agreement shall be entitled binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense (including through multiple tiers) agreements. 4.03 Any sublicenses granted by Licensee shall provide for the rights granted termination of the sublicense, or the conversion to it a license directly between such sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Clause 2.1 above Article 13. Such conversion is subject to any person with similar or greater financial resources and expertise as CorvusPHS approval, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense withheld, and to which any further tiers contingent upon acceptance by the sublicensee of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions remaining provisions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus . 4.04 Licensee agrees to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject forward to the terms and conditions of this Agreement. Corvus shall provide PHS a copy of any each fully executed sublicense agreement executed postmarked within thirty (30) days of the execution of such agreement. To the extent permitted by Corvus or any Sublicensee law, PHS agrees to Vernalis within [***] of its executionmaintain each such sublicense agreement in confidence. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 8.1 LICENSEE shall be entitled have the exclusive right to sublicense (including through multiple tiers) the grant sublicenses to its rights granted to it under Clause 2.1 Article 3 above to any person with similar Sublicensees, to make, have made, use, market and sell Products designed and marketed solely for use in the Field of Use. 8.2 LICENSEE shall notify MICHIGAN of every sublicense agreement and each amendment thereto, within thirty (30) days after its execution, and provide a full copy of the agreement or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a amendment. 8.3 Any sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations granted by LICENSEE under this Agreement and Article 8 shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions provide for its termination upon termination of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted . 8.4 All sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement, and shall contain acknowledgments by the Sublicensee of MICHIGAN’s rights in the TECHNOLOGY and Licensed Patents, and the disclaimer of warranty and limitation on MICHIGAN’s liability, as provided by Article 12 below. Corvus All sublicenses shall also contain provisions under which the Sublicensee accepts duties which shall be at least equivalent to those accepted by the LICENSEE in the following paragraphs: 5.3 duty to keep records 12.4 duty to avoid improper representations or responsibilities 13.1 duty to defend, hold harmless, and indemnify MICHIGAN 13.3 duty to carry insurance (unless insurance on their behalf maintained by LICENSEE) 18 duty to restrict the use of MICHIGAN’s name 8.5 All sublicenses shall provide a copy of any sublicense agreement executed by Corvus or any for each Sublicensee to Vernalis within [***] of its executionpay taxes due, if any, in the same manner as set out in Paragraph 6.4 above, or shall provide that the Sublicensee will be responsible for such taxes should the sublicense be assigned to MICHIGAN. 2.2.2 In 8.6 All sublicenses shall provide the event of termination of this Agreement: (a) by Corvus pursuant right for LICENSEE to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect assign its rights under the sublicense to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]MICHIGAN.

Sublicensing. 2.2.1 Corvus 4.01 Upon written approval by OHSU, which approval will not be unreasonably withheld, LICENSEE may enter into sublicensing agreements for the Licensed Screening Patent Rights for the sole purpose of collaborating with the sublicensee in the discovery and development of Licensed Products or Screening Products in the Licensed Screening Patent Field of Use, provided that 4.01.1 each sublicense has a grant that is consistent with the terms of Paragraph 3.01.2 herein; 4.01.2 the earned royalty rates on Net Sales in each sublicense shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar same or greater financial resources and expertise than as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information set forth in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus Paragraph 6.03 herein; and 4.01.3 LICENSEE shall be responsible for payment of earned royalties to OHSU on Net Sales by sublicensees (i) as if such breach regardless of any remedy which either Net Sales were made by LICENSEE directly, and (aii) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject pursuant to the terms and conditions of this Agreement. Corvus . 4.02 LICENSEE agrees that any sublicenses granted by it shall provide that the obligations to OHSU of Paragraphs 5.01-5.02, 7.01, 9.01, 9.03, 12.05, and 13.05-13.07 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. LICENSEE further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.03 Any sublicenses granted by LICENSEE shall provide for the termination of the sublicense, or the conversion to a license directly between such sublicensees and OHSU, at the option of the sublicensee, upon termination of this Agreement under Article 13. Such conversion is subject to OHSU approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.04 LICENSEE agrees to forward to OHSU a copy of any each fully executed sublicense agreement executed by Corvus or any Sublicensee to Vernalis postmarked within [***] sixty (60) days of its executionthe execution of such agreement. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled 2.4.1 The license granted pursuant to Section 2.1 is sublicensable by Licensee 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 sublicense (including through multiple tiers) the rights granted to it Licensee under Clause 2.1 above this Agreement is subject to any person the following conditions: (a) Licensee may only grant sublicenses pursuant to a written sublicense agreement with similar or greater financial resources and expertise as Corvus, provided such person is [the Sublicensee; ***]*. If Corvus Licensor must receive written notice as soon as practicable following execution of any such sublicenses. Any further sublicenses granted by any Sublicensees (to the extent permitted hereunder) must comply with the provisions of this Section 2.4 ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (including Section 2.4.2) to the same extent as if Licensee granted such sublicense directly. (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. (c) 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 the ReGenX Licensors. The copy of the sublicense may be redacted to exclude confidential information of the applicable Sublicensee, but such copy shall not be redacted to the extent that it impairs Licensor’s (or the ReGenX Licensors’) ability to ensure compliance with this Agreement; provided that, if either of the ReGenX Licensors requires a Sublicensee wishes to grant complete, unredacted copy of the sublicense, Licensee shall provide such complete, unredacted copy. (e) Licensee’s execution of a sublicense to agreement will not relieve Licensee of any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement Agreement. Licensee is and shall cause each Sublicensee to comply with the applicable [remain ***] Certain information * to Licensor for all of Licensee’s duties and obligations contained in this document has been omitted Agreement and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions for any act or omission of an Affiliate or Sublicensee that would be a breach of this Agreement. If the acts Agreement if performed or omissions of any Sublicensee cause Corvus omitted by Licensee, and Licensee will be deemed to be in breach of this Agreement, Corvus shall be responsible for Agreement as a result of such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee act or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionomission. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall be entitled to include prior review of any sublicense (including through multiple tiers) agreement by the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources NIH and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed), the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. Any person NIH Patent License Agreement--Exclusive Model 10-2005 (updated 8-2012) Page 4 of 28 Final Lion Biotechnologies, Inc. February 2, 2015 03424-0001 266291.2 4.2 The Licensee agrees that any sublicenses shall provide that the obligations to which Corvus grants the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 of this Agreement shall be binding upon the sublicensee as if it were a sublicense and to which any further tiers of sublicense are granted, each pursuant party to this Clause 2.2.1Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, shall be or the conversion to a “Sublicensee”. In license directly between the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1sublicensees and the NIH, Corvus shall remain responsible for all at the option of its obligations under the sublicensee, upon termination of this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commissionunder Article 13. Confidential treatment has been requested with respect This conversion is subject to the omitted portionsNIH approval, which will not be unreasonably denied or delayed. terms and conditions contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. If . 4.4 The Licensee agrees to forward to the acts or omissions NIH a complete copy of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either each fully executed sublicense agreement postmarked within thirty (a30) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach days of the sublicenseexecution of the agreement. Any such To the extent permitted sublicenses shall be consistent with and expressly made subject by law, the NIH agrees to the terms and conditions of this Agreement. Corvus shall provide a copy of any maintain each sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionin confidence. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval by PHS, Licensee and any sublicensees of Licensed Patent Rights under this Agreement may enter into sublicensing agreements under the Licensed 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 be entitled provide written notice to sublicense (including through multiple tiers) PHS in the rights granted to it under Clause 2.1 above to event Licensee or any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes sublicensee desires to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not a third party to be unreasonably withheld develop or delayed). Any person to which Corvus grants commercialize a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”Licensed Product. In the event that Corvus grants one 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 more sublicenses pursuant any sublicensee shall provide that the obligations to Clause 2.2.1PHS of paragraphs 5.1-5.4, Corvus shall remain responsible for all 8.1, 10.1, 10.2, 12.5 and 13.7-13.10 of its obligations under this Agreement and shall cause each Sublicensee be binding upon the sublicensee as if it were a party to comply with the applicable this Agreement. Licensee further agrees to provide copies of these Paragraphs to all sublicense agreements. A-343-2009 PHS Patent License Agreement—Exclusive Model 10-2005 (updated 4-2010) Page 5 of 28 [Final] [GlobeImmune, Inc] [August 19, 2011] [***] = Certain confidential information contained in this document has been omitted and document, marked by brackets, is filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 4.3 With respect to the omitted portionsrights 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. terms This conversion is subject to PHS approval and conditions contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreement entered into by Licensee or any sublicensee, postmarked within thirty (30) days of the execution of such agreement. If To the acts extent permitted by law, PHS 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 omissions by a sublicensee of any Sublicensee cause Corvus Licensee to an Affiliate of the sublicensee, and that such a grant will not be in breach a “sublicense” for purposes of this AgreementAgreement (including, Corvus for example, for purposes of triggering payments of sublicensing royalties pursuant to Appendix C). Licensee shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions this Agreement by an Affiliate of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionLicensee. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.01 Upon written approval by OHSU, which approval will not be unreasonably withheld, Licensee may enter into sublicensing agreements under the Licensed Patent Rights. 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to OHSU of Paragraphs 5.01, 5.02, 8.01, 10.01, 10.02, 12.01-12.05, and 13.01-13.10 of this Agreement shall be entitled binding upon any sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense (including through multiple tiers) agreements. 4.03 Licensee shall have the rights right to enter into sub-licensing arrangements for the rights, privileges and licenses granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]hereunder. If Corvus or a Sublicensee wishes Any sublicensee shall have the right to grant a sublicense further sublicenses as necessary to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under any sublicense agreement with Licensee, provided that there be no dilution of the royalties due to OHSU under Paragraph 6.02, 6.03, and 6.04. Any further sublicensee will have no right to grant further sublicenses. 4.04 Any sublicenses granted by Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between such sublicensees and OHSU, at the option of the sublicensee, upon termination of this Agreement and shall cause each Sublicensee to comply under Article 13, provided that, at the time of the election of such conversion, such sublicensee is not in material breach of its sublicense agreement with Licensee. Such conversion is contingent upon acceptance by the applicable [***] Certain information in this document has been omitted and filed separately with sublicensee of the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions provisions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus . 4.05 Licensee agrees to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject forward to the terms and conditions of this Agreement. Corvus shall provide OHSU a copy of any each fully executed sublicense agreement executed by Corvus postmarked within thirty (30) days of the execution of such agreement, provided that Licensee may, in its sole discretion, redact from such copy technical information that does not relate to Licensed Patent Rights, and economic or any Sublicensee competitive terms that do not relate to Vernalis within [***] consideration paid for, or other financial obligations relating to, the grant of its executionthe sublicense under the Licensed Patent Rights. 2.2.2 4.06 In the event of a default under Article 13 hereunder, all portions relating to this Agreement of any payments then or thereafter due to Licensee from each of its sublicensees shall, to the extent not yet paid to Licensee as of the effective date of any termination by OHSU due to such uncured default, upon notice from OHSU to any such sublicensee, become owed directly to OHSU for the account of Licensee; provided that OHSU shall remit to Licensee the amount by which such payments in the aggregate exceed the total owed by Licensee to OHSU. 4.07 Even if Licensee enters into sublicenses, Licensee remains primarily liable to OHSU for all of Licensee’s duties and obligations contained in this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall be entitled to include prior review of any sublicense (including through multiple tiers) agreement by the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources NIH and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed), the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. Any person NIH Patent License Agreement--Exclusive Model 10-2005 (updated 8-2012) Page 4 of 28 Final Lion Biotechnologies, Inc. February 2, 2015 4.2 The Licensee agrees that any sublicenses shall provide that the obligations to which Corvus grants the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 of this Agreement shall be binding upon the sublicensee as if it were a sublicense and to which any further tiers of sublicense are granted, each pursuant party to this Clause 2.2.1Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, shall be or the conversion to a “Sublicensee”. In license directly between the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1sublicensees and the NIH, Corvus shall remain responsible for all at the option of its obligations under the sublicensee, upon termination of this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commissionunder Article 13. Confidential treatment has been requested with respect This conversion is subject to the omitted portionsNIH approval, which will not be unreasonably denied or delayed. terms and conditions contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. If . 4.4 The Licensee agrees to forward to the acts or omissions NIH a complete copy of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either each fully executed sublicense agreement postmarked within thirty (a30) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach days of the sublicenseexecution of the agreement. Any such To the extent permitted sublicenses shall be consistent with and expressly made subject by law, the NIH agrees to the terms and conditions of this Agreement. Corvus shall provide a copy of any maintain each sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionin confidence. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s include prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers review of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing Agreements under the Licensed Patent Rights. With respect to any Sublicensee to Vernalis proposed sublicense agreement, if the NIH does not provide the Licensee with written rejection thereof within [4*…***…] after the date the NIH receives a copy thereof from the Licensee, the NIH shall be deemed to have given its approval of its executionsuch sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. 2.2.2 In 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the event obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to NIH approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement:. (a) by Corvus pursuant 4.4 The Licensee agrees to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect forward to any Vernalis Licensed Compound or Licensed Product, any the NIH a copy of each fully executed sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall agreement postmarked within […***]…] of the execution of the Agreement. Any such To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence. 4.5 The Licensee’s right to grant sublicenses hereunder is further subject to the limitation that there shall not exist, at any time in any country, more than […***]…] sublicense then in effect for the Licensed Field of Use.

Sublicensing. 2.2.1 Corvus GSK shall be entitled have the right to sublicense grant sublicenses to (including through multiple tiersa) Affiliates and/or (b) Third Parties who receive a license to the Licensed Indications, to the license rights granted to it under Clause GSK in Section 2.1 above to any person with similar or greater financial resources and expertise as Corvusabove, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the following terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreementconditions: (a) by Corvus pursuant GSK may grant sublicenses to Clause 12.2.1 Affiliates and/or Third Parties: (material breachi) or Clause 12.3 for Exclusive Vaccines [**] provided that the Sublicensee will practice the Licensed Patent Rights and Licensed Technology only to the extent granted to GSK under this Agreement and GSK and the Sublicensee will comply with the remaining provisions of this Section 2.2. (termination at willii) , for Co- exclusive and Non- exclusive Vaccines [**] provided that the Sublicensee will practice the Licensed Patent Rights and Licensed Technology only in the applicable country and only to the extent granted to GSK under this Agreement; and that GSK and the Sublicensee will comply with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; orthe remaining provisions of this Section 2.2. (b) GSK and (i) each Affiliate Sublicensee will sign a side letter under which the Affiliate Sublicensee will agree to be bound by Vernalis pursuant the terms of this Agreement; and (ii) each Third Party Sublicensee shall enter into a written agreement subject to, consistent with, and not to Clause 12.2.1 extend beyond the scope of GSK’s rights and obligations under, and the terms and conditions of, this Agreement, which written sublicense agreement shall require the Third Party Sublicensee to agree to be bound by and comply with provisions that are consistent with the provisions of this Agreement. In addition, each such side letter or sublicense agreement shall require the Affiliate and/or Third Party Sublicensee, at the election of Antigenics MA (material breach), Clause 12.2.2 to be made by Antigenics MA upon notice from GSK at the time the side letter or sublicense agreement is entered into) to either (challenge to IPi) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such ] to [**] by the [**] and [**] of, and the [**] of [**] under, the [**] or (ii) [**] a [**] within a [**] after the [**] of the [**], pursuant to which the [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Sublicensing. 2.2.1 Corvus Takeda shall be entitled have the right to sublicense (including grant sublicenses through multiple tiers) tiers with respect to the rights granted licensed to it Takeda under Clause 2.1 above Section 6.1 to any person Affiliate of Takeda solely in accordance with similar or greater financial resources and expertise as Corvus, provided such person is [***]Sections 6.2.1 through 6.2.5. If Corvus or a Sublicensee wishes Takeda shall not have the right to grant a sublicense Sublicenses with respect to the rights licensed to Takeda under Section 6.1 to any person which does not meet Third Party without the above criteria then it shall not do so without Vernalis’s prior written consent (such consent of Orexigen, which shall not to be unreasonably withheld withheld, conditioned, or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one Orexigen consents to the grant of such a Sublicense, such Sublicense shall be granted solely in accordance with Sections 6.2.1 through 6.2.5: 6.2.1 such Sublicense shall refer to this Agreement and shall be subordinate to and consistent with the terms and conditions of this Agreement, and shall not limit either the ability of Takeda (individually or more sublicenses pursuant through the activities of its Sublicensee) to Clause 2.2.1, Corvus shall remain responsible for fully perform all of its obligations under this Agreement or Orexigen’s rights under this Agreement; 6.2.2 in such Sublicense, the Sublicensee shall agree in writing to be bound to Takeda by terms and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect conditions substantially similar to, or less favorable to the omitted portions. Sublicensee than, the corresponding terms and conditions of this Agreement. If ; 6.2.3 promptly after execution of the acts or omissions Sublicense, and specifically excluding any sublicenses granted to an Affiliate of any Sublicensee cause Corvus Takeda, Takeda shall provide a complete and correct copy of such Sublicense to be in breach Orexigen; 6.2.4 Takeda shall remain responsible for the performance of this AgreementAgreement and the performance of its Sublicensees hereunder, Corvus and shall be responsible for cause such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent to enable Takeda to comply with and expressly made subject to the all applicable terms and conditions of this Agreement. Corvus ; and 6.2.5 each Sublicense shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In terminate immediately upon the event of termination of this Agreement: Agreement (a) by Corvus pursuant to Clause 12.2.1 (material breach) in whole or Clause 12.3 (termination at will) , only with respect to any Vernalis Licensed Compound or Licensed Productthe rights that are subject to such Sublicense). For clarity, any references to Sublicense or Sublicensee in Sections 6.2.1 through 6.2.5 shall also mean sublicense granted by Corvus pursuant or sublicensee, as the case may, be with respect to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]Takeda’s Affiliates.

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is 4.1 [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet , the above criteria then it Licensee may enter into sublicensing agreements under the Licensed Patent Rights; provided that (a) the IC shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense review and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted within [***] following the receipt of Licensee’s notice therefor, (b) the IC shall [***] of the sublicense agreement, and filed separately with (c) if the Securities IC does [***] sublicensing agreement within the [***] period, the IC shall [***] sublicensing agreement and Exchange Commission. Confidential treatment has been requested with respect the Licensee shall have the right to enter into such sublicensing agreement. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the omitted portions. terms IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and conditions 13.8-13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement, to the extent applicable to the scope of the sublicense. If The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the acts Licensee shall provide for the termination of the sublicense, or omissions the conversion to a license directly between the sublicensees and the IC, at the option of any Sublicensee cause Corvus the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the IC approval (not to be in breach unreasonably withheld, conditioned, or delayed) and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against to the Sublicensee or (b) Corvus may have against extent applicable to the Sublicensee for breach scope of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject [***] NIH Patent License Agreement – Exclusive Model 10-2015 Page 7 of 29 [SentiBio] [7-20-2020] 4.4 The Licensee agrees to forward to the IC a complete copy (which may be redacted by Licensee to remove Licensee’s or any sublicensee’s confidential information and/or know-how, but not for any redaction of financial or commercial terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus necessary for review to ensure Licensee’s or any Sublicensee to Vernalis sublicensee’s compliance with its obligations under this Agreement) of each fully executed sublicense agreement postmarked within [***] of its execution. 2.2.2 In the event execution of termination of this Agreement: the agreement; provided that Licensee may redact any commercially sensitive information which is not necessary for the IC to confirm (a) by Corvus pursuant to Clause 12.2.1 (material breach) such sublicense agreement’s compliance with the terms of this Agreement or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) the sublicensing royalties due under this Agreement. To the extent permitted by Vernalis pursuant law, the IC agrees to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]maintain each sublicense agreement in confidence.

Sublicensing. 2.2.1 Corvus 4.01 Upon written approval by PHS, which approval will not be unreasonably withheld or delayed, LICENSEE may enter into sublicensing agreements under the LICENSED PATENT RIGHTS, provided that if LICENSEE has not received any written response from PHS within twenty (20) days of PHS's receipt of LICENSEE's written submission of a sublicense for approval, such approval shall be entitled deemed to have been given. 4.02 LICENSEE agrees that any sublicenses granted by it will provide that the obligations to PHS of Paragraphs 5.01-5.04, 8.01, 10.01, 12.05, and 13.06-13.07 of this AGREEMENT shall be binding upon the sublicense (including through multiple tiers) as if it were a Party to this AGREEMENT. LICENSEE further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.03 Any sublicenses granted by LICENSEE shall provide for the rights granted termination of the sublicense, or the conversion to it a license directly between such sublicenses and PHS, at the option of the sublicense, upon termination of this AGREEMENT under Clause 2.1 above Article 13. Such conversion is subject to any person with similar or greater financial resources and expertise as CorvusPHS approval, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent approval not to be unreasonably withheld or delayed). Any person to which Corvus grants a , and contingent upon acceptance by the sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions remaining provisions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus AGREEMENT. 4.04 LICENSEE agrees to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject forward to the terms and conditions of this Agreement. Corvus shall provide PHS a copy of any each fully executed sublicense agreement executed agreements postmarked within thirty (30) days of the execution of such agreements. To the extent permitted by Corvus or any Sublicensee law, PHS agrees to Vernalis within [***] of its executionmaintain each such sublicense agreements in confidence. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s include prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy review of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis the IC and which shall not be unreasonably withheld, the Licensee may enter into agreements granting and authorizing sublicenses under the Licensed Patent Rights; provided that if the IC does not provide a response within [***] of its executionreceiving such sublicense agreement, then the IC shall be deemed to have consented to such sublicense agreement. The Licensee may also exercise its rights and fulfill its obligations hereunder through one or more Affiliates, provided that Licensee shall be and remain responsible for the acts or omissions of its Affiliates hereunder. 2.2.2 In 4.2 The Licensee agrees that any sublicenses granted by it under the event Licensed Patent Rights to Sublicensees shall provide that obligations corresponding to the obligations of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 of this Agreement shall be binding upon the Sublicensee. The Licensee further agrees to attach copies of the obligations corresponding to these Paragraphs to (or otherwise include them in) all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the Sublicensees and the IC, at the option of the Sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to IC approval, which shall not be unreasonably withheld or delayed, contingent upon acceptance by the Sublicensee of the remaining provisions of this Agreement:. (a) by Corvus pursuant 4.4 The Licensee agrees to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) forward to the IC a complete copy of each fully executed agreement granting a sublicense under the Licensed Patent Rights, with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall postmarked within [***]] of the execution of the agreement. Any such [***]To the extent permitted by law, the IC agrees to maintain each sublicense agreement in confidence.

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s include prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy review of any sublicense agreement executed by Corvus or NIAID, and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. These sublicenses will not have a further right of sublicense and must be granted in accordance with the WHO C-TAP Development Plan as described in Appendix C. Sublicenses must also be issued by the Licensee without discrimination to any Sublicensee sublicensee with the demonstrated commitment, ability, and readiness to Vernalis within [***] of its executionuse the sublicense but in no instance shall a sublicense be issued for use in a country under Government sanction. 2.2.2 In 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the event obligations to the NIAID of Paragraphs 5.1, 5.2, 8.1, 10.1, 10.2, 12.6, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and NIAID, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIAID approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement:. 4.4 The Licensee agrees to forward to ▇▇▇▇▇ a complete copy of each fully executed sublicense agreement postmarked within thirty (a30) days of the execution of the agreement. To the extent permitted by Corvus pursuant law, the NIAID agrees to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any maintain each sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]agreement in confidence.

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense 4.1 The Licensee will not grant sublicenses (including through multiple tierscross-licenses) of the rights granted to it under Clause 2.1 above to Technology and any person with similar or greater financial resources and expertise as CorvusImprovements, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet without the above criteria then it shall not do so without Vernalis’s prior written consent (such consent of the Licensor, not to be unreasonably withheld or delayed). Any person withheld, subject to: (a) the Licensee providing the Licensor with a fully executed copy of such sublicense agreement within 14 days of execution; (b) the Sublicensee agreeing to which Corvus grants a sublicense indemnify the Licensor, UPNG and to which any further tiers of sublicense are granted, IND Agency in accordance with the indemnification provision set forth in Section 9.0 (except that each pursuant reference to this Clause 2.2.1, Agreement in Section 9.0 shall be a “amended to refer to the sublicense agreement for the purposes of such indemnity from the Sublicensee”. In ); (c) the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all sublicense agreement not interfering with the Licensee’s performance of its obligations under this Agreement and shall cause each Sublicensee to comply Agreement; and (d) the sublicense agreement not materially conflicting with the applicable [***] Certain information any terms in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In 4.2 Notwithstanding Section 4.1, the event of termination of this AgreementLicensor’s consent will not be required if: (a) by Corvus pursuant to Clause 12.2.1 the proposed Sublicensee has a market capitalization, or in the case of a private company, shareholders equity, of $1 billion (material breachCanadian funds) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminatemore; or (b) the Licensee has, prior to or at the time of granting such sublicense, conducted financing or other activities that have resulted in the receipt by Vernalis pursuant the Licensee of at least $10 million (Canadian funds). 4.3 With respect to Clause 12.2.1 any sublicense agreement requiring the Licensor’s consent under Section 4.1, the Licensee will provide the Licensor with a fully executed copy of such sublicense agreement within 14 days of it being signed by the Licensee and Sublicensee. 4.4 Any sublicense granted by the Licensee will be personal to the Sublicensee, and will not be assigned or sublicensed without the prior written consent of the Licensor, not to be unreasonably withheld, provided however that such sublicensed rights may be sub-sublicensed by the Sublicensee without the prior consent of the Licensor if such sub-sublicense and the parties thereto comply with the provisions of Sections 4.1 and 4.3 (material breachexcept that, for the purposes of this Section 4.4, each reference therein to a “sublicense” or “Sublicensee” shall be deemed to be a reference to a “sub-sublicense” or a “sub-sublicensee”, respectively). 4.5 Prior to the execution of any sublicense agreement and sub-sublicense agreement under this Article 4.0, Clause 12.2.2 the Licensee shall demonstrate to the Licensor that such sublicense and sub-sublicense, as the case may be, complies with the requirements set out in Section 4.1(b) (challenge except that, in respect of a sublicense, the indemnity will be by the “sublicensee” and in respect of a sub-sublicense, the indemnity will be by the “sub-sublicensee”, respectively) by providing a copy of such sublicense agreement and sub-sublicense agreement to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]Licensor prior to execution.

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s include prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy review of any sublicense agreement executed by Corvus or NIAID, and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. These sublicenses will not have a further right of sublicense and must be granted in accordance with the WHO C-TAP Development Plan as described in Appendix C. Sublicenses must also be issued by the Licensee without discrimination to any Sublicensee sublicensee with the demonstrated commitment, ability, and readiness to Vernalis within [***] of its executionuse the sublicense but in no instance shall a sublicense be issued for use in a country under Government sanction. 2.2.2 In 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the event obligations to the NIAID of Paragraphs 5.1, 5.2, 8.1, 10.1, 10.2, 12.6, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and NIAID, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIAID approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement:. 4.4 The Licensee agrees to forward to NIAID a complete copy of each fully executed sublicense agreement postmarked within thirty (a30) days of the execution of the agreement. To the extent permitted by Corvus pursuant law, the NIAID agrees to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any maintain each sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]agreement in confidence.

Sublicensing. 2.2.1 Corvus shall be entitled to Culturecom may sublicense (including through multiple tiers) the license rights granted to it Culturecom under Clause 2.1 above Sections 2.1, 3.1, 4.1, 4.2, 4.6, 4.7, 5.1 and 5.2 only to any person with similar or greater financial resources Culturecom Affiliates, TransChina and expertise as CorvusTransChina Affiliates; provided; that, provided in each instance, Culturecom has requested and obtained Transmeta’s approval, such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does approval not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayeddelayed (each, individually, an “Authorized Sublicensee” and, collectively, the “Authorized Sublicensees”). Any person to which Corvus grants ; provided, further, that Culturecom executes a written sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply agreement with the applicable [***] Certain information in this document has been omitted Authorized Sublicensee (the “Sublicense Agreement”) that protects Transmeta and filed separately with Transmeta’s intellectual property rights to at least the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to same degree as the terms and conditions of this Agreement. Corvus shall provide Without limiting the foregoing, the Sublicense Agreement must: (i) name Transmeta as an express third-party beneficiary thereunder with the right to enforce the terms of the Sublicense Agreement directly against the Authorized Sublicensee; and (ii) contain provisions that protect Transmeta’s Confidential Information in a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) manner that is consistent, in scope and extent, with respect to the provisions of Section 9 hereof. Culturecom will be jointly and severally liable with the Authorized Sublicensee for any Vernalis Licensed Compound or Licensed Productbreach by the Authorized Sublicensee of the terms of the Sublicense Agreement. As of the Closing Date, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminateTransmeta approves of the following as Authorized Sublicensees: Culturecom Holdings, Ltd., a Bermuda company; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach)TransChina, Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency)a Delaware corporation; and TransChina China Ltd., Vernalis shall [***]. Any such [***]a People’s Republic of China corporation.

Sublicensing. 2.2.1 Corvus shall be entitled 2.4.1 The license granted pursuant to Section 2.1 is sublicensable by Licensee 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 sublicense (including through multiple tiers) the rights granted to it Licensee under Clause 2.1 above this Agreement is subject to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to the following conditions: (a) Licensee may only grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1a written sublicense agreement with the Sublicensee. Licensor must receive written notice as soon as practicable following execution of any such sublicenses. Any further sublicenses granted by any Sublicensees (to the extent permitted hereunder) must comply with the provisions of this Section 2.4 (including Section 2.4.2) to the same extent as if Licensee granted such sublicense directly. (b) In each sublicense agreement, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each the Sublicensee must be required to comply with the all applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject 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 of this Agreement. Corvus shall provide a copy under such sublicense agreement. (c) The official language of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within shall be English. (d) Within [***] after entering into a sublicense, Licensor must receive a copy of its execution. 2.2.2 In the event sublicense written in the English language for Licensor’s records and to share with the REGENXBIO Licensors. The copy of termination the sublicense may be redacted to exclude confidential information of the applicable Sublicensee, but such copy shall not be redacted to the extent that it impairs Licensor’s (or the REGENXBIO Licensors’) ability to ensure compliance with this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) ; provided that, with respect to any Vernalis Licensed Compound or Licensed Productif either of the REGENXBIO Licensors requires a complete, any sublicense granted by Corvus pursuant to Clause 2.2.1 unredacted copy of the sublicense, Licensee shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach)provide such complete, Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]unredacted copy.

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the IC, which shall not be unreasonably withheld, conditioned or delayed , the Licensee will be entitled to grant sublicenses to Third Parties under the IC’s ownership interest in the Jointly Owned Licensed Patent Rights. Any such sublicense (including through multiple tiersshall be on terms and conditions consistent with the terms of this Agreement. 4.2 The Licensee agrees that any sublicense(s) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then by it shall not do so without Vernalisprovide that the obligations to the IC of Paragraphs 5.1-5.4, 8.1, 10.1 (to the extent applicable to the scope of the said particular sublicense), 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the Sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all of its sublicense agreements. 4.3 Any sublicense granted under the IC’s prior written consent ownership interest in the Jointly Owned Licensed Patent Rights by the Licensee shall provide for the termination of the sublicense or the conversion to a license directly between the Sublicensee and the IC, at the option of the Sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the IC approval (such consent not to be unreasonably withheld withheld, conditioned or delayed). Any person ) and contingent upon acceptance by the Sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the IC a complete copy of each fully executed sublicense agreement entered into by Licensee and its Sublicensee, postmarked within thirty (30) days of the execution of such agreement; provided that Licensee may redact any commercially sensitive information that does not materially affect the IC’s ability to confirm (a) the identity of the Sublicensee, and (b) any royalties which Corvus grants a sublicense and are or may be owed to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations IC under this Agreement Agreement, and shall cause each Sublicensee to comply (c) the Licensee’s compliance with the applicable [***] Certain information in this document has been omitted requirements of Paragraphs 4.2 and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions 4.3 of this Agreement. If To the acts or omissions of any Sublicensee cause Corvus extent permitted by law, the IC agrees to be in breach of this Agreement, Corvus shall be responsible for maintain each such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] in confidence. A-559-2022 CONFIDENTIALNIH Patent License Agreement--ExclusiveModel 10-2015 REV11-2020 Page 8 of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].31

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s include prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy review of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis the IC and which shall not be unreasonably withheld, the Licensee may enter into agreements granting and authorizing sublicenses under the Licensed Patent Rights; provided that if the IC does not provide a response within [***] business days of its executionreceiving such sublicense agreement, then the IC shall be deemed to have consented to such sublicense agreement. The Licensee may also exercise its rights and fulfill its obligations hereunder through one or more Affiliates, provided that Licensee shall be and remain responsible for the acts or omissions of its Affiliates hereunder. 2.2.2 In 4.2 The Licensee agrees that any sublicenses granted by it under the event Licensed Patent Rights to Sublicensees shall provide that obligations corresponding to the obligations of Paragraphs 5.1‑5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 of this Agreement shall be binding upon the Sublicensee. The Licensee further agrees to attach copies of the obligations corresponding to these Paragraphs to (or otherwise include them in) all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the Sublicensees and the IC upon termination of this Agreement under Article 13. This conversion is subject to IC approval and contingent upon acceptance by the Sublicensee of the remaining provisions of this Agreement:. (a) by Corvus pursuant 4.4 The Licensee agrees to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect forward to any Vernalis the IC a complete copy of each fully executed agreement granting a sublicense under the Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall Patent Rights postmarked within [***]] days of the execution of the agreement. Any such [***].To the extent permitted by law, the IC agrees to maintain each sublicense agreement in confidence. For the avoidance of doubt, the requirements in the first sentence of this Paragraph 4.4 shall not apply to agreements with Third Party Contractors under Paragraph 3.2

Sublicensing. 2.2.1 Corvus 4.01 OXIQUANT agrees that any sublicenses granted by it shall provide that the obligations to OHSU of Paragraphs 5.01, 5.02, 9.01, 11.01, 11.02, 13.01-13.03, 14.01-14.09, 15.01 and 17.08-17.11 of this Agreement shall be entitled to sublicense (including through multiple tiers) the rights granted to binding upon any sublicensee as if it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or were a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant party to this Clause 2.2.1Agreement. OXIQUANT further agrees to attach copies of these Paragraphs to all sublicense agreements. OXIQUANT further agrees that each sublicense shall contain a provision requiring sublicensee to provide reports to OXIQUANT sufficient to permit OXIQUANT to meet its obligations under Article 10 hereof. 4.02 OXIQUANT agrees to prohibit any sublicensee from further sublicensing, without the consent of OXIQUANT. 4.03 Any sublicenses granted by OXIQUANT shall provide for the termination of the sublicense, or the conversion to a license directly between such sublicensees and OHSU, at the option of the sublicensee, upon termination of this Agreement under Article 14. Such conversion is contingent upon acceptance by the sublicensee of the terms of this Agreement; provided, that each such conversion shall be upon substantially the same royalty rates as were in effect between OXIQUANT and the applicable sublicensee prior to conversion. 4.04 OXIQUANT agrees to forward to OHSU a “Sublicensee”. copy of each fully executed sublicense agreement postmarked within thirty (30) days of the execution of such agreement. 4.05 In the event of a default by OXIQUANT under Article 14 hereunder that Corvus grants one or more sublicenses is not cured pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus all payments then or thereafter due to OXIQUANT from each of its sublicensees shall, upon notice from OHSU to any such sublicensee, become owed directly to OHSU for the account of OXIQUANT; provided that OHSU shall be responsible for remit to OXIQUANT the amount by which such breach regardless of any remedy which either (a) Vernalis may have against payments in the Sublicensee or (b) Corvus may have against aggregate exceed the Sublicensee for breach total amount owed by OXIQUANT to OHSU. Upon cure of the sublicense. Any such permitted sublicenses shall be consistent applicable default by OXIQUANT in accordance with and expressly made subject to the terms and conditions of this Agreement. Corvus , such direct payment from sublicensee to OHSU shall provide a copy cease, and OXIQUANT shall receive payment from the sublicensee pursuant to the terms of any the sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionbetween OXIQUANT and such sublicensee. 2.2.2 In the event 4.06 If OXIQUANT enters into sublicenses, OXIQUANT remains primarily liable to OHSU for all of termination of OXIQUANT’s duties and obligations contained in this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus Except as otherwise provided in this Section 4.1.3, AstraZeneca shall be entitled have the right to sublicense (including through multiple tiers) grant sublicenses under the rights granted in Section 4.1.1 through multiple tiers of Sublicensees; provided that: (a) any such sublicense is consistent with and subject to it the terms of this Agreement (including this Article 4) and shall terminate automatically upon termination of the corresponding license hereunder; (b) AstraZeneca shall provide written notice to Targacept of any such sublicense and provide copies to Targacept (and, in the case of a sublicense to Targacept Technology licensed by USFRF to Targacept under Clause 2.1 above the USFRF Agreement, to USFRF) of each such sublicense (with confidential and financial information redacted) promptly after the execution thereof; and (c) AstraZeneca shall not be relieved of its obligations pursuant to this Agreement as a result of such sublicense except to the extent satisfactorily performed by such Sublicensee. Notwithstanding the foregoing or any person with similar or greater financial resources other provision of this Agreement, except as provided in Section 7.12.1(d) and expertise as Corvusexcept for sublicenses granted to Affiliates of AstraZeneca, provided such person is [neither AstraZeneca nor any Sublicensee shall have the right to grant sublicenses under any of the rights and licenses granted in Section 4.1.1 in ***]***** without ********. If Corvus or a Sublicensee wishes For clarity, if AstraZeneca otherwise has the right to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1Section 4.1.3, AstraZeneca shall be a “Sublicensee”. In have the event that Corvus grants one or more right, without the consent of USFRF, to grant sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all through multiple tiers of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Sublicensees with respect to the omitted portions. terms and conditions of this Targacept Technology licensed by USFRF to Targacept under the USFRF Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.01 Upon written approval by OHSU, which approval will not be unreasonably withheld, Licensee may enter into sublicensing agreements under the Licensed Patent Rights. 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to OHSU of Paragraphs 5.01, 5.02, 8.01, 10.01, 10.02, 12.01-12.05, and 13.01-13.10 of this Agreement shall be entitled binding upon any sublicensee as if it were a party to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.03 Licensee agrees to prohibit any sublicensee from further sublicensing. 4.04 Any sublicenses granted by Licensee shall provide for the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach termination of the sublicense, or the conversion to a license directly between such sublicensees and OHSU, at the option of the sublicensee, upon termination of this Agreement under Article 13. Any such permitted sublicenses shall be consistent with and expressly made Such conversion is subject to OHSU approval and contingent upon acceptance by the terms and conditions sublicensee of any remaining provisions of this Agreement. Corvus shall provide Agreement required by OHSU. 4.05 Licensee agrees to forward to OHSU a copy of any each fully executed sublicense agreement executed by Corvus or any Sublicensee to Vernalis postmarked within [***] thirty (30) days of its executionthe execution of such agreement. 2.2.2 4.06 In the event of termination a default under Article 13 hereunder, all payments then or thereafter due to Licensee from each of its sublicensees shall, upon notice from OHSU to any such sublicensee, become owed directly to OHSU for the account of Licensee; provided that OHSU shall remit to Licensee the amount by which such payments in the aggregate exceed the total amount owed by Licensee to OHSU. 4.07 Even if Licensee enters into sublicenses, Licensee remains primarily liable to OHSU for all of Licensee’s duties and obligations contained in this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 6.1 LICENSEE shall notify DUKE in writing of every sublicense agreement and each amendment thereto within thirty days after their execution, and indicate the name of the SUBLICENSEE, the territory of the sublicense, the scope of the sublicense, and the nature, timing and amounts of all fees and royalties to be entitled paid thereunder, and whether or not the SUBLICENSEE has greater or fewer than 500 employees. Upon request, LICENSEE shall provide DUKE with a copy of sublicense agreements, which LICENSEE may redact in its reasonable discretion to sublicense (including through multiple tiers) protect the rights granted confidentiality of any SUBLICENSEE’s proprietary or confidential information that is not necessary for DUKE to it under Clause 2.1 above to any person determine compliance with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it this Agreement. 6.2 LICENSEE shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a receive from SUBLICENSEES anything of value other than cash payments in consideration for any sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus without the express prior written permission of DUKE. 6.3 LICENSEE shall be responsible for such breach regardless of any remedy which either require that all sublicenses: (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall not be consistent inconsistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy ; (b) contain the SUBLICENSEE’S acknowledgment of any sublicense agreement executed the disclaimer of warranty and limitation on DUKE and NCI's liability, as provided by Corvus or any Sublicensee Article 9 below; and (c) contain provisions under which the SUBLICENSEE accepts duties at least equivalent to Vernalis within [***] those accepted by the LICENSEE in the following Paragraphs: 4.4 (duty to keep records), 10.1 (duty to defend, hold harmless, and indemnify DUKE and NCI), 10.3 (duty to maintain insurance), 2.4 (duty to properly mark LICENSED PRODUCTS with patent notices), and 15.5 (duty to restrict the use of its executionDUKE and NCI's name). 2.2.2 In the event of 6.4 Upon termination of this Agreement: , any sublicenses granted by LICENSEE under the PATENT RIGHTS shall, to the extent provided in such sublicense, remain in effect and be deemed to have been assigned by LICENSEE to DUKE immediately prior to such termination provided that: (a) by Corvus pursuant the sublicensing agreement requires the SUBLICENSEE to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , thereafter pay DUKE any consideration that would have been due to LICENSEE with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense the rights granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or under this Agreement and (b) by Vernalis pursuant LICENSEE remains responsible for all other obligations thereunder to Clause 12.2.1 (material breach)the extent applicable to LICENSEE and in excess of DUKE’s obligations under this Agreement. If any terms of such sublicense agreements fail to comply with the requirements of Article 6 herein relating to sublicensing, Clause 12.2.2 (challenge or are otherwise inconsistent with this Agreement, and DUKE provides notice thereof to IP) or Clause 12.2.3 (insolvency)SUBLICENSEE such terms will be renegotiated between DUKE and the SUBLICENSEE; provided, Vernalis shall [***]such sublicense will remain in effect pending resolution and mutual agreement upon of such renegotiated terms. Any such [***]sublicense executed by LICENSEE must contain language to implement this Paragraph 6.4 in order for any SUBLICENSEE to enjoy the benefits of this Paragraph 6.4.

Sublicensing. 2.2.1 Corvus BSP shall have the right to grant sublicenses to Affiliates and to Third Parties with respect to the rights licensed to BSP under Section 5.1; provided that any Sublicenses to Third Parties shall be entitled subject to sublicense (including Sections 5.2.1 through multiple tiers) 5.2.6: 5.2.1 such Sublicense shall refer to this Agreement and shall be subordinate to and consistent with the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources terms and expertise as Corvusconditions of this Agreement, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it and shall not do so without Vernalis’s prior written consent limit the ability of BSP (such consent not individually or through the activities of its Sublicensee) to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for fully perform all of its obligations under this Agreement or OncoMed’s rights under this Agreement; 5.2.2 [***]; 5.2.3 BSP shall remain responsible for the performance of this Agreement and the performance of its Sublicensees hereunder, and shall cause each such Sublicensee to enable BSP to comply with all applicable terms and conditions of this Agreement; 5.2.4 each Sublicense shall terminate immediately upon the applicable termination of this Agreement (in whole or only with respect to the rights that are subject to such Sublicense); however, OncoMed shall have the obligation to license each Sublicensee, at Sublicensee’s option, on substantially similar terms to those granted in such Sublicensee’s respective Sublicense, provided that such Sublicense has not been terminated for such Sublicensee’s breach or insolvency, such Sublicensee is otherwise performing activities in a [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. manner consistent with this Agreement, and the terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be Sublicense agreement are consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus ; and 5.2.5 such Sublicensees shall provide have the right to grant further Sublicenses of same or lesser scope as its sublicense from BSP under the grants contained in Section 5.1 (the other party to such further sublicense also being a copy “Sublicensee”), provided that such further Sublicenses shall be in accordance with and subject to all of any sublicense agreement executed by Corvus or any the terms and conditions of this Section 5.2 (i.e., such Sublicensee shall be subject to Vernalis within [***] of its executionthis Section 5.2 in the same manner and to the same extent as BSP). 2.2.2 In 5.2.6 For purposes of clarity, where BSP retains a Third Party contractor to perform any activity permitted under this Agreement as provided in Section 2.3.9, where such activity is to be performed at the event direction and control and for the sole benefit of termination BSP under any of BSP’s have made, have used, have sold, have offered for sale or have imported rights granted herein, such retention of the Third Party contractor is not a Sublicense within the meaning of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense Section 5.2 but is considered an activity of BSP under the license granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]in Section 5.1.

Sublicensing. 2.2.1 Corvus The license contained in Section 2.1(a) includes the right to grant sublicenses in the PV Field only to Third Parties other than TISICS Competitors (each Third Party sublicensee, a “ESLR1 Sublicensee”), provided that ESLR1 shall remain responsible for the performance of the ESLR1 Sublicensees hereunder and any such sublicense granted by ESLR1 shall be entitled pursuant to sublicense (including through multiple tiers) a written agreement that is at least as protective of TISICS, with respect to the rights granted license contained in Section 2.1(a), as this Agreement and provided that TISICS has consented to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvusthe granting of such sublicense, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed, provided further that ESLR1 may grant Evergreen and Evergreen’s Affiliates a sublicense without TISICS’ consent or any requirement of a written agreement (but subject to prior written notice of such sub-license being given to TISICS). Any person ESLR1 Sublicensees shall not have the right to which Corvus grants a sublicense and to which grant any further tiers sublicenses under any such sublicense granted by ESLR1. The terms of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for agreement with ESLR1 Sublicensees will expressly prohibit in writing all of its obligations ESLR1 Sublicensees from exercising the license grant contained in Section 2.1(a) (but not any other sublicenses such ESLR1 Sublicensee may be granted, for example, under this the Composite Field License Agreement and shall cause each Sublicensee or Other Fields License Agreement) outside the PV Field. Subject to comply with Section 2.5, any purchaser of SiC Fiber in the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach PV Field shall, by operation of this Agreement, Corvus shall be responsible receive the right to sell, offer for sale, resell, offer for resale, import and otherwise use such breach regardless of any remedy which either (a) Vernalis may have against SiC Fiber in the Sublicensee or (b) Corvus may have against the Sublicensee for breach PV Field by operation of the sublicense. Any such permitted patent exhaustion/first sale doctrine, but otherwise shall receive no licenses, sublicenses shall be consistent with and expressly made subject to or other rights under the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed TISICS IP by Corvus or any Sublicensee to Vernalis within [***] virtue of its executionpurchase of SiC Fiber in the PV Field from ESLR1 or a ESLR1 Sublicensee. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall 8.3.1 Prior to granting a Sublicense of the license granted in Section 8.1, Ultragenyx will inform Solid of its intent to grant a Sublicense, the Parties will discuss the same through the JSC and Ultragenyx will reasonably consider Solid’s input with respect to the grant of any such Sublicense. 8.3.2 Each such Sublicense will be entitled consistent with, the terms of this Agreement and any applicable In-License Agreement and will require such Sublicensee to sublicense (including through multiple tiers) comply with all applicable terms of this Agreement and any applicable In-License Agreement. Ultragenyx will remain responsible for the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is performance of its Sublicensees. Within [**] after entering into a Sublicense with a Sublicensee, Ultragenyx will provide Solid with a copy of such Sublicense (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 8.3). For the avoidance of doubt, Ultragenyx will have no obligation to provide Solid with any copy of any Subcontractor agreement; provided, however, that each Subcontractor agreement will contain a requirement that the Subcontractor comply with commercially reasonable obligations of confidentiality and non-use provisions with respect to Solid’s Confidential Information. Each Sublicense will contain the following provisions: [**]. 8.3.3 Notwithstanding the foregoing, unless and until the receipt by Solid of a written agreement from an Institution to permit further sublicensing (as applicable) with respect to the Licensed Patents that are the subject of the relevant Existing In-License Agreement, Ultragenyx shall not have the right to grant any Sublicense (other than to Affiliates of such Party and other than as may be agreed in writing by the applicable Institution(s), in each case subject to all restrictions on the granting of Sublicenses herein) under such Licensed Patents. In the event and to the extent that an agreement from an Institution permitting further sublicensing to a Third Party is not obtained, then, upon Ultragenyx’s request, Solid shall promptly grant, without further consideration, a direct license to the applicable Third Party as Ultragenyx directs, as and to the extent permitted under Solid’s obligations to the applicable Institution, and provided that such direct license is within the scope of Ultragenyx’s licenses granted under Section 8.1, and provided, further, [**]. If Corvus or Solid will keep Ultragenyx informed regarding the negotiation of a Sublicensee wishes license agreement under this Section 8.3.3 and will consider in good faith Ultragenyx’s reasonable and timely requests and suggestions regarding such agreement. Solid will provide to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers Ultragenyx an unredacted copy of sublicense are granted, each license agreement entered into pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis Section 8.3.3 within [***] of its executionfollowing the execution thereof. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject 4.1 Subject to the terms and conditions of this Agreement. Corvus , including Paragraphs 4.2-4.5, the IC hereby grants Licensee the right to grant sublicenses. 4.2 Upon written approval, which shall provide a copy include prior review of any sublicense agreement executed by Corvus the IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements that grant rights under the Licensed Patent Rights, provided that the Licensed Patent Rights are sublicensed together with other patent rights, or any Sublicensee to Vernalis within [***] of its executionproprietary technology that is owned or controlled by Licensee. 2.2.2 In 4.3 The Licensee agrees that any sublicenses granted by it shall provide that the event obligations to the IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.9-13.11 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.4 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement:. 4.5 The Licensee agrees to forward to the IC a complete copy of each fully executed sublicense agreement postmarked within thirty (a30) days of the execution of the agreement. To the extent permitted by Corvus pursuant law, the IC agrees to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any maintain each sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall agreement in confidence. CONFIDENTIALNIH Patent License Agreement--ExclusiveModel 10-2015 Page 6 of 33 [***Final] [Connectyx] [January 2021]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s include prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy review of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis the IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. IC shall provide its response within [***] thirty (30) days as of its executionthe written request made by the Licensee. A lack of response from the IC within thirty (30) days of receipt of said written request by the IC shall be deemed an approval by the IC. 2.2.2 In 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the event obligations to the IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement:. 4.4 The Licensee agrees to forward to the IC a complete copy of each fully executed sublicense agreement postmarked within thirty (a30) days of the execution of the agreement. To the extent permitted by Corvus pursuant law, the IC agrees to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any maintain each sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]agreement in confidence. Any such [***]A-034-2016 NIH Patent License Agreement—Exclusive PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval by NIH, Licensee and any sublicensees of Licensed Patent Rights under this Agreement may enter into sublicensing agreements under the Licensed 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, NIH agrees that modification of the terms of this Agreement will not be a condition for approval by NIH for Licensee or any third party sublicensee to enter into sublicensing agreements. Licensee shall be entitled provide written notice to sublicense (including through multiple tiers) NIH in the rights granted to it under Clause 2.1 above to event Licensee or any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes sublicensee desires to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not a third party to be unreasonably withheld develop or delayed). Any person to which Corvus grants commercialize a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”Licensed Product. In the event that Corvus grants one NIH does not provide a written objection to Licensee within ten (10) business days after receiving notice under the preceding sentence, NIH 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 more sublicenses pursuant any sublicensee shall provide that the obligations to Clause 2.2.1PHS of paragraphs 5.1-5.4, Corvus shall remain responsible for all 8.1, 10.1, 10.2, 12.5 and 13.7-13.10 of its obligations under 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, any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and shall cause the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS a complete copy of each Sublicensee fully executed sublicense agreement entered into by Licensee or any sublicensee, postmarked within thirty (30) days of the execution of such agreement. To the extent permitted by law, PHS agrees to comply with the applicable maintain each such sublicense agreement in confidence. A-360-2014 NIH Patent License Agreement--Exclusive Model 10-2005 (updated 8-2012) Page 3 of 21 [GlobeImmune, Inc.] [***] = Certain confidential information contained in this document document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 4.5 Notwithstanding the foregoing, NIH agrees that the conditions of Paragraphs 4.1, 4.3 and 4.4 will not apply to the omitted portions. terms granting of rights under the Licensed Patent Right by Licensee to an Affiliate of Licensee, or by a sublicensee of Licensee to an Affiliate of the sublicensee, and conditions that such a grant will not be a “sublicense” for purposes of this AgreementAgreement [*]. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus Licensee shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions this Agreement by an Affiliate of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionLicensee. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall include prior review of any sublicense agreement by PHS and which shall not be unreasonably withheld, Licensee may enter into sublicensing agreements under the Licensed Patent Rights subject to the terms set forth in this Article 4. PHS shall review the sublicense [***] from the date of receipt by PHS. Otherwise, the approval of PHS shall be entitled considered reached. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 of this Agreement, as such provisions relate to sublicensees, shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 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, not to be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreement postmarked within thirty (including through multiple tiers30) days of the rights granted execution of the agreement. To the extent permitted by law, PHS agrees to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is maintain each sublicense agreement in confidence. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed)A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted Text Omitted and filed separately with the Securities Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].230.406

Sublicensing. 2.2.1 Corvus shall be entitled to 4.01 LICENSEE may sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvusin Section 3.01, provided that such person is [***]. If Corvus or a Sublicensee wishes sublicenses shall be at least as favorable to grant a sublicense to CHOP as the present AGREEMENT. 4.02 LICENSEE agrees that any person which does not meet the above criteria then sublicenses granted by it shall not do so without Vernalis’s prior written consent (such consent not provide that the obligations to CHOP of this AGREEMENT shall be unreasonably withheld or delayed). Any person to which Corvus grants binding upon the SUBLICENSEE as if it were a sublicense and to which any further tiers of sublicense are granted, each pursuant party to this Clause 2.2.1, shall be a “Sublicensee”AGREEMENT. In the event that Corvus grants one or more sublicenses pursuant LICENSEE further agrees to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions attach copies of this AgreementAGREEMENT to all sublicense AGREEMENTS. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus LICENSEE shall be responsible for such breach regardless the operations of any remedy which either (a) Vernalis may have against SUBLICENSEE relevant to this AGREEMENT as if such operations were carried out by LICENSEE itself, including, without limitation, the Sublicensee payment of royalties or (b) Corvus may have against other payments hereunder. 4.03 Any sublicenses granted by LICENSEE under Section 4.01 shall provide for the Sublicensee for breach termination of the sublicense. Any , or the conversion to a license directly between such permitted sublicenses shall be consistent with SUBLICENSEES and expressly made subject to CHOP, at the terms and conditions option of CHOP upon termination of this Agreement. Corvus shall provide AGREEMENT under Article 14. 4.04 LICENSEE agrees to forward to CHOP a copy of any each fully executed sublicense agreement executed under Section 4.01 postmarked within thirty (30) days of the execution of such agreement provided that LICENSEE may redact from such copy any information that is not relevant to this AGREEMENT. To the extent permitted by Corvus or any Sublicensee law, CHOP agrees to Vernalis within maintain [***] of its execution= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s include prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers review of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any Sublicensee to Vernalis proposed sublicense agreement, if the NIH does not provide the Licensee with written rejection thereof within […***…] after the date the NIH receives a copy thereof from the Licensee, the NIH shall be deemed to have given its approval of its executionsuch sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. 2.2.2 In 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the event obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to A-265-2013 NIH Patent License Agreement - Exclusive NIH approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement:. (a) by Corvus pursuant 4.4 The Licensee agrees to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect forward to any Vernalis Licensed Compound or Licensed Product, any the NIH a copy of each fully executed sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall agreement postmarked within […***]…] of the execution of the agreement. Any such To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence. 4.5 The Licensee’s right to grant sublicenses hereunder is further subject to the limitation that there shall not exist, at any time in any country, more than […***]…] sublicense then in effect for the Licensed Field of Use.

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall include prior review of any Sublicense agreement by the NIAID and which shall not be unreasonably withheld, the Licensee may enter into Sublicense agreements under the Licensed Patent Rights only when it concurrently licenses proprietary or in-licensed intellectual property rights. For the avoidance of doubt, the Licensee does not have the right to solely Sublicense the Licensed Patent Rights. 4.2 The Licensee agrees that any Sublicense granted by it shall provide that the obligations to the NIAID of Paragraphs 5.1, 5.2, 8.1-8.4, 10.1, 10.3, 12.5, and 13.8-13.9 of this Amended and Restated Agreement shall be entitled to sublicense (including through multiple tiers) binding upon the rights granted to sublicensee as if it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or were a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant party to this Clause 2.2.1, shall be a “Sublicensee”Amended and Restated Agreement. The Licensee further agrees to attach copies of these Paragraphs to all Sublicense agreements. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under a conflict between the terms of this Amended and Restated Agreement and any Sublicense to the Licensed Patent Rights, the terms of this Amended and Restated Agreement shall cause each Sublicensee to comply with the applicable control. CONFIDENTIAL [***] Certain information in this document has been omitted Based on Patent License Non-Exclusive Sublicensable Agreement Model EXECUTION VERSION 4.3 Any Sublicense granted by the Licensee shall provide for the termination of such Sublicense, or the conversion to a license directly between the grantee of such Sublicense and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to NIAID, at the omitted portions. terms and conditions option of the sublicensee, upon termination of this AgreementAmended and Restated Agreement under Article 13. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made This conversion is subject to the terms NIAID approval and conditions contingent upon acceptance by the sublicensee of the remaining provisions of this Amended and Restated Agreement. Corvus shall provide . 4.4 Licensee agrees to forward to the NIAID a complete, copy of any sublicense each fully executed Sublicense agreement executed by Corvus or any Sublicensee to Vernalis postmarked within [***] days of its executionthe execution of such Sublicense agreement. To the extent permitted by law, the NIAID agrees to maintain each Sublicense agreement in confidence. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled 2.5.1 The license granted pursuant to sublicense Section 2.1 and, if applicable, Section 2.2.2, is sublicensable by Licensee to any Affiliates or Third Parties (including through multiple tiers) ); provided that any such sublicense must comply with the rights provisions of this Section 2.5 (including Section 2.5.2). 2.5.2 The right to sublicense granted to it Licensee under Clause 2.1 above this Agreement is subject to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to the following conditions: (a) Licensee may only grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1a written sublicense agreement with the Sublicensee. Licensor must receive written notice as soon as practicable following execution of any such sublicenses. Any further sublicenses granted by any Sublicensees (to the extent permitted hereunder) must comply with the provisions of this Section 2.5 (including Section 2.5.2) to the same extent as if Licensee granted such sublicense directly. (b) In each sublicense agreement, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each the Sublicensee must be required to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy 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. (c) The official language of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionshall be English. 2.2.2 In (d) Within * * * after entering into a sublicense, Licensor must receive a copy of the event sublicense written in the English language for Licensor’s records and to share with the REGENXBIO Licensors. The copy of termination the sublicense may be redacted to exclude confidential information of the applicable Sublicensee, but such copy shall not be redacted to the extent that it impairs Licensor’s (or the REGENXBIO Licensors’) ability to ensure compliance with this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) ; provided that, with respect to any Vernalis Licensed Compound or Licensed Productif either of the REGENXBIO Licensors requires a complete, any sublicense granted by Corvus pursuant to Clause 2.2.1 unredacted copy of the sublicense, Licensee shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach)provide such complete, Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]unredacted copy.

Sublicensing. 2.2.1 Corvus shall be entitled LICENSEE will have the right to sublicense (including through multiple tiers) its rights under the rights granted License to it under Clause 2.1 above LICENSEE Affiliates and to any person Third Parties only with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without VernalisCouncil’s prior written consent (consent, such consent not to be unreasonably withheld withheld, conditioned or delayed). Any person to which Corvus grants The terms of any sublicense permitted under the foregoing sentence will be set forth in a sublicense written agreement and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply fully consistent with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement, including in the case of any sublicensee obtaining sublicense rights to Commercialize any Licensed Product, that such writing incorporates the terms of Sections 10.2.1, 12.4 and Article XI. If With respect to all sublicenses granted under this Agreement, for purposes of determining whether any breach has occurred under this Agreement, the acts and omissions in relation to this Agreement of any sublicensee of LICENSEE hereunder will be attributable to LICENSEE as though taken or omitted by LICENSEE, itself, (ii) LICENSEE will be jointly and severally liable for any damage arising out of the acts or omissions of any Sublicensee cause Corvus of LICENSEE’s sublicensees of the LICENSEE’s licensed rights hereunder and (iii) LICENSEE will remain obligated to be in breach of perform LICENSEE’s own obligations under this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In Any sublicense under the event of License will automatically terminate upon any termination of this Agreement:the License. (a) by Corvus pursuant 2.2.3 No sublicensee of LICENSEE under the License will have the right to Clause 12.2.1 (material breach) further sublicense its rights under any such sublicensing arrangement without the prior written consent of the Council, which consent will not be unreasonably withheld or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]delayed.

Sublicensing. 2.2.1 Corvus shall be entitled to Licensee may sublicense (including through multiple tiers) the rights granted to it under Clause Section 2.1 above to (i.e., absent Licensor’s express prior written consent, no sublicensee will have any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes further right to grant a sublicense sublicenses) to any person which does not meet the above criteria then it shall not do third party sublicensees, so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either long as: (a) Vernalis may have against the Sublicensee or sublicense is royalty-bearing and in writing; (b) Corvus may have against the Sublicensee for breach terms of the sublicense. Any such permitted sublicenses shall be sublicense agreement are consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide , including, without limitation, Section 7.7; (c) the sublicense was negotiated by Licensee in good faith, for a proper commercial purpose and on reasonable arm’s-length commercial terms; (d) the sublicense agreement names the Licensors as third-party beneficiaries thereof; (e) the sublicensee has, or has the ability to acquire, adequate resources (including scientific, technical and financial) to perform its obligations under such sublicense, as reasonably determined by Licensee at the time of entry into the sublicense; and (f) a complete, confidential copy of the sublicense agreement and any amendments thereto are provided to the Licensors within thirty (30) days of the execution of said sublicense agreement or any such amendments thereto. 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 Section 8.6, Licensee will provide the Licensors with a complete, confidential copy of each such sublicense agreement executed by Corvus or Licensee and any Sublicensee to Vernalis within [***] amendments thereto, and will promptly notify the Licensors of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]sublicense.

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense 4.1 The Licensee will not grant sublicenses (including through multiple tierscross-licenses) of the rights granted to it under Clause 2.1 above to Technology and any person with similar or greater financial resources and expertise as CorvusImprovements, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet without the above criteria then it shall not do so without Vernalis’s prior written consent (such consent of the Licensor, not to be unreasonably withheld or delayed). Any person withheld, subject to: (a) the Licensee providing the Licensor with a fully executed copy of such sublicense agreement within 14 days of execution; (b) the Sublicensee agreeing to which Corvus grants a sublicense indemnify the Licensor, UPNG and to which any further tiers of sublicense are granted, IND Agency in accordance with the indemnification provision set forth in Section 9.0 (except that each pursuant reference to this Clause 2.2.1, Agreement in Section 9.0 shall be a “amended to refer to the sublicense agreement for the purposes of such indemnity from the Sublicensee”. In ); (c) the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all sublicense agreement not interfering with the Licensee’s performance of its obligations under this Agreement and shall cause each Sublicensee to comply Agreement; and (d) the sublicense agreement not materially conflicting with the applicable [***] Certain information any terms in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In 4.2 Notwithstanding Section 4.1, the event of termination of this AgreementLicensor’s consent will not be required if: (a) by Corvus pursuant to Clause 12.2.1 the proposed Sublicensee has a market capitalization, or in the case of a private company, shareholders equity, of $1 billion (material breachCanadian funds) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminatemore; or (b) the Licensee has, prior to or at the time of granting such sublicense, conducted financing or other activities that have resulted in the receipt by Vernalis pursuant the Licensee of at least $10 million (Canadian funds). 4.3 With respect to Clause 12.2.1 any sublicense agreement requiring the Licensor’s consent under Section 4.1, the Licensee will provide the Licensor with a fully executed copy of such sublicense agreement within 14 days of it being signed by the Licensee and Sublicensee. 4.4 Any sublicense granted by the Licensee will be personal to the Sublicensee, and will not be assigned or sublicensed without the prior written consent of the Licensor, not to be unreasonably withheld, provided however that such sublicensed rights may be sub-sublicensed by the Sublicensee without the prior consent of the Licensor if such sub-sublicense and the parties thereto comply with the provisions of Sections 4.1 and 4.3 (material breachexcept that, for the purposes of this Section 4.4, each reference therein to a “sublicense” or “Sublicensee” shall be deemed to be a reference to a “sub-sublicense” or a “sub-sublicensee”, respectively). 4.5 Prior to the execution of any sublicense agreement and sub-sublicense agreement under this Article 4.0, Clause 12.2.2 the Licensee shall demonstrate to the Licensor that such sublicense and sub-sublicense, as the case may be, complies with the requirements set out in Section 4.1 (challenge b) (except that, in respect of a sublicense, the indemnity will be by the “sublicensee” and in respect of a sub-sublicense, the indemnity will be by the “sub-sublicensee”, respectively) by providing a copy of such sublicense agreement and sub-sublicense agreement to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]Licensor prior to execution.

Sublicensing. 2.2.1 Corvus BSP shall have the right to grant sublicenses to Affiliates and to Third Parties with respect to the rights licensed to BSP under Section 5.1; provided that any Sublicenses to Third Parties shall be entitled subject to sublicense (including Sections 5.2.1 through multiple tiers) 5.2.6: 5.2.1 such Sublicense shall refer to this Agreement and shall be subordinate to and consistent with the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources terms and expertise as Corvusconditions of this Agreement, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it and shall not do so without Vernalis’s prior written consent limit the ability of BSP (such consent not individually or through the activities of its Sublicensee) to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for fully perform all of its obligations under this Agreement or OncoMed’s rights under this Agreement; 5.2.2 [***]; 5.2.3 BSP shall remain responsible for the performance of this Agreement and the performance of its Sublicensees hereunder, and shall cause each such Sublicensee to enable BSP to comply with all applicable terms and conditions of this Agreement; 5.2.4 each Sublicense shall terminate immediately upon the applicable termination of this Agreement (in whole or only with respect to the rights that are subject to such Sublicense); however, OncoMed shall have the obligation to license each Sublicensee, at Sublicensee’s option, on substantially similar terms to those granted in such Sublicensee’s respective Sublicense, provided that such Sublicense has not been terminated for such Sublicensee’s breach or insolvency, such Sublicensee is otherwise performing activities in a manner consistent with this Agreement, and the terms and conditions of such Sublicense agreement are consistent with the terms and conditions of this Agreement; and 5.2.5 such Sublicensees shall have the right to grant further Sublicenses of same or lesser scope as its sublicense from BSP under the grants contained in Section 5.1 (the other party to such further sublicense also being a “Sublicensee”), provided that such further Sublicenses shall be in accordance with and subject to all of the terms and conditions of this Section 5.2 (i.e., such Sublicensee shall be subject to this Section 5.2 in the same manner and to the same extent as BSP). 5.2.6 For purposes of clarity, where BSP retains a Third Party contractor to perform any activity permitted under this Agreement as provided in Section 2.3.9, where such activity is to be performed at the direction and control and for the sole benefit of BSP under any of BSP’s have made, have used, have sold, have offered for sale or have imported rights granted herein, such retention of the Third Party contractor is not a Sublicense within the meaning of this Section 5.2 but is considered an activity of BSP under the license granted in Section 5.1. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus4.01 Upon written approval by PHS, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does approval will not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are grantedwithheld, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”Licensee may enter into sublicensing agreements under the Licensed Patent Rights. In the event that Corvus grants one or more PHS does not provide a written objection to Licensee within thirty (30) days of receiving written notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.02 Licensee shall notify PHS regarding such sublicenses pursuant and agrees that any sublicenses granted by it shall provide that the obligations to Clause 2.2.1PHS of Paragraphs 5.01-5.04, Corvus 8.01, 12.05, and 13.07-13.09 of this Agreement shall remain responsible for be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. For the purposes of its obligations clarity, it is understood that the efforts of a sublicensee shall be considered the efforts of Licensee, including adherence to the Benchmarks contained in this Agreement, and substantial adherence to the Commercial Development Plan contained in this Agreement, including any modifications thereto under this Agreement. 4.03 Any sublicenses granted by Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between such sublicensees and PHS upon termination of this Agreement under Article 13. Such conversion is subject to PHS approval and shall cause each Sublicensee to comply with contingent upon acceptance by the applicable [***] Certain information in this document has been omitted and filed separately with sublicensee of the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions remaining provisions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus . 4.04 Licensee agrees to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject forward to the terms and conditions of this Agreement. Corvus shall provide PHS a copy of any each fully executed sublicense agreement executed postmarked within thirty (30) days of the execution of such agreement. To the extent permitted by Corvus or any Sublicensee law, PHS agrees to Vernalis within [***] of its executionmaintain each such sublicense agreement in confidence. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus Alpharma may grant sublicenses of the licenses granted to Alpharma under Section 7.1; provided, however, that no sublicense granted by Alpharma pursuant to this Section 7.2 shall be entitled valid unless: (i) Alpharma shall submit all proposed sublicense agreements to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as CorvusTris for approval, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it approval shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to delayed and which Corvus grants approval shall not be required in connection with a sublicense to an Affiliate of Alpharma; (ii) Alpharma shall guarantee and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for the making of all payments due, and the making of its obligations any reports under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Agreement, with respect to the omitted portions. sales of Products by its Affiliates or sublicensees and their compliance with all applicable terms and conditions of this Agreement. If ; (iii) each Affiliate or sublicensee agrees in writing to maintain books and records and permit licensor to review such books and records pursuant to the acts or omissions of any Sublicensee cause Corvus relevant provisions; (iv) such sublicense agreement requires it to be continue in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent full force and effect in accordance with and expressly made subject to the terms and conditions of the respective sublicense agreement upon the termination of this Agreement, and permits licensee to assign to licensor such sublicense agreements; and (v) such sublicense agreement requires such sublicensee to observe all other applicable terms of this Agreement. Corvus In addition, no sublicense granted by Alpharma pursuant to this Section 7.2 shall be valid unless each such Affiliate or sublicensee agrees in writing to maintain appropriate records and permit Tris, jointly with Alpharma to inspect such records and visit such facilities pursuant to the relevant provisions of Sections 5.2.8, 6.5 and 6.6, and to observe all other applicable terms, of this Agreement. Alpharma shall promptly provide Tris with notice of any sublicense granted pursuant to this Section 7.2, and provide a copy of any the executed sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of Tris upon its executionrequest. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s include prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy review of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis the IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. If, within [***] of IC’s receipt of a proposed sublicense from Licensee, IC has not provided Licensee with a written notice of rejection thereof, then IC shall be deemed to have given its executionapproval of such sublicense agreement and Licensee shall be free to enter into such sublicense agreement under the Licensed Patent Rights, subject to the further requirements of Paragraphs 4.2-4.4 of this Agreement. However, Licensed Patent Rights Group F may only be sublicensed in combination with Licensee’s proprietary intellectual property, in-licensed intellectual property rights received from a third party, or other exclusively in-licensed intellectual property rights received from the IC. For the avoidance of doubt, the Licensee does not have the right to solely sublicense Licensed Patent Rights Group F. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 2.2.2 In 4.3 Any sublicenses granted by the event Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement:. (a) by Corvus pursuant 4.4 The Licensee agrees to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect forward to any Vernalis Licensed Compound or Licensed Product, any the IC a complete copy of each fully executed sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall agreement postmarked within [***]] of the execution of the agreement. Any such [***]To the extent permitted by law, the IC agrees to maintain each sublicense agreement in confidence.

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) 4.01 Upon written approval by PHS, Licensee and Sublicensee may enter into sublicensing agreements under the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as CorvusLicensed Patent Rights. Notwithstanding anything else stated herein, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which PHS acknowledges that this Agreement does not meet terminate, alter or supersede the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not Sublicensee Agreement that existed and continues to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense exist between Licensee and to which any further tiers of sublicense are grantedSublicensee, each and listed in Appendices G and H respectively, pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions Section 1.02 of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against PHS hereby approves the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In Agreement in the event of termination of this Agreement:Agreement under Article 13. (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to 4.02 Licensee agrees that any Vernalis Licensed Compound or Licensed Product, any sublicense sublicenses granted by Corvus pursuant it shall provide that the obligations to Clause 2.2.1 PHS of Paragraphs 5.01–5.04, 8.01, 9.02, 10.01, 10.02, 12.05, and 13.07-13.09 of this Agreement shall automatically terminate; orbe binding upon the sublicensee(s) as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.03 Any sublicenses granted by Licensee shall provide for the termination of the sublicense or the conversion to a license directly between such sublicensee(s) and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13, and shall be under substantially similar terms of this Agreement, wherein all considerations are in cash. Such conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.04 Licensee agrees to forward to PHS a copy of each fully executed sublicense agreement postmarked within thirty (b30) days of the execution of such agreement. To the extent permitted by Vernalis pursuant law, PHS agrees to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any maintain each such [***]sublicense agreement in confidence.

Sublicensing. 2.2.1 Corvus shall be entitled 2.4.1 The license granted pursuant to Section 2.1 is sublicensable by Licensee 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 sublicense (including through multiple tiers) the rights granted to it Licensee under Clause 2.1 above this Agreement is subject to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to the following conditions: (a) Licensee may only grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1a written sublicense agreement with the Sublicensee. Licensor must receive written notice as soon as practicable following execution of any such sublicenses. Any further sublicenses granted by any Sublicensees (to the extent permitted hereunder) must comply with the provisions of this Section 2.4 (including Section 2.4.2) to the same extent as if Licensee granted such sublicense directly. (b) In each sublicense agreement, Corvus 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. (c) The official language of any sublicense agreement shall remain responsible be English. (d) Within [*] after entering into a sublicense, Licensor must receive a copy of the sublicense written in the English language for all Licensor’s records and to share with the REGENXBIO Licensors. The copy of the sublicense may be redacted to exclude confidential information of the applicable Sublicensee, but such copy shall not be redacted to the extent that it impairs Licensor’s (or the REGENXBIO Licensors’) ability to ensure compliance with this Agreement; provided that, if either of the REGENXBIO Licensors requires 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 [*] to Licensor for all of Licensee’s duties and obligations contained in this Agreement and shall cause each for any act or omission of an Affiliate or Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions that would be a breach of this Agreement. If the acts Agreement if performed or omissions of any Sublicensee cause Corvus omitted by Licensee, and Licensee will be deemed to be in breach of this Agreement, Corvus shall be responsible for Agreement as a result of such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee act or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionomission. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s include prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers review of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any Sublicensee to Vernalis proposed sublicense agreement, if the NIH does not provide the Licensee with written rejection thereof within [*…***…] after the date the NIH receives a copy thereof from the Licensee, the NIH shall be deemed to have given its approval of its executionsuch sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. 2.2.2 In 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the event obligations to the NIH of Paragraphs 5.1‑5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to NIH approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement:. (a) by Corvus pursuant 4.4 The Licensee agrees to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect forward to any Vernalis Licensed Compound or Licensed Product, any the NIH a copy of each fully executed sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall agreement postmarked within […***]…] of the execution of the agreement. Any such [***]To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 2.2.1 Corvus 4.01 Upon written approval by PHS, which approval will not be unreasonably withheld, LICENSEE may enter into sublicensing agreements under the LICENSED PATENT RIGHTS or utilizing LICENSED PRODUCT(S) only to the extent that such sublicensing agreements include patent rights other than LICENSED PATENT RIGHTS, or other proprietary technology of LICENSEE. 4.02 LICENSEE agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.01, 5.02, 9.01, 9.02, 11.05, and 12.06-12.08 of this AGREEMENT shall be entitled to sublicense (including through multiple tiers) binding upon the rights granted to sublicensee as if it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or were a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant party to this Clause 2.2.1, AGREEMENT. LICENSEE further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.03 Any sublicenses granted by LICENSEE shall be a “Sublicensee”. In provide for the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach termination of the sublicense, or the conversion to a license directly between such sublicensees and PHS, at the option of the sublicensee, upon termination of this AGREEMENT under Article 13. Any such permitted sublicenses shall be consistent with and expressly made Such conversion is subject to PHS approval and contingent upon acceptance by the terms and conditions sublicensee of the remaining provisions of this Agreement. Corvus shall provide AGREEMENT. 4.04 LICENSEE agrees to forward to PHS a copy of any each fully executed sublicense agreement executed postmarked within thirty (30) days of the execution of such agreement. To the extent permitted by Corvus or any Sublicensee law, PHS agrees to Vernalis within [***] of its executionmaintain each such sublicense agreement in confidence. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus (a) Each Party shall be entitled have the right to sublicense (including through multiple tiers) grant sublicenses under the rights licenses granted to it under Clause 2.1 above Section 3.1(a) and 3.2(a) to Affiliates and, if required for a Third Party to perform its duties (to the extent permitted under the terms and conditions of this Agreement), to Third Parties, solely as necessary to assist a Party in carrying out its responsibilities with respect to the Combined Therapy Study. For the avoidance of doubt, neither BMS nor any of its Affiliates or sublicensees will have the right to g▇▇▇▇ ▇▇▇ any sublicenses, within the OnoTerritory, under the licenses granted to it under Section 3.2. (b) With regard to any person with similar or greater financial resources such sublicenses under Section 3.1(a) and expertise 3.2(a) permitted and made under this Agreement, (i) such sublicensees, except Affiliates (so long as Corvus, provided such person is [***]. If Corvus or they remain Affiliates of a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayedParty). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be subject to written agreements that bind such sublicensees to obligations that are consistent with a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its Party’s obligations under this Agreement including, but not limited to, confidentiality and non-use provisions similar to those set forth in Sections 8.2, 8.3, 8.4, 8.5, 8.6 and 8.7 and Article 9, and provisions regarding intellectual property that ensure that the Parties will have the rights provided under this Agreement to any intellectual property created by such sublicensee, (ii) each Party shall cause each Sublicensee provide written notice to comply the other of any such sublicense (and obtain written approval for sublicenses to Third Parties not contemplated by the Protocol for the Combined Therapy Study or otherwise permitted under this Agreement) and (iii) the licensing Party shall remain liable for all actions of its sublicensees. For clarity, any agreements with CROs and other contractor/vendors, and Site Agreements and CRO Agreements shall be subject to the applicable provisions of Section 2.1 (and not this Section 3.3(b)). [***] = Certain confidential information contained in this document document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect Commission pursuant to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach Rule 24b-2 of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions Securities Exchange Act of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution1934, as amended. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) 4.01 Upon written approval by PHS, Licensee and Sublicensee may enter into sublicensing agreements under the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as CorvusLicensed Patent Rights. Notwithstanding anything else stated herein, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which PHS acknowledges that this Agreement does not meet terminate, alter or supersede the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not Sublicensee Agreement that existed and continues to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense exist between Licensee and to which any further tiers of sublicense are grantedSublicensee, each and listed in Appendices G and H respectively, pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions Section 1.02 of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against PHS hereby approves the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In Agreement in the event of termination of this Agreement:Agreement under Article 13. (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to 4.02 Licensee agrees that any Vernalis Licensed Compound or Licensed Product, any sublicense sublicenses granted by Corvus pursuant it shall provide that the obligations to Clause 2.2.1 PHS of Paragraphs 5.0l-5.04, 8.01, 9.02, 10.01, 10.02, 12.05, and 13.07-13.09 of this Agreement shall automatically terminate; orbe binding upon the sublicensee(s) as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.03 Any sublicenses granted by Licensee shall provide for the termination of the sublicense or the conversion to a license directly between such sublicensee(s) and PHS, at the option of the Sublicensee, upon termination of this Agreement under Article 13, and shall be under substantially similar terms of this Agreement, wherein all considerations are in cash. Such conversion is subject to PHS approval and contingent upon acceptance by the Sublicensee of the remaining provisions of this Agreement. 4.04 Licensee agrees to forward to PHS a copy of each fully executed sublicense agreement postmarked within thirty (b30) days of the execution of such agreement. To the extent permitted by Vernalis pursuant law, PHS agrees to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any maintain each such [***]sublicense agreement in confidence.

Sublicensing. 2.2.1 Corvus 4.1 The Licensee shall notify the IC in writing of its intent to sublicense, after which Licensee may enter into sublicensing agreements under the Licensed Patent Rights only when it concurrently licenses proprietary or in-licensed intellectual property rights controlled by Licensee in connection with Licensed Products or Licensed Processes. For the avoidance of doubt, the Licensee does not have the right to solely sublicense the Licensed Patent Rights. 15A-084-2017; L-1242017/0 NIH Patent License Agreement Nonexclusive – Sublicensable Model 10-2015 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC of paragraphs 5.1, 5.2, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be entitled binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sub license agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sub license, or the conversion to a license directly between the sublicensees and the IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the IC a complete copy of each fully executed sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is agreement postmarked within [***]. If Corvus or a Sublicensee wishes ] of the execution of the agreement, which copy may be reasonably redacted as to grant confidential business information that is not required to enable the IC to confirm the compliance of the a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply agreement with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions requirements of this Agreement. If To the acts or omissions of any Sublicensee cause Corvus extent permitted by law, the IC agrees to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any maintain each sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionin confidence. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights only when it concurrently licenses proprietary or in-licensed intellectual property rights. For the avoidance of doubt, the Licensee does not have the right to solely sublicense the Licensed Patent Rights. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC of Paragraphs 5.1, 5.2, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be entitled to sublicense (including through multiple tiers) binding upon the rights granted to sublicensee as if it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or were a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant party to this Clause 2.2.1Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, shall be or the conversion to a “Sublicensee”. In license directly between the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1sublicensees and the IC, Corvus shall remain responsible for all at the option of its obligations under the sublicensee, upon termination of this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commissionunder Article 13. Confidential treatment has been requested with respect This conversion is subject to the omitted portions. terms IC approval and conditions contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. If A-256-2020 ▇-▇▇▇-▇▇▇▇-▇ ▇▇▇ Patent License Agreement Nonexclusive – Sublicensable CONFIDENTIAL 4.4 The Licensee agrees to forward to the acts or omissions IC a complete copy of any Sublicensee cause Corvus each fully executed sublicense agreement postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, the IC agrees to be maintain each sublicense agreement in breach confidence. 4.5 The Licensee may enter into sublicensing agreements under the Licensed Patent Rights with Affiliates of Licensee, and Paragraph 4.1 and the sublicense royalty obligation specified in Paragraph V of Appendix C of this Agreement, Corvus Agreement shall be responsible for not apply to such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionAffiliate sublicense(s). 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, [***] and which shall not be entitled to sublicense (including through multiple tiers) unreasonably withheld, the rights granted to it Licensee may enter into sublicensing agreements under Clause 2.1 above the Licensed Patent Rights. With respect to any person proposed sublicense agreement, if the IC does not provide the Licensee with similar or greater financial resources and expertise as Corvus, provided such person is written rejection thereof within [***]. If Corvus or a Sublicensee wishes , the IC shall be deemed to grant a have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. 4.2 The Licensee agrees that any person which does not meet the above criteria then sublicenses granted by it shall not do so without Vernalis’s prior written consent (such consent not provide that the obligations to the IC of Paragraphs 5.1‑5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 of this Agreement shall be unreasonably withheld or delayed). Any person to which Corvus grants binding upon the sublicensee as if it were a sublicense and to which any further tiers of sublicense are granted, each pursuant party to this Clause 2.2.1Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, shall be or the conversion to a “Sublicensee”. In license directly between the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1sublicensees and the IC, Corvus shall remain responsible for all at the option of its obligations under the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the IC approval and shall cause each Sublicensee to comply with contingent upon acceptance by the applicable sublicensee of the remaining provisions of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms A-035-2017 NIH Patent License Agreement--Exclusive Model 10-2015 [Final] [Selecta Biosciences] [3 April 2017] 4.4 The Licensee agrees to [***]. To the extent permitted by law, the IC agrees to [***]. 4.5 The Licensee may enter into sublicensing agreements under Licensed Patent Rights with Affiliates of Licensee, and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach Paragraphs 4.1 and 4.4 of the Agreement and Paragraph V in Appendix C of the Agreement shall not apply to such Affiliate sublicense. Any such permitted ; provided that Licensee shall notify IC in writing of the Affiliate that sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis Licensed Patent Rights within [***] of its executioneffectiveness of each sublicense. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus4.01 Upon written approval by PHS, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does approval will not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed)withheld, Licensee may enter into sublicensing agreements under the Licensed Patent Rights. Any person to Each sublicense entered into by Licensee which Corvus grants includes rights within a sublicense and to which any further tiers nonexclusive field of sublicense are granted, each pursuant to use (as set forth in Appendix B of this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations Agreement) under this Agreement shall also include; (i) the joint and shall cause each Sublicensee to comply with the applicable [***] Certain information concurrent licensing of a portion of Licensee's intellectual property rights as described under Article 1.06 above, and/or (ii) rights within an exclusive field of use (as set forth in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions Appendix B of this Agreement) under this Agreement. 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.01-5.04, 8.01, 10.01, 10.02, 12.05 and 13.07-13.09 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. If Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.03 Any sublieenses granted by Licensee shall provide for the acts termination of the sublicense, or omissions at the option of any Sublicensee cause Corvus the sublicensee, the conversion of the sublicense to be in breach a license directly between such sublicensee(s) and PHS, to the extent it relates to the Licensed Patent Rights upon termination of this Agreement under Article 13. Such conversion is subject to. PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject . 4.04 Licensee agrees to the terms and conditions of this Agreement. Corvus shall provide forward to PHS a copy of any each fatly executed sublicense agreement executed postmarked within thirty (30) days of the execution of such agreement. To the extent permitted by Corvus or any Sublicensee law, governmental regulation, and PHS policy, PHS agrees to Vernalis within [***] of its executionmaintain each such sublicense agreement and all information relating thereto in confidence. Licensee will take reasonable efforts to ▇▇▇▇ such information as confidential. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled 5.1. The license granted in this Agreement includes the right of Licensee to grant sublicenses to third parties during the Term. With respect to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1Article 5, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this AgreementLicensee will: (a) by Corvus not receive, or agree to receive, anything of value in lieu of cash as considerations from a third party under a sublicense granted pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; orArticle 5 without the express written consent of Foundation; (b) by Vernalis pursuant to Clause 12.2.1 the extent applicable, include all of the rights of and obligations due to Foundation and contained in this Agreement; (material breach)c) procure Foundation’s prior written consent prior to finalizing a sublicense agreement, Clause 12.2.2 which consent will not be unreasonably withheld; (challenge d) promptly provide Foundation with a copy of each sublicense issued; and (e) use commercially reasonable efforts to IPcollect all payments due, directly or indirectly, to Foundation from Sublicensees and summarize and deliver all reports due, directly or indirectly, to Foundation from Sublicensees. 5.2. Upon termination of this Agreement for any reason, Foundation, at its sole discretion, will determine whether Licensee will cancel or assign to Foundation any and all sublicense agreements. Licensee will include a provision in each sublicense agreement which allows Foundation to assume the sublicense agreement if (a) or Clause 12.2.3 the License Agreement is terminated, and (insolvency), Vernalis shall b) Foundation chooses to assume the sublicense agreement. [***]. Any such [***].] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

Sublicensing. 2.2.1 Corvus Takeda shall be entitled have the right to sublicense (including grant sublicenses through multiple tiers) tiers with respect to the rights granted licensed to it Takeda under Clause 2.1 above Section 6.1 to any person Affiliate of Takeda solely in accordance with similar or greater financial resources and expertise as Corvus, provided such person is Sections 6.2.1 through 6.2.5. Takeda […***]. If Corvus or a Sublicensee wishes …] with respect to grant a sublicense the rights licensed to Takeda under Section 6.1 to any person Third Party […***…] of Orexigen, which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld withheld, conditioned, or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one Orexigen consents to the grant of such a Sublicense, such Sublicense shall be granted solely in accordance with Sections 6.2.1 through 6.2.5: 6.2.1 such Sublicense shall refer to this Agreement and shall be subordinate to and consistent with the terms and conditions of this Agreement, and shall not limit either the ability of Takeda (individually or more sublicenses pursuant through the activities of its Sublicensee) to Clause 2.2.1, Corvus shall remain responsible for fully perform all of its obligations under this Agreement or Orexigen’s rights under this Agreement; 6.2.2 in such Sublicense, the Sublicensee shall agree in writing to be bound to Takeda by terms and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect conditions substantially similar to, or less favorable to the omitted portions. Sublicensee than, the corresponding terms and conditions of this Agreement. If ; 6.2.3 promptly after execution of the acts or omissions Sublicense, and specifically excluding any sublicenses granted to an Affiliate of any Sublicensee cause Corvus Takeda, Takeda shall provide a complete and correct copy of such Sublicense to be in breach Orexigen; 6.2.4 Takeda shall remain responsible for the performance of this AgreementAgreement and the performance of its Sublicensees hereunder, Corvus and shall be responsible for cause such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent to enable Takeda to comply with and expressly made subject to the all applicable terms and conditions of this Agreement. Corvus ; and 6.2.5 each Sublicense shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In terminate immediately upon the event of termination of this Agreement: Agreement (a) by Corvus pursuant to Clause 12.2.1 (material breach) in whole or Clause 12.3 (termination at will) , only with respect to any Vernalis Licensed Compound or Licensed Productthe rights that are subject to such Sublicense). For clarity, any references to Sublicense or Sublicensee in Sections 6.2.1 through 6.2.5 shall also mean sublicense granted by Corvus pursuant or sublicensee, as the case may, be with respect to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]Takeda’s Affiliates.