Common use of Sublicensing Clause in Contracts

Sublicensing. Except as provided in this Section 3.2, Ampliphi shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c). (a) Ampliphi may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi Products to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities for Ampliphi Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(a), Ampliphi will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi may, with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were Ampliphi), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise of rights under this Agreement, provided that such sublicense or use of Intrexon Materials shall be limited to those rights or uses necessary for such Third Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the provisions of this Agreement in connection with such performance (as though such Third Party were Ampliphi).

Sublicensing. Except as provided in this Section 3.2below, Ampliphi Synthetic shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Synthetic Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi Synthetic shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c3.2(b). (a) Ampliphi Synthetic may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereofnecessary, Intrexon Materials that are or express Ampliphi Products active pharmaceutical ingredients to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities for Ampliphi Synthetic Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi Synthetic transfers any Intrexon Materials under this Section 3.2(a), Ampliphi Synthetic will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi Synthetic may, with Intrexon’s written consent, which consent shall cannot be unreasonably withheld or delayedwithheld, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to research, develop, use, or Commercialize Synthetic Products or use or display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi Synthetic shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiSynthetic), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise of rights under this Agreement, provided that such sublicense or use of Intrexon Materials shall be limited to those rights or uses necessary for such Third Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the provisions of this Agreement in connection with such performance (as though such Third Party were Ampliphi).

Sublicensing. Except as provided in this Section 3.2below, Ampliphi Fibrocell shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Fibrocell Products or Improved Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi Fibrocell shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c3.2(b). (a) Ampliphi Fibrocell may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereofnecessary, Intrexon Materials that are or express Ampliphi Products active pharmaceutical ingredients to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities for Ampliphi Fibrocell Products or Improved Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi Fibrocell transfers any Intrexon Materials under this Section 3.2(a), Ampliphi Fibrocell will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi Fibrocell may, with Intrexon’s written consent, which consent shall cannot be unreasonably withheld or delayedwithheld, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to research, develop, use, or Commercialize Fibrocell Products or Improved Products or use or display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi Fibrocell shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiFibrocell), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise of rights under this Agreement, provided that such sublicense or use of Intrexon Materials shall be limited to those rights or uses necessary for such Third Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the provisions of this Agreement in connection with such performance (as though such Third Party were Ampliphi).

Sublicensing. Except as 6.1 LICENSEE shall notify LSU in writing and shall send LSU a copy of every sublicense agreement and each amendment thereto within [*] days after execution. At LICENSEE’s option, LICENSEE may redact from the copy of the sublicense or amendment that is provided in this Section 3.2, Ampliphi shall not sublicense the rights granted under Section 3.1 to LSU any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Products or use or display the Intrexon Trademarksmaterial that LICENSEE reasonably believes, in each case except with Intrexon’s written consentgood faith, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(bboth: (i) and 3.2(c). (a) Ampliphi may transfer, to the extent is not reasonably necessary and after providing Intrexon to demonstrate LICENSEE’S compliance with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi Products to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities for Ampliphi Productsthe requirements of this Agreement, and may also (ii) would not reasonably be expected to affect LSU’s rights under this Agreement. However, if LICENSEE elects to provide such a redacted copy to LSU, then LICENSEE will also simultaneously provide to LSU a brief description, in connection therewith grant limited sublicenses general terms, of the nature of the material redacted. If LSU reasonably believes, based on such description, that the redacted material contains material that is necessary to enable such Third Party to perform such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(a), Ampliphi will remain obligated to ensure that demonstrate LICENSEE’S compliance with the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 requirements of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi may, with Intrexonor that would reasonably be expected to affect LSU’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were Ampliphi), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise of rights under this Agreement, provided that then LSU will so inform LICENSEE in writing and the parties will work together to identify a mutually acceptable neutral third party to whom LICENSEE will provide both the redacted and unredacted sublicenses or amendments. Such neutral third party will review such sublicense redacted and unredacted sublicenses or use of Intrexon Materials shall be limited to those rights or uses necessary for such Third Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible amendments for the performance by sole purpose of determining whether any such Third Party and shall cause such Third Party of the redacted material contains material that is necessary to comply demonstrate LICENSEE’S compliance with the provisions requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement. Such neutral third party will inform the parties within [*] days after receipt of such redacted and unredacted sublicenses or amendments whether, in connection such neutral third party’s determination, the redacted material contains any material .that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement and, if applicable, will provide to LICENSEE and LSU a revised version of the redacted sublicense or amendment that restores only such performance material. The parties agree to be bound by the determination of such neutral third party. Notwithstanding anything to the contrary in the foregoing, LICENSEE will have no obligation to provide any unredacted sublicense or amendment to any third party chosen under this Section 6.1 unless such third party agrees to be bound by written obligations acceptable to LICENSEE (a) to treat such unredacted sublicense or amendment as though LICENSEE’s confidential information, (b) to use such Third Party were Ampliphiunredacted sublicense or amendment solely to determine whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, and (c) except for any redacted material that such neutral third party determines should be disclosed to LSU in accordance with this Section 6.1, not to disclose such unredacted sublicense or amendment to anyone (including, but not limited to, LSU). LSU shall treat any sublicense agreement or amendment received from LICENSEE or any such neutral third party as confidential information of LICENSEE. The parties will share equally any and all costs and expenses relating to the engagement of any neutral third party to review any sublicense or amendment under this Section 6.1; provided that, if such neutral third party identifies redacted material should be disclosed to LSU in accordance with this Section 6.1, LICENSEE will bear all such costs and expenses. 6.2 LICENSEE shall contemporaneously certify to LSU in writing that each sublicense: (1) is consistent with the terms and conditions of this Agreement; (2) contains the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on LSU’s liability, as provided by Article 9 below; and (3) contains provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Articles:

Sublicensing. Except as provided in this Section 3.2, Ampliphi AquaBounty shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi AquaBounty Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi AquaBounty (and its Product Sublicensees only to the extent explicitly set forth in Section 3.2(a) below) shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and through 3.2(c). (a) Ampliphi AquaBounty may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi Products to a Third Party contractor performing (i) farming, cultivation, or harvesting of food animals from AquaBounty Products under bailment from AquaBounty or (ii) contract manufacturing, fill, and/or finish responsibilities for Ampliphi AquaBounty Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi AquaBounty transfers any Intrexon Materials under this Section 3.2(a), Ampliphi AquaBounty will remain obligated take commercially reasonable steps, including contractually obligating any such Third Party contractors, to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. A Product Sublicensee may transfer, to the extent reasonably necessary and upon the consent of Intrexon (which consent shall not be unreasonably withheld), Intrexon Materials that are ingredients for the AquaBounty Product sublicensed by the Product Sublicensee to a Third Party contractor performing on behalf of that Product Sublicensee (A) farming, cultivation, or harvesting of food animals from AquaBounty Products under bailment from AquaBounty or (B) contract manufacturing, fill, and/or finish responsibilities for AquaBounty Products, and may in connection therewith grant limited sublicenses to the extent necessary to enable such Third Party to perform such activities. AquaBounty will require and ensure that if any Product Sublicensee transfers any Intrexon Materials under this Section 3.2(a), that such Product Sublicensee, after obtaining Intrexon’s consent, will take commercially reasonable steps, including contractually obligating any such Third Party contractors, to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any Third Party contractors of such Product Sublicensees. (b) Ampliphi AquaBounty may, with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayedwithheld, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi AquaBounty shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiAquaBounty), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval AquaBounty may grant a sublicense of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 (and not including a right to a Third-Party, or transfer the Intrexon Materials sublicense under this Section 3.1(c)) to a Third PartyParty licensee of any AquaBounty Product (a “Product Sublicensee”) to the extent necessary to permit such Third Party to research, in each case who develop, use, import, export, make, have made, sell, and offer for sale that AquaBounty Product (a “Product Sublicense”), provided that (i) such Product Sublicense is providing services expressly limited to Ampliphi in connection with Ampliphi’s exercise the appropriate AquaBounty Product, (ii) such Product Sublicense does not grant the Product Sublicensee any rights to Intrexon IP other than as incorporated into the AquaBounty Product at the time of rights the Product Sublicense, (iii) such Product Sublicense does not purport to relieve AquaBounty of any of its obligations under this Agreement, provided that such sublicense or use of (iv) the Product Sublicensee agrees in writing, in a document in form reasonably acceptable to Intrexon Materials shall be limited and to those rights or uses necessary for such Third Party which Intrexon is an express third party beneficiary, to provide such services. In abide by the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the following provisions of this Agreement Agreement: Sections 3.1, 3.3 through 3.6, 3.8, 3.10, and 3.11 and Articles 6, 7, and 10), and (v) the Product Sublicense is presented in connection with such performance (full to the JSC by AquaBounty before execution by AquaBounty and the prospective Product Sublicensee and as though such Third Party were Ampliphi)soon as is reasonably practical for the purpose of allowing the JSC to review and comment upon the terms and scope of the Product Sublicense agreement before execution.

Sublicensing. With Intrexon’s written consent and to the extent reasonably necessary, Elanco may transfer Intrexon Materials to a Third Party research, development or manufacturing contractor performing research and development activities for the Potential Product Candidate, Product Candidate, or Licensed Products, and may grant any sublicenses solely to the extent necessary to enable such Third Party to perform such activities. Such Intrexon written consent will not be unreasonably withheld taking into account the protection of Intrexon IP. Elanco shall have the right to sublicense the rights granted under Section 3.1 to an Affiliate without first obtaining Intrexon’s written consent, and such sublicense shall be effective for as long as such entity remains an Affiliate of Elanco. Elanco shall remain responsible for, and be guarantor of, the performance by any sublicensee and shall cause such Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. sublicensee to comply with the provisions of this Agreement in connection with the practice of such sublicense or the use of such Intrexon Materials (as though such Third Party or Affiliate were Elanco), and Elanco shall remain primarily responsible for any payment obligations owed to Intrexon under this Agreement. None of the enforcement rights under the Intrexon Patents that are granted to Elanco pursuant to Section 6.3 shall be transferred to, or exercised by, a sublicensee except with Intrexon’s prior written consent, which may be withheld in Intrexon’s sole discretion. Except as provided in this Section 3.2above, Ampliphi Elanco shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Products or use or display the Intrexon Trademarkscommercialize Licensed Products, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c). (a) Ampliphi may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi Products to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities for Ampliphi Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(a), Ampliphi will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi may, with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were Ampliphi), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise of rights under this Agreement, provided that such sublicense or use of Intrexon Materials shall be limited to those rights or uses necessary for such Third Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the provisions of this Agreement in connection with such performance (as though such Third Party were Ampliphi).

Sublicensing. Except as provided in this Section 3.2below, Ampliphi ZIOPHARM shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Products or use or display the Intrexon Trademarkscommercialize ZIOPHARM Products, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c). (a) Ampliphi ZIOPHARM may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereofnecessary, Intrexon Materials that are or express Ampliphi Products to a Third Party contractor performing contract manufacturing, post-API fill, and/or /finish responsibilities for Ampliphi ZIOPHARM Products, and may in connection therewith grant limited any sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(a)In addition, Ampliphi will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi may, with Intrexon’s written consent, which consent ZIOPHARM shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an any Affiliate, or otherwise grant an any Affiliate the right to display the Intrexon Trademarksresearch, develop, use, or commercialize ZIOPHARM Products, in each case except with Intrexon’s written consent, which written consent shall not be unreasonably withheld or delayed. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi ZIOPHARM shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiZIOPHARM), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval . None of the JSC and enforcement rights under the Intrexon Patents that are granted to ZIOPHARM pursuant to Section 6.3 shall be transferred to, or exercised by, a sublicensee except with Intrexon’s prior written consent, which consent shall not may be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with AmpliphiIntrexon’s exercise of rights under this Agreement, provided that such sublicense or use of Intrexon Materials shall be limited to those rights or uses necessary for such Third Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the provisions of this Agreement in connection with such performance (as though such Third Party were Ampliphi)sole discretion.

Sublicensing. Except as provided in this Section 3.2Each Licensee may sublicense, Ampliphi shall not sublicense through multiple tiers, the license and rights granted under to it pursuant to Section 3.1 2.1 or Section 2.2 (as applicable) to any (i) its Affiliates and (ii) Third Parties in the ordinary course of business, for the benefit of Licensee or its Affiliates (and not, for the avoidance of doubt, for the independent use of such Third Parties) (each such Affiliate or Third Party, or transfer the Intrexon Materials a “Sublicensee”); provided, that each Licensee shall not, and shall cause its Affiliates not to, grant any such sublicense to any Third PartyPerson that such Licensee knows, or otherwise grant should reasonably know, intends to Distribute the Licensed Products outside the JSG Territory (with respect to JSG as the Licensee) or the SharkNinja Territory (with respect to SharkNinja as the Licensee). The sublicensing Party shall notify the other Party in writing of any sublicense granted to Third Parties promptly following execution (and amendment) thereof. Each sublicense granted to a Third Party under the right Licensed SN IP or the Licensed JSG Royalty IP that is negotiated by a Licensee after the Effective Date (including, for clarity, amendments and renewals negotiated after the Effective Date to researchagreements that exist as of the Effective Date) shall (A) be granted pursuant to a written agreement which does not conflict with the terms and conditions of this Agreement, develop(B) expressly include Licensor (or its designated Affiliate) as an intended third-party beneficiary in such sublicense agreement with rights to directly enforce the terms and conditions related to the Licensed SN IP or Licensed JSG Royalty IP (as applicable), useand (C) upon the request of Licensor, or Commercialize Ampliphi Products or use or display be provided by the Intrexon Trademarks, in each case except with Intrexon’s written consent, Licensee to the Licensor (which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c). (a) Ampliphi may transfer, redacted solely to the extent reasonably necessary to delete confidential terms not related to the sublicense of the applicable rights granted hereunder or other compliance with this Agreement). For clarity, granting a sublicense shall not relieve each Licensee of any obligations hereunder and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi Products each Licensee shall cause each of its Sublicensees to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities for Ampliphi Productscomply, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(a)shall remain responsible for its Sublicensees’ compliance with, Ampliphi will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 terms of this Agreement are not violated by any applicable to such Third Party contractor. (b) Ampliphi may, with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon TrademarksLicensee. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi shall remain responsible for, and be guarantor of, the performance a Licensee becomes aware of a material breach by any such Affiliate and shall cause such Affiliate to comply with the of its Sublicensees of any applicable provisions of this Agreement in connection with respect to Intellectual Property of Licensor, such performance (Licensee shall promptly notify the applicable Licensor of such breach, and the Parties shall cooperate to cause such Sublicensee to remedy such breach as though such Affiliate were Ampliphi)appropriate; provided, including that any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval of the JSC reasonable costs or expenses incurred by either Party and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials paid to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise of rights under this Agreement, provided that such sublicense or use of Intrexon Materials Party shall be limited to those rights or uses necessary for at such Third Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party Licensee’s sole cost and shall cause such Third Party to comply with the provisions of this Agreement in connection with such performance (as though such Third Party were Ampliphi)expense.

Sublicensing. Except as provided in this Section 3.2below, Ampliphi ZIOPHARM shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Products or use or display the Intrexon Trademarkscommercialize ZIOPHARM Products, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c). (a) Ampliphi ZIOPHARM may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereofnecessary, Intrexon Materials that are or express Ampliphi Products to a Third Party contractor performing contract manufacturing, post-API fill, and/or /finish responsibilities for Ampliphi ZIOPHARM Products, and may in connection therewith grant limited any sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(a)In addition, Ampliphi will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi may, with Intrexon’s written consent, which consent ZIOPHARM shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an any Affiliate, or otherwise grant an any Affiliate the right to display the Intrexon Trademarksresearch, develop, use, or commercialize ZIOPHARM Products, in each case except with Intrexon’s written consent, which written consent shall not be unreasonably withheld or delayed. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi ZIOPHARM shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiZIOPHARM), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval . None of the JSC enforcement rights under the Intrexon Patents that are Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. granted to ZIOPHARM pursuant to Section 6.3 shall be transferred to, or exercised by, a sublicensee except with Intrexon’s prior written consent, which consent shall not may be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with AmpliphiIntrexon’s exercise of rights under this Agreement, provided that such sublicense or use of Intrexon Materials shall be limited to those rights or uses necessary for such Third Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the provisions of this Agreement in connection with such performance (as though such Third Party were Ampliphi)sole discretion.

Sublicensing. Except as provided in this (a) Each Party shall have the right to grant sublicenses, under the licenses granted to it under Section 3.1 and Section 3.2, Ampliphi shall not sublicense the rights granted under Section 3.1 to any Affiliates and to Third PartyParties, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c). (a) Ampliphi may transfer, solely to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi Products to required for a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities for Ampliphi Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform its duties with respect to the conduct of the Combined Therapy Trials (and, for Third Party sublicenses, if agreed to by the other Party, such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(aconsent not to be unreasonably withheld, conditioned or delayed), Ampliphi will remain obligated solely as necessary to ensure that the rights of Intrexon assist a Party in and carrying out its responsibilities with respect to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractorCombined Therapy Trials. (b) Ampliphi mayFor the avoidance of doubt, with Intrexon’s written consent, which consent (i) in no event shall not be unreasonably withheld BMS (or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate any of its sublicensees) have the right to display xxxxx Xxx or any of Ono’s Affiliates any sublicense under the Intrexon Trademarks. In licenses granted to BMS in Section 3.2, without the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi shall remain responsible forprior written consent of Exelixis, and be guarantor of(ii) in no event shall Exelixis (or any of its sublicensees) have the right to xxxxx Xxxxx, Takeda or any of their respective Affiliates any sublicense under the performance by any such Affiliate and shall cause such Affiliate licenses granted to comply with Exelixis in Section 3.2, without the provisions prior written consent of this Agreement in connection with such performance (as though such Affiliate were Ampliphi), including any payment obligations owed to Intrexon hereunderBMS. (c) Ampliphi may, upon approval of the JSC With regard to any such sublicenses permitted and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise of rights made under this Agreement, (i) such sublicensees, except Affiliates (so long as they remain Affiliates of a Party), shall be subject to written agreements that bind such sublicensees to obligations that are consistent with a Party’s obligations under this Agreement including, but not limited to, confidentiality and non-use provisions no less restrictive than those set forth in Sections 8.2 and 8.3 and Article 9, and provisions regarding intellectual property that ensure that the Parties will have the rights provided that under this Agreement to any intellectual property created by such sublicensee, (ii) each Party shall provide written notice to the other of any such sublicense or use of Intrexon Materials shall be limited (and obtain approval for sublicenses to those rights or uses necessary for such Third Parties); and (c) the licensing Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible liable for the performance by any such Third Party and shall cause such Third Party to comply with the provisions all actions of this Agreement in connection with such performance (as though such Third Party were Ampliphi)its sublicensees.

Sublicensing. Except as provided in this (a) Subject to Section 3.23.3(b), Ampliphi each Party shall not sublicense have the rights right to grant sublicenses under the licenses granted to it under Section 3.1 to any Third PartyAffiliates and, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi shall have if required for a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c). (a) Ampliphi may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi Products to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities for Ampliphi Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform its duties with respect to the conduct of the Combined Therapy Trials (and agreed to by the other Party, such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(aconsent not to be unreasonably withheld), Ampliphi will remain obligated to ensure that the rights of Intrexon Third Parties, solely as necessary to assist a Party in and carrying out its responsibilities with respect to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractorCombined Therapy Trials. (b) Ampliphi may, with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarks. In the event that Intrexon consents With regard to any such grant or transfer to an Affiliate, Ampliphi shall remain responsible for, sublicenses permitted and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were Ampliphi), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise of rights made under this Agreement, (i) such sublicensees, except Affiliates (so long as they remain Affiliates of a Party), shall be subject to written agreements that bind such sublicensees to obligations that are consistent with a Party’s obligations under this Agreement including confidentiality and non-use provisions no less restrictive than those set forth in Sections 8.2 and 8.3 and Article 9, and provisions regarding intellectual property that ensure that the Parties will have the rights, title, and interest provided that under this Agreement to any intellectual property created by such sublicensee, (ii) each Party shall provide written notice to the other of any such sublicense or use of Intrexon Materials shall be limited (and obtain approval for sublicenses to those rights or uses necessary for such Third Parties); and (iii) the licensing Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible liable for the performance by any such Third Party and shall cause such Third Party to comply with the provisions all actions or inactions of this Agreement in connection with such performance (as though such Third Party were Ampliphi)its sublicensees. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WHERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Sublicensing. Except 3.1. Pulse Technologies hereby agrees that during the Term it shall not (without Ikaria’s prior written consent, which Ikaria may withhold in its sole discretion) grant any Sublicenses under the R&D IP to an Ikaria Competitor. 3.2. All Sublicenses granted by Pulse Technologies of rights to practice under or otherwise use or have the benefit of any R&D IP shall be pursuant to written agreements. All such Sublicenses shall impose obligations, responsibilities and standards upon a Sublicensee that, in all material respects, are not less than those imposed on Pulse Technologies hereunder. Further, each Sublicense shall include a provision prohibiting the Sublicensee from further sublicensing any of the rights granted by Pulse Technologies. Each Sublicense shall specifically reference this Agreement and shall name Ikaria as provided in an intended third party beneficiary of such Sublicense with the right to enforce the terms thereof against the Sublicensee directly and for its own benefit. Ikaria shall have the right to review any proposed Sublicense to ensure that it complies with the requirements of this Agreement; provided, however, that Pulse Technologies may only redact from the proposed Sublicense the amounts of payments to be made by either party thereunder. Pulse Technologies shall not enter into any Sublicense without having first obtained Ikaria’s written confirmation that the proposed Sublicense meets the requirements of this Agreement, including the terms and conditions of this Section 3.2, Ampliphi shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c). (a) Ampliphi may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi Products to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities for Ampliphi Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(a), Ampliphi will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi may, with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed. As soon as reasonably practicable after execution of a Sublicense hereunder, sublicense Pulse Technologies shall provide a true and complete copy thereof to Ikaria, provided, however, that Pulse Technologies may redact only the rights granted under Section 3.1 amounts of payments to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi shall remain responsible for, and be guarantor of, the performance made by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were Ampliphi), including any payment obligations owed to Intrexon hereundereither party thereunder. (c) Ampliphi may, upon approval of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise of rights under this Agreement, provided that such sublicense or use of Intrexon Materials shall be limited to those rights or uses necessary for such Third Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the provisions of this Agreement in connection with such performance (as though such Third Party were Ampliphi).

Sublicensing. Except as provided in this Section 3.2, Ampliphi AquaBounty shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi AquaBounty Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi AquaBounty (and its Product Sublicensees only to the extent explicitly set forth in Section 3.2(a) below) shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and through 3.2(c). (a) Ampliphi AquaBounty may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi Products to a Third Party contractor performing (i) farming, cultivation, or harvesting of food animals from AquaBounty Products under bailment from AquaBounty or (ii) contract manufacturing, fill, and/or finish responsibilities for Ampliphi AquaBounty Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi AquaBounty transfers any Intrexon Materials under this Section 3.2(a), Ampliphi AquaBounty will remain obligated take commercially reasonable steps, including contractually obligating any such Third Party contractors, to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. A Product Sublicensee may transfer, to the extent reasonably necessary and upon the consent of Intrexon (which consent shall not be unreasonably withheld), Intrexon Materials that are ingredients for the AquaBounty Product sublicensed by the Product Sublicensee to a Third Party contractor performing on behalf of that Product Sublicensee (A) farming, cultivation, or harvesting of food animals from AquaBounty Products under bailment from AquaBounty or (B) contract manufacturing, fill, and/or finish responsibilities for AquaBounty Products, and may in connection therewith grant limited sublicenses to the extent necessary to enable such Third Party to perform such activities. AquaBounty will require and ensure that if any Product Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Sublicensee transfers any Intrexon Materials under this Section 3.2(a), that such Product Sublicensee, after obtaining Intrexon’s consent, will take commercially reasonable steps, including contractually obligating any such Third Party contractors, to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any Third Party contractors of such Product Sublicensees. (b) Ampliphi AquaBounty may, with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayedwithheld, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi AquaBounty shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiAquaBounty), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval AquaBounty may grant a sublicense of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 (and not including a right to a Third-Party, or transfer the Intrexon Materials sublicense under this Section 3.1(c)) to a Third PartyParty licensee of any AquaBounty Product (a “Product Sublicensee”) to the extent necessary to permit such Third Party to research, in each case who develop, use, import, export, make, have made, sell, and offer for sale that AquaBounty Product (a “Product Sublicense”), provided that (i) such Product Sublicense is providing services expressly limited to Ampliphi in connection with Ampliphi’s exercise the appropriate AquaBounty Product, (ii) such Product Sublicense does not grant the Product Sublicensee any rights to Intrexon IP other than as incorporated into the AquaBounty Product at the time of rights the Product Sublicense, (iii) such Product Sublicense does not purport to relieve AquaBounty of any of its obligations under this Agreement, provided that such sublicense or use of (iv) the Product Sublicensee agrees in writing, in a document in form reasonably acceptable to Intrexon Materials shall be limited and to those rights or uses necessary for such Third Party which Intrexon is an express third party beneficiary, to provide such services. In abide by the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the following provisions of this Agreement Agreement: Sections 3.1, 3.3 through 3.6, 3.8, 3.10, and 3.11 and Articles 6, 7, and 10), and (v) the Product Sublicense is presented in connection with such performance (full to the JSC by AquaBounty before execution by AquaBounty and the prospective Product Sublicensee and as though such Third Party were Ampliphi)soon as is reasonably practical for the purpose of allowing the JSC to review and comment upon the terms and scope of the Product Sublicense agreement before execution.

Sublicensing. Except as provided in this Section 3.2, Ampliphi shall not sublicense the rights The license granted under pursuant to Section 3.1 is sublicensable by Juno to any Affiliates or Third Party, or transfer Parties; provided that any such sublicense must comply with the Intrexon Materials to any Third Party, or otherwise grant any Third Party following conditions: 3.2.1 Any sublicense must comply with the right to research, develop, use, or Commercialize Ampliphi Products or use or display requirements of the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c)Opus In-Licenses. 3.2.2 Juno may grant sublicenses through multiple tiers but only pursuant to a written sublicense agreement with the sublicensee. Opus must receive written notice as soon as practicable following execution of any such sublicenses. Any further sublicenses granted by any sublicensees (a) Ampliphi may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi Products to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities for Ampliphi Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(a), Ampliphi will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (bpermitted hereunder) Ampliphi may, with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to must comply with the provisions of this Agreement in connection with Section 3.2 to the same extent as if Juno granted such performance (as though such Affiliate were Ampliphi), including any payment obligations owed to Intrexon hereundersublicense directly. (c) Ampliphi may3.2.3 In each sublicense agreement, upon approval of the JSC and with Intrexon’s written consent, which consent shall not sublicensee must be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise of rights under this Agreement, provided that such sublicense or use of Intrexon Materials shall be limited to those rights or uses necessary for such Third Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party required to comply with the provisions terms and conditions of this Agreement 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. [***] 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. 3.2.4 The official language of any sublicense agreement shall be English. 3.2.5 Within [***] after entering into a sublicense, Opus must receive a copy of the sublicense written in connection the English language for Opus’ records and to share with the NIH. The copy of the sublicense may be redacted to exclude confidential information of the applicable sublicensee, but such performance copy shall not be redacted to the extent that it impairs Opus’ (as though 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 Third Party were Ampliphi)complete, unredacted copy.

Sublicensing. Except as provided in this Section 3.2below, Ampliphi Oragenics shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Oragenics Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi Oragenics shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and through 3.2(c)) below. (a) Ampliphi Oragenics may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereofnecessary, Intrexon Materials that are or express Ampliphi Products active pharmaceutical ingredients to a Third Party contractor performing contract manufacturing, fill, and/or /finish responsibilities for Ampliphi Oragenics Products, and may in connection therewith grant limited any sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(a), Ampliphi will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi Oragenics may, with Intrexon’s written consent, which written consent shall not be unreasonably withheld withheld, conditioned, or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to research, develop, use, or Commercialize Oragenics Products or use or display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi Oragenics shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiOragenics), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval Oragenics may grant a sublicense of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-PartyThird Party licensee of any Oragenics Product (a “Product Sublicensee”) to the extent necessary to permit such Third Party to research, or transfer develop, use, import, export, make, have made, sell, and offer for sale that Oragenics Product (a “Product Sublicense”), provided, that (i) such Product Sublicense is expressly limited to the appropriate Oragenics Product, (ii) does not grant the Product Sublicensee any rights to Intrexon Materials IP other than that incorporated into the Oragenics Product at the time of the Product Sublicense, (iii) does not purport to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise relieve Oragenics of rights any of its obligations under this Agreement, provided that such sublicense or use of (iv) the Product Sublicensee agrees in writing, in a document in form reasonably acceptable to Intrexon Materials shall be limited and to those rights or uses necessary for such Third Party which Intrexon is an express third party beneficiary, to provide such services. In abide by the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the following provisions of this Agreement Agreement: Sections 3.1., 3.3-3.6, 3.8, 3.10, and 3.11 and Articles VI, VII, and X), (v) the Product Sublicense is presented in connection full to the JSC by Oragenics before execution by Oragenics and the prospective Product Sublicensee and as soon as is reasonably practical for the purpose of allowing the JSC to review and comment upon the terms and scope of the Product Sublicense agreement before execution, and (vi) the Product Sublicensee is not controlled by or otherwise affiliated with such performance (a member of the KFLP Group. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as though such Third Party were Ampliphi)amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

Sublicensing. Except as provided in this Section 3.2below, Ampliphi Adeona shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Products or use or display the Intrexon Trademarkscommercialize Adeona Products, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c). (a) Ampliphi Adeona may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereofnecessary, Intrexon Materials that are or express Ampliphi Products to a Third Party contractor performing contract manufacturing, post-API fill, and/or /finish responsibilities for Ampliphi Adeona Products, and may in connection therewith grant limited any sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(a)In addition, Ampliphi will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi may, with Intrexon’s written consent, which consent Adeona shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an any Affiliate, or otherwise grant an any Affiliate the right to display the Intrexon Trademarksresearch, develop, use, or commercialize Adeona Products, in each case except with Intrexon’s written consent, which written consent shall not be unreasonably withheld or delayed. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi Adeona shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiAdeona), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval . None of the JSC and enforcement rights under the Intrexon Patents that are granted to Adeona pursuant to Section 6.3 shall be transferred to, or exercised by, a sublicensee except with Intrexon’s prior written consent, which consent shall not may be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with AmpliphiIntrexon’s exercise of rights under this Agreement, provided that such sublicense or use of Intrexon Materials shall be limited to those rights or uses necessary for such Third Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the provisions of this Agreement in connection with such performance (as though such Third Party were Ampliphi)sole discretion.

Sublicensing. Except as provided in this Section 3.2, Ampliphi Soligenix shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Soligenix Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi Soligenix (and its Product Sublicensees only to the extent explicitly set forth in Section 3.2(a) beow) shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and through 3.2(c). (a) Ampliphi Soligenix may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereofnecessary, Intrexon Materials that are or express Ampliphi Soligenix Products to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities for Ampliphi Soligenix Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi Soligenix transfers any Intrexon Materials under this Section 3.2(a), Ampliphi Soligenix will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. A Product Sublicensee of Soligenix may transfer, to the extent reasonably necessary and upon the consent of Intrexon, which consent shall not be unreasonably withheld, Intrexon Materials that are or express active pharmaceutical ingredients to a Third Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Party contractor performing fill/finish responsibilities for Soligenix Products duly sublicensed to that Product Sublicensee, and may in connection therewith grant limited sublicenses to the extent necessary to enable such Third Party to perform such activities. Soligenix will require and ensure that if any Product Sublicensee transfers any Intrexon Materials under this Section 3.2(a), that such Product Sublicensee, after obtaining Intrexon’s consent, and Soligenix will be responsible for ensuring that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi Soligenix may, with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayedwithheld, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi Soligenix shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiSoligenix), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi Soligenix may, upon approval of the JSC and with Intrexon’s written consent, which consent shall may not be unreasonably withheld or delayedwithheld, grant a sublicense of the rights granted under Section 3.1 to a Third-PartyThird Party licensee of any Soligenix Product (a “Product Sublicensee”) to the extent necessary to permit such Third Party to research, or transfer develop, use, import, export, make, sell, and offer for sale that Soligenix Product (a “Product Sublicense”), provided, that (i) the Soligenix Product in question has completed a Phase I clinical trial, (ii) such Product Sublicense is expressly limited to the appropriate Soligenix Product, (ii) such Product Sublicense does not grant the Product Sublicensee any rights to Intrexon Materials IP other than that incorporated into the Soligenix Product at the time of the Product Sublicense, (iii) such Product Sublicense does not purport to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise relieve Soligenix of rights any of its obligations under this Agreement, provided that such sublicense or use of (iv) the Product Sublicensee agrees in writing, in a document in form reasonably acceptable to Intrexon Materials shall be limited and to those rights or uses necessary for such Third Party which Intrexon is an express third party beneficiary, to provide such services. In abide by the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the following provisions of this Agreement Agreement: Sections 3.1, 3.2(a), 3.3-3.6, 3.8, 3.10, 3.11, and 4.6 and Articles 6, 7, and 10, and (v) the Product Sublicense is presented in connection with such performance (full to the JSC and IPC by Soligenix before execution by Soligenix and the prospective Product Sublicensee and as though such Third Party were Ampliphi)soon as is reasonably practical during negotiations thereof for the purpose of allowing the JSC and IPC to review and comment upon the terms and scope of the Product Sublicense agreement.

Sublicensing. Except as provided in this Section 3.2below, Ampliphi Fibrocell shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Fibrocell Products or Improved Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi Fibrocell shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c3.2(b). (a) Ampliphi Fibrocell may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereofnecessary, Intrexon Materials that are or express Ampliphi Products active pharmaceutical ingredients to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities for Ampliphi Fibrocell Products or Improved Products, and may in connection therewith grant limited sublicenses necessary to Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. enable such Third Party to perform such activities. If Ampliphi Fibrocell transfers any Intrexon Materials under this Section 3.2(a), Ampliphi Fibrocell will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi Fibrocell may, with Intrexon’s written consent, which consent shall cannot be unreasonably withheld or delayedwithheld, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to research, develop, use, or Commercialize Fibrocell Products or Improved Products or use or display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi Fibrocell shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiFibrocell), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise of rights under this Agreement, provided that such sublicense or use of Intrexon Materials shall be limited to those rights or uses necessary for such Third Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the provisions of this Agreement in connection with such performance (as though such Third Party were Ampliphi).

Sublicensing. Except as provided in this Section 3.2, Ampliphi Genopaver shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Genopaver Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi Genopaver (and its Product Sublicensees only to the extent explicitly set forth in Section 3.2(a) below) shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and through 3.2(c). (a) Ampliphi Genopaver may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi Genopaver Products to a Third Party contractor performing contract manufacturingmanufacturing Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, fill, and/or finish as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. responsibilities for Ampliphi Genopaver Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi Genopaver transfers any Intrexon Materials under this Section 3.2(a), Ampliphi Genopaver will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. A Product Sublicensee of Genopaver may transfer, to the extent reasonably necessary and upon the consent of Intrexon, which consent shall not be unreasonably withheld, Intrexon Materials that are or express ingredients for the Genopaver Product sublicensed by the Product Sublicensee to a Third Party contractor performing on behalf of that Product Sublicensee contract manufacturing responsibilities for Genopaver Products, and may in connection therewith grant limited sublicenses to the extent necessary to enable such Third Party to perform such activities. Genopaver will require and ensure that if any Product Sublicensee transfers any Intrexon Materials under this Section 3.2(a), that such Product Sublicensee, after obtaining Intrexon’s consent, will take commercially reasonable steps, including contractually obligating any such Third Party contractors, to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any Third Party contractors of such Product Sublicensees. (b) Ampliphi Genopaver may, with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayedwithheld, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi Genopaver shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiGenopaver), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval Genopaver may grant a sublicense of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 (and not including a right to a Third-Party, or transfer the Intrexon Materials sublicense under this Section 3.1(c)) to a Third PartyParty licensee of any Genopaver Product (a “Product Sublicensee”) to the extent necessary to permit such Third Party to research, in each case who develop, use, import, export, make, have made, sell, and offer for sale that Genopaver Product (a “Product Sublicense”), provided, that (i) such Product Sublicense is providing services expressly limited to Ampliphi in connection with Ampliphi’s exercise the appropriate Genopaver Product, (ii) such Product Sublicense does not grant the Product Sublicensee any rights to Intrexon IP other than as incorporated into the Genopaver Product at the time of rights the Product Sublicense, (iii) such Product Sublicense does not purport to relieve Genopaver of any of its obligations under this Agreement, provided that such sublicense or use of (iv) the Product Sublicensee agrees in writing, in a document in form reasonably acceptable to Intrexon Materials shall be limited and to those rights or uses necessary for such Third Party which Intrexon is an express third party beneficiary, to provide such services. In abide by the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the following provisions of this Agreement Agreement: Sections 3.1, 3.3-3.5, 3.7, 3.9, and 3.10 and Articles 6, 7, and 10), and (v) the Product Sublicense is presented in connection with such performance (full to the JSC by Genopaver before execution by Genopaver and the prospective Product Sublicensee and as though such Third Party were Ampliphi)soon as is reasonably practical for the purpose of allowing the JSC to review and comment upon the terms and scope of the Product Sublicense agreement before execution.

Sublicensing. Except as provided in 3.1 LICENSEE shall assure itself of the integrity and financial responsibility of each Person to whom a Sublicense is granted. 3.2 Each Sublicensee shall agree to be bound by all of the obligations, terms and conditions that obligate, bind or affect LICENSEE under this Section 3.2License Agreement to the extent that such obligations, Ampliphi shall not sublicense terms and conditions are relevant given the nature of the rights granted under Section 3.1 by LICENSEE to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c)given Sublicensee. (a) Ampliphi may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi Products to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities for Ampliphi Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(a), Ampliphi will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi may, with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were Ampliphi), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise of rights under this Agreement, provided that such sublicense or use of Intrexon Materials 3.3 LICENSEE shall be limited to those rights or uses necessary for such Third Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall and remain responsible for the performance by any each Sublicensee of all of such Third Party Sublicensee’s obligations provided herein. 3.4 LICENSEE shall agree to ascertain, compute and audit and shall cause such Third Party faithfully ascertain, compute and audit all Net Sales by each Sublicensee hereunder. 3.5 LICENSEE shall not grant any rights under the Licensed Patents to comply Sublicensee that are inconsistent with the provisions this Agreement or that would be a breach of this Agreement in connection with such performance if performed by a Sublicensee. 3.6 LICENSEE shall contractually require that each Sublicensee (as though such excluding Third Party were AmpliphiContractors) shall not at any time, directly or indirectly, in any legal or administrative proceeding oppose the grant of, dispute the validity of, or cooperate in any suit against any patent or claim included in the Licensed Patents (except as required under a court order or subpoena). 3.7 Within [***] after entering into any Sublicense (excluding Sublicenses granted to Third Parties that are clinical research organizations, contract manufacturers, contract laboratory organizations, and other similar Third Parties that support the development and commercialization of Licensed Products on a fee-for-service basis (“Third Party Contractors”) or any amendment to any such Sublicense, LICENSEE shall notify LICENSOR of the identity of the Sublicensee and shall provide to LICENSOR a copy of the Sublicense or amendment, which copy may be redacted to omit proprietary and other sensitive information to the extent that such redaction does not impact LICENSOR’s ability to confirm LICENSEE’s compliance with this Agreement. 3.8 LICENSEE shall provide to LICENSOR notice of any termination of the Sublicenses described in Section 3.7 within [***] after such event. 3.9 Any Sublicense entered into by LICENSEE in violation of the requirements of this Article 3 shall be null and void and without effect.

Sublicensing. Except as provided in this Section 3.2, Ampliphi Oragenics shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Oragenics Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. The parties shall agree, in connection with any such sublicense not covered under Sections 3.2(a) through 3.2(c) below, on the applicable Sublicensing Revenue Rate with respect to such sublicense. Notwithstanding the foregoing, Ampliphi Oragenics (and its Product Sublicensees only to the extent set forth in Section 3.2(a) below) shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and through 3.2(c)) below. (a) Ampliphi Oragenics may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi that produce Oragenics Products to a Third Party contractor performing contract manufacturing, fill, and/or finish manufacturing responsibilities for Ampliphi Oragenics Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi Oragenics transfers any Intrexon Materials under this Section 3.2(a), Ampliphi Oragenics will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. A Product Sublicensee of Oragenics may transfer, to the extent reasonably necessary and upon the consent of Intrexon, which consent shall not be unreasonably withheld, Intrexon Materials that are or that produce ingredients for the Oragenics Product sublicensed by the Product Sublicensee to a Third Party contractor performing on behalf of that Product Sublicensee contract manufacturing responsibilities for Oragenics Products, and may in connection therewith grant limited sublicenses to the extent necessary to enable such Third Party to perform such activities. Oragenics will require and ensure that if any Product Sublicensee transfers any Intrexon Materials under this Section 3.2(a), that such Product Sublicensee, after obtaining Intrexon’s consent, will take commercially reasonable steps, including contractually obligating any such Third Party contractors, to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any Third Party contractors of such Product Sublicensees. (b) Ampliphi Oragenics may, with Intrexon’s written consent, which written consent shall not be unreasonably withheld withheld, conditioned, or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to use or display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi Oragenics shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiOragenics), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval Oragenics may grant a sublicense of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 (and not including a right to a Third-Party, or transfer the Intrexon Materials sublicense under this Section 3.2(c)) to a Third PartyParty licensee of any Oragenics Product that is the subject of an effective Investigational New Drug Application or equivalent application or investigational exemption with a foreign regulatory body (a “Product Sublicensee”) to the extent necessary to permit such Third Party to research, in each case who develop, use, import, export, make, have made, sell, and offer for sale that Oragenics Product (a “Product Sublicense”), provided, that (i) such Product Sublicense is providing services expressly limited to Ampliphi in connection with Ampliphi’s exercise the appropriate Oragenics Product, (ii) such Product Sublicensee does not grant the Product Sublicensee any rights to Intrexon IP other than that incorporated into the Oragenics Product at the time of rights the Product Sublicense, (iii) does not purport to relieve Oragenics of any of its obligations under this Agreement, provided that such sublicense or use of (iv) the Product Sublicensee agrees in writing, in a document in form reasonably acceptable to Intrexon Materials shall be limited and to those rights or uses necessary for such Third Party which Intrexon is an express third party beneficiary, to provide such services. In abide by the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the following provisions of this Agreement Agreement: Sections 3.1., 3.3-3.6, 3.8, 3.10, and 3.11 and Articles 6, 7, and 10, (v) the Product Sublicense is presented in connection full to the JSC by Oragenics before execution by Oragenics and the prospective Product Sublicensee and as soon as is reasonably practical for the purpose of allowing the JSC to review and comment upon the terms and scope of the Product Sublicense agreement before execution, and (vi) the Product Sublicensee is not controlled by or otherwise affiliated with such performance (as though such Third Party were Ampliphi)a member of the KFLP Group.

Sublicensing. Except as provided in this Section 3.2, Ampliphi Histogenics shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Collaboration Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi Histogenics (and its Product Sublicensees only to the extent explicitly set forth in Section 3.2(a) below) shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and through 3.2(c). Any breach of any such obligations by any Affiliate or subcontractor under Section 3.2 shall be deemed a breach by Histogenics of its obligations under this Agreement, and Histogenics shall be responsible and liable for any breach of any such obligations by any of its Affiliates or subcontractors. (a) Ampliphi Histogenics may transfer, without Intrexon’s written consent, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi ingredients for Collaboration Products to a Third Party contractor performing contract manufacturing responsibilities or manufacturing, fill, and/or finish responsibilities -related activities on behalf of Histogenics for Ampliphi Collaboration Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi Histogenics transfers any Intrexon Materials under this Section 3.2(a), Ampliphi Histogenics will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. A Product Sublicensee of Histogenics may transfer, to the extent reasonably necessary and upon the consent of Intrexon, which consent shall not be unreasonably withheld, conditioned or delayed, Intrexon Materials that are or express ingredients for the Collaboration Product sublicensed by the Product Sublicensee to a Third Party contractor performing on behalf of that Product Sublicensee contract manufacturing responsibilities for Collaboration Products, and may in connection therewith grant limited sublicenses to the extent necessary to enable such Third Party to perform such activities. Histogenics will require and ensure that if any Product Sublicensee transfers any Intrexon Materials under this Section 3.2(a), that such Product Sublicensee will take commercially reasonable steps, including contractually obligating any such Third Party contractors, to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any Third Party contractors of such Product Sublicensees. (b) Ampliphi Histogenics may, (i) without Intrexon’s written consent, sublicense the rights granted under Section 3.1 to an Affiliate that is a wholly-owned subsidiary of Histogenics, transfer the Intrexon Materials to such Affiliate, and/or grant such Affiliate the right to display the Intrexon Trademarks and (ii) with Intrexon’s written consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed, sublicense the rights granted under Section 3.1 to an AffiliateAffiliate that is not a wholly-owned subsidiary of Histogenics, or transfer the Intrexon Materials to an such Affiliate, or and/or grant an such Affiliate the right to display the Intrexon Trademarks. In the event that Intrexon consents to of any such grant or transfer to an Affiliate, Ampliphi Histogenics shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiHistogenics), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval Histogenics may grant a sublicense of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 (and not including a right to sublicense under this Section 3.1(c)) without Intrexon’s written consent to a Third-PartyThird Party licensee of any Collaboration Product that would qualify as a Retained Product under any of the criteria set forth in Section 10.4 (a) (a “Product Sublicensee”), to the extent necessary to permit such Third Party to obtain regulatory approval for, research, develop, use, import, export, make, have made, sell, offer for sale, and otherwise Commercialize and exploit that Collaboration Product (a “Product Sublicense”), provided, that (i) such Product Sublicense is expressly limited to the appropriate Collaboration Product, (ii) such Product Sublicense does not grant the Product Sublicensee any rights to Intrexon IP other than as incorporated into the Collaboration Product at the time of the Product Sublicense, (iii) such Product Sublicense does not purport to relieve Histogenics of any of its obligations under this Agreement, (iv) the Product Sublicensee agrees in writing, to which Intrexon is an express third party beneficiary, to abide by provisions consistent with the following provisions of this Agreement: Sections 3.1, 3.3, 3.4, 3.6, 3.8, 3.10, and 3.11 and Articles 6, 7, and 10, (v) the Product Sublicense is summarized to the JSC by Histogenics before execution by Histogenics and the prospective Product Sublicensee and as soon as is reasonably practical for the purpose of allowing the JSC to review and comment upon the terms and scope of the Product Sublicense agreement before execution and (vi) the Product Sublicense does not include any “Bundling”. For the purposes of this Section, “Bundling” is a situation in which all three of the following exist: (A) the offering by Histogenics or transfer the Intrexon Materials its Affiliates to a Third Party, or by a Third Party to Histogenics or its Affiliates, of any rights, goods or services with respect to a Collaboration Product (including sale of Collaboration Product itself); (B) the offering by Histogenics or its Affiliates to a Third Party, or by a Third Party to Histogenics or its Affiliates, of any other rights, goods or services (including any rights, goods or services relating to other products Histogenics or any of its Affiliates Controls, sells or otherwise disposes of); and (C) the consideration for the rights, goods or services in each case who such offering is providing less than would have been customarily accepted by Histogenics, or more than would have been customarily provided by Histogenics, if such rights, goods or services were offered individually (i.e., separate from the bundle). In addition, Histogenics may grant a sublicense of the rights granted under Section 3.1 (and not including a right to Ampliphi in connection with Ampliphi’s exercise of rights sublicense under this AgreementSection 3.1(c)), provided without Intrexon’s written consent, but only with respect to ****, to ****, of any Collaboration Product that such sublicense or use would qualify as a Retained Product under any of Intrexon Materials shall be limited the criteria set forth in Section 10.4 (a), to those rights or uses the extent necessary for to permit such Third Party to provide such services. In obtain regulatory approval for, research, develop, use, import, export, make, have made, sell, offer for sale, and otherwise Commercialize and exploit that Collaboration Product in ****, provided, that Histogenics meets the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for requirements of (i) through (v) in the performance by any such Third Party and shall cause such Third Party to comply with the provisions of this Agreement in connection with such performance (as though such Third Party were Ampliphi)paragraph immediately above.

Sublicensing. Except as provided in 3.1 LICENSEE shall assure itself of the integrity and financial responsibility of each Person to whom a Sublicense is granted. 3.2 Each Sublicensee shall agree to be bound by all of the obligations, terms and conditions that obligate, bind or affect LICENSEE under this Section 3.2License Agreement to the extent that such obligations, Ampliphi shall not sublicense terms and conditions are relevant given the nature of the rights granted under Section 3.1 by LICENSEE to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c)given Sublicensee. (a) Ampliphi may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi Products to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities for Ampliphi Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(a), Ampliphi will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi may, with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were Ampliphi), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise of rights under this Agreement, provided that such sublicense or use of Intrexon Materials 3.3 LICENSEE shall be limited to those rights or uses necessary for such Third Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall and remain responsible for the performance by any each Sublicensee of all of such Third Party Sublicensee’s obligations provided herein. 3.4 LICENSEE shall agree to ascertain, compute and audit and shall cause such Third Party faithfully ascertain, compute and audit all Net Sales by each Sublicensee hereunder. 3.5 LICENSEE shall not grant any rights under the Licensed Patents to comply Sublicensee that are inconsistent with the provisions this Agreement or that would be a breach of this Agreement in connection with such performance if performed by a Sublicensee. 3.6 LICENSEE shall contractually require that each Sublicensee (as though such excluding Third Party were AmpliphiContractors) shall not at any time, directly or indirectly, in any legal or administrative proceeding oppose the grant of, dispute the validity of, or cooperate in any suit against any patent or claim included in the Licensed Patents (except as required under a court order or subpoena). 3.7 Within [***] after entering into any Sublicense (excluding Sublicenses granted to Third Parties that are clinical research organizations, contract manufacturers, contract laboratory organizations, and other similar Third Parties that support the development and commercialization of Licensed Products on a fee-for-service basis (“Third Party Contractors”) or any amendment to any such Sublicense, LICENSEE shall notify LICENSOR of the identity of the Sublicensee and shall provide to LICENSOR a copy of the Sublicense or amendment, which copy may be redacted to omit proprietary and other sensitive information to the extent that such redaction does not impact LICENSOR’s ability to confirm LICENSEE’s compliance with this Agreement. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 3.8 LICENSEE shall provide to LICENSOR notice of any termination of the Sublicenses described in Section 3.7 within [***] after such event. 3.9 Any Sublicense entered into by LICENSEE in violation of the requirements of this Article 3 shall be null and void and without effect.

Sublicensing. Except as provided in this Section 3.2, Ampliphi Fibrocell shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Products or use or display the Intrexon TrademarksCollaboration Products, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi Fibrocell shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c). (a) Ampliphi Fibrocell may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereofnecessary, Intrexon Materials that are or express Ampliphi active pharmaceutical ingredients for Collaboration Products to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities or manufacturing related activities on behalf of Fibrocell for Ampliphi Collaboration Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi Fibrocell transfers any Intrexon Materials under this Section 3.2(a), Ampliphi Fibrocell will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. A Product Sublicensee of Fibrocell may transfer, to the extent reasonably necessary and upon the consent of Intrexon, which consent shall not be unreasonably withheld, conditioned or delayed, Intrexon Materials that are or that produce ingredients for the Collaboration Product sublicensed by the Product Sublicensee to a Third Party contractor performing on behalf of that Product Sublicensee contract manufacturing responsibilities for Collaboration Products, and may in connection therewith grant limited sublicenses to the extent necessary to enable such Third Party contractor to perform such activities. Fibrocell will require and ensure that if any Product Sublicensee transfers any Intrexon Materials under this Section 3.2(a), that such Product Sublicensee, after obtaining Intrexon’s consent, will take commercially reasonable steps, including contractually obligating any such Third Party contractors, to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any Third Party contractors utilized by such Product Sublicensees. (b) Ampliphi Fibrocell may, with Intrexon’s written consent, which consent shall cannot be unreasonably withheld or delayedwithheld, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarksresearch, develop, use, or Commercialize Collaboration Products. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi Fibrocell shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiFibrocell), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval Fibrocell may grant a sublicense of the rights granted under Section 3.1 (and not including a right to sublicense under this Section 3.2(c)) to a Third Party sublicensee that meets the criteria set forth in this Section 3.2(c) (a “Product Sublicensee”) a sublicense to the extent necessary to permit such Third Party to research, develop, use, import, export, make, have made, sell, and offer for sale a specified Collaboration Product (a “Product Sublicense”). A Product Sublicense shall be permitted under this Section 3.2(c) if (i) the subject Collaboration Product is the subject of at least one completed phase 2 clinical trial (as defined by the FDA for trials conducted in the United States, or an equivalent efficacy clinical trial conducted elsewhere); (ii) such Product Sublicense is expressly limited to the appropriate Collaboration Product; (iii) such Product Sublicense does not grant the Product Sublicensee any rights to Intrexon IP other than as are incorporated into the Collaboration Product at the time of the Product Sublicense; (iv) such Product Sublicense does not purport to relieve Fibrocell of any of its obligations under this Agreement; (v) the Product Sublicensee agrees in writing, in a document in form reasonably acceptable to Intrexon and to which Intrexon is an express third party beneficiary, to abide by the following provisions of this Agreement (to the extent applicable): Sections 3.1, 3.3-3.6, 3.8, 3.10 and 3.11, and Articles 6, 7 and 10; (vi) the Product Sublicense is presented in full to the JSC (or to Intrexon) by Fibrocell before execution by Fibrocell and with Intrexon’s written the prospective Product Sublicensee and as soon as is reasonably practicable for the purpose of allowing Intrexon to review and comment upon the terms and scope of the Product Sublicense agreement before execution; and (vii) Intrexon provides its consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise of rights under this Agreement, provided that such sublicense or use of Intrexon Materials shall be limited to those rights or uses necessary for such Third Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the provisions of this Agreement in connection with such performance (as though such Third Party were Ampliphi).

Sublicensing. Except as provided in this Section 3.2, Ampliphi Oragenics shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Oragenics Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. The parties shall agree, in connection with any such sublicense not covered under Sections 3.2(a) through 3.2(c) below, on the applicable Sublicensing Revenue Rate with respect to such sublicense. Notwithstanding the foregoing, Ampliphi Oragenics (and its Product Sublicensees only to the extent set forth in Section 3.2(a) below) shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and through 3.2(c)) below. (a) Ampliphi Oragenics may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi that produce Oragenics Products to a Third Party contractor performing contract manufacturingmanufacturing Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, fill, and/or finish as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. responsibilities for Ampliphi Oragenics Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi Oragenics transfers any Intrexon Materials under this Section 3.2(a), Ampliphi Oragenics will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. A Product Sublicensee of Oragenics may transfer, to the extent reasonably necessary and upon the consent of Intrexon, which consent shall not be unreasonably withheld, Intrexon Materials that are or that produce ingredients for the Oragenics Product sublicensed by the Product Sublicensee to a Third Party contractor performing on behalf of that Product Sublicensee contract manufacturing responsibilities for Oragenics Products, and may in connection therewith grant limited sublicenses to the extent necessary to enable such Third Party to perform such activities. Oragenics will require and ensure that if any Product Sublicensee transfers any Intrexon Materials under this Section 3.2(a), that such Product Sublicensee, after obtaining Intrexon’s consent, will take commercially reasonable steps, including contractually obligating any such Third Party contractors, to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any Third Party contractors of such Product Sublicensees. (b) Ampliphi Oragenics may, with Intrexon’s written consent, which written consent shall not be unreasonably withheld withheld, conditioned, or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to use or display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi Oragenics shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiOragenics), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval Oragenics may grant a sublicense of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 (and not including a right to a Third-Party, or transfer the Intrexon Materials sublicense under this Section 3.2(c)) to a Third PartyParty licensee of any Oragenics Product that is the subject of an effective Investigational New Drug Application or equivalent application or investigational exemption with a foreign regulatory body (a “Product Sublicensee”) to the extent necessary to permit such Third Party to research, in each case who develop, use, import, export, make, have made, sell, and offer for sale that Oragenics Product (a “Product Sublicense”), provided, that (i) such Product Sublicense is providing services expressly limited to Ampliphi in connection with Ampliphi’s exercise the appropriate Oragenics Product, (ii) such Product Sublicensee does not grant the Product Sublicensee any rights to Intrexon IP other than that incorporated into the Oragenics Product at the time of rights the Product Sublicense, (iii) does not purport to relieve Oragenics of any of its obligations under this Agreement, provided that such sublicense or use of (iv) the Product Sublicensee agrees in writing, in a document in form reasonably acceptable to Intrexon Materials shall be limited and to those rights or uses necessary for such Third Party which Intrexon is an express third party beneficiary, to provide such services. In abide by the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the following provisions of this Agreement Agreement: Sections 3.1., 3.3-3.6, 3.8, 3.10, and 3.11 and Articles 6, 7, and 10, (v) the Product Sublicense is presented in connection full to the JSC by Oragenics before execution by Oragenics and the prospective Product Sublicensee and as soon as is reasonably practical for the purpose of allowing the JSC to review and comment upon the terms and scope of the Product Sublicense agreement before execution, and (vi) the Product Sublicensee is not controlled by or otherwise affiliated with such performance (a member of the KFLP Group. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as though such Third Party were Ampliphi)amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

Sublicensing. Except as provided in this Section 3.2, Ampliphi JV shall not sublicense the rights granted under Section 3.1 to any Third PartyParty or Affiliate that is not a Subsidiary, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. research, develop, use, or Commercialize Ampliphi JV Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi JV shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c3.2(b). (a) Ampliphi JV may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi JV Products to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities for Ampliphi JV Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi JV transfers any Intrexon Materials under this Section 3.2(a), Ampliphi JV will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi JV may, with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayedwithheld, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi JV shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiJV), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise of rights under this Agreement, provided that such sublicense or use of Intrexon Materials shall be limited to those rights or uses necessary for such Third Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the provisions of this Agreement in connection with such performance (as though such Third Party were Ampliphi).

Sublicensing. Except as provided in this Section 3.2, Ampliphi shall 3.1. Licensee may not sublicense its rights under this Agreement to any other Person without the prior written consent of Licensor, except that Licensee may sublicense the license rights granted to it under Section 3.1 Article 2 without Licensor’s prior written consent to: (i) its Affiliates that are Controlled by Licensee (but which shall in no case include any Prohibited Persons or be subject to any Third PartyPart 2 of Schedule 16.5), or transfer (ii) those manufacturers set forth on Exhibit E who are engaged at such time to manufacture the Intrexon Materials Licensed Products on Licensee’s behalf, and (iii) those distributors set forth on Exhibit E who are engaged at such time to any Third Party, or otherwise grant any Third Party distribute the right to research, develop, use, or Commercialize Ampliphi Licensed Products or use or display the Intrexon Trademarkson Licensee’s behalf, in each case except with Intrexon’s written consentof the foregoing (ii) and (iii), to the extent Licensee and such manufacturers or distributors, as applicable, are parties to a Contract which written consent includes substantially the same terms (other than pricing terms) that exist in those Contracts between the Transferred Companies and such third party manufacturers or distributors, as applicable, in existence as of the Effective Date. Any new third party manufacturers or distributors not otherwise provided for under this Section 3.1 may be withheld added to Exhibit E if they (x) are approved in Intrexon’s sole discretion. advance by Licensor, such approval not to be unreasonably withheld, conditioned or delayed, or (y) subject in all respects to compliance with this Section 3, are of the same quality, reputation and solvency in all material respects as the manufacturers or distributors already set forth on Exhibit E. Notwithstanding the foregoing, Ampliphi Licensee may not provide Licensed Products to any distributors known by Licensee to (i) intentionally redistribute, or (ii) repeatedly redistribute, such Licensed Products outside the Territory and to the extent that Licensee becomes aware that any distributors are distributing Licensed Products outside the Territory, Licensee shall have promptly notify Licensor and, if applicable, stop selling Licensed Products to any such distributors. Notwithstanding anything else in this Agreement, Licensee shall not sublicense its rights under this Agreement to any Prohibited Person and shall not attempt any sublicense subject to Part 2 of Schedule 16.5, and any attempted sublicense to a limited right Prohibited Person or sublicense subject to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) Part 2 of Schedule 16.5 shall be deemed null and 3.2(c)void. 3.2. Any sublicense granted pursuant to Section 3.1 shall (a) Ampliphi may transfer, to be in writing and include substantially the extent reasonably necessary same terms and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi Products to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities for Ampliphi Products, and may restrictions as set forth in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(a), Ampliphi will remain obligated to ensure Agreement (except that the sublicensee shall not have the right to further sublicense its rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 sublicense to any third party) and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi may, with Intrexon’s written consent, which consent shall not be unreasonably withheld automatically terminate upon expiration or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions termination of this Agreement in connection with such performance (as though such Affiliate were Ampliphi), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval Agreement. Licensee shall be liable for all acts and omissions of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise of rights under this Agreementits sublicensees, provided that no act or omission of a sublicensee can be grounds for termination or suspension in Sections 13.2, 13.3, or 13.4 if Licensee (i) causes such sublicense sublicensee to immediately cease such conduct or use of Intrexon Materials (ii) promptly terminates the applicable sublicensee, but in which case Licensee shall be limited otherwise nonetheless remain liable for damages to those rights or uses necessary for such Third Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible Licensor for the performance by any such Third Party and relevant act or omission of the sublicensee resulting in Licensee taking the foregoing actions. Licensee shall cause such Third Party to comply monitor compliance of its sublicensees with the provisions terms of this Agreement in connection their sublicenses and enforce compliance of such sublicensees with such performance (as though such Third Party were Ampliphi)the terms of their sublicenses.

Sublicensing. Except as provided in this Section 3.2, Ampliphi Oragenics shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Oragenics Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi Oragenics (and its Product Sublicensees only to the extent set forth in Section 3.2(a) below) shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and through 3.2(c)) below. (a) Ampliphi Oragenics may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi that produce Oragenics Products to a Third Party contractor performing contract manufacturing, fill, and/or finish manufacturing responsibilities for Ampliphi Oragenics Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi Oragenics transfers any Intrexon Materials under this Section 3.2(a), Ampliphi Oragenics will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. A Product Sublicensee of Oragenics may transfer, to the extent reasonably necessary and upon the consent of Intrexon, which consent shall not be unreasonably withheld, Intrexon Materials that are or that produce ingredients for the Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Oragenics Product sublicensed by the Product Sublicensee to a Third Party contractor performing on behalf of that Product Sublicensee contract manufacturing responsibilities for Oragenics Products, and may in connection therewith grant limited sublicenses to the extent necessary to enable such Third Party to perform such activities. Oragenics will require and ensure that if any Product Sublicensee transfers any Intrexon Materials under this Section 3.2(a), that such Product Sublicensee, after obtaining Intrexon’s consent, will take commercially reasonable steps, including contractually obligating any such Third Party contractors, to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any Third Party contractors of such Product Sublicensees. (b) Ampliphi Oragenics may, with Intrexon’s written consent, which written consent shall not be unreasonably withheld withheld, conditioned, or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to use or display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi Oragenics shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiOragenics), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval Oragenics may grant a sublicense of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 (and not including a right to a Third-Party, or transfer the Intrexon Materials sublicense under this Section 3.2(c)) to a Third PartyParty licensee of any Oragenics Product that is the subject of an effective Investigational New Drug Application or equivalent application or investigational exemption with a foreign regulatory body (a “Product Sublicensee”) to the extent necessary to permit such Third Party to research, in each case who develop, use, import, export, make, have made, sell, and offer for sale that Oragenics Product (a “Product Sublicense”), provided, that (i) such Product Sublicense is providing services expressly limited to Ampliphi in connection with Ampliphi’s exercise the appropriate Oragenics Product, (ii) such Product Sublicensee does not grant the Product Sublicensee any rights to Intrexon IP other than that incorporated into the Oragenics Product at the time of rights the Product Sublicense, (iii) does not purport to relieve Oragenics of any of its obligations under this Agreement, provided that such sublicense or use of (iv) the Product Sublicensee agrees in writing, in a document in form reasonably acceptable to Intrexon Materials shall be limited and to those rights or uses necessary for such Third Party which Intrexon is an express third party beneficiary, to provide such services. In abide by the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the following provisions of this Agreement Agreement: Sections 3.1., 3.3-3.6, 3.8, 3.10, and 3.11 and Articles 6, 7, and 10, (v) the Product Sublicense is presented in connection full to the JSC by Oragenics before execution by Oragenics and the prospective Product Sublicensee and as soon as is reasonably practical for the purpose of allowing the JSC to review and comment upon the terms and scope of the Product Sublicense agreement before execution, and (vi) the Product Sublicensee is not controlled by or otherwise affiliated with such performance (as though such Third Party were Ampliphi)a member of the KFLP Group.

Sublicensing. Except as provided in this Section 3.2, Ampliphi A Party shall not have the right to sublicense the rights and licenses granted to it under Section 3.1 8.1 (License to any Third PartyProGen) or Section 8.2 (License to Rani), or transfer as applicable, without the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Products or use or display the Intrexon Trademarks, in each case except with Intrexonapplicable Licensor’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi shall have a limited right to sublicense under each Party, without the circumstances described in Sections 3.2(a)Licensor’s consent, 3.2(b) and 3.2(c). (a) Ampliphi may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi Products to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities for Ampliphi Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(a), Ampliphi will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi may, with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights and licenses granted to it under Section 3.1 8.1 (License to an Affiliate, ProGen) or transfer the Intrexon Materials Section 8.2 (License to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiRani), including any payment obligations owed as applicable, to Intrexon hereunder. (c) Ampliphi may, upon approval of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise of rights under this Agreementits Affiliates, provided that such Party remains primarily responsible for the activities of any such Affiliates, (b) may use customary Subcontractors in the performance of activities allocated to it hereunder, provided that such Party remains primarily responsible for the activities of any such Subcontractors, and (c) shall have the right to sublicense the rights and licenses granted to it under Section 8.1 (License to ProGen) or use Section 8.2 (License to Rani), as applicable, with respect to one or more of Intrexon Materials its Licensed Territories to one or more Sublicensees, provided that such Sublicensees are Permitted Parties. All revenue from licensing/sublicensing Product rights in Licensed Territories shall be limited to those rights shared equally by the Parties in accordance with Section 7.2 (Operating Profit or uses necessary for such Third Party to provide such servicesLoss). In Notwithstanding any sublicensing under this Section 8.3 (Sublicensing), the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi Licensee shall remain responsible hereunder for the full and complete performance by of all of Licensee’s obligations and duties under this Agreement and compliance of any such Third Party and shall cause such sublicense with the terms of this Agreement. The Party granting any Third Party sublicense hereunder shall provide the other Party with [*] other than [*]. To the extent reasonably necessary, such Party may [*]. Any such sublicense agreement shall obligate such sublicensee to comply with all relevant restrictions, limitations, and obligations in this Agreement. Any use of a Third Party (including Subcontractors) to perform obligations under this Agreement shall be pursuant to a written agreement that is consistent with the provisions terms of this Agreement in connection with such performance (as though such Agreement, including that the Third Party were Ampliphiundertakes in writing commercially reasonable obligations of confidentiality and non-use regarding Confidential Information that are substantially the same as those undertaken by the Parties with respect to Confidential Information under this Agreement, and terms that are materially as protective of the other Party and its intellectual property and proprietary rights as the terms of this Agreement. Upon the request of either Party, prior the sharing of any Compound, Devices or Product with Third Parties, the Parties shall agree discuss and agree in good faith upon procedures therefor, in order to protect the confidentiality and intellectual property of the other Party (i.e., each Party’s Background IP, ProGen Program Inventions, or Rani Program Inventions), including limitations on granting to Third Parties access to and use of Compound, Device or Product prior to commercial launch of the Product.

Sublicensing. Except as provided in this Section 3.2below, Ampliphi Oragenics shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Oragenics Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi Oragenics shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and through 3.2(c)) below. (a) Ampliphi Oragenics may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereofnecessary, Intrexon Materials that are or express Ampliphi Products active pharmaceutical ingredients to a Third Party contractor performing contract manufacturing, fill, and/or /finish responsibilities for Ampliphi Oragenics Products, and may in connection therewith grant limited any sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(a), Ampliphi will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi Oragenics may, with Intrexon’s written consent, which written consent shall not be unreasonably withheld withheld, conditioned, or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to research, develop, use, or Commercialize Oragenics Products or use or display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi Oragenics shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiOragenics), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval Oragenics may grant a sublicense of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-PartyThird Party licensee of any Oragenics Product (a “Product Sublicensee”) to the extent necessary to permit such Third Party to research, or transfer develop, use, import, export, make, have made, sell, and offer for sale that Oragenics Product (a “Product Sublicense”), provided, that (i) such Product Sublicense is expressly limited to the appropriate Oragenics Product, (ii) does not grant the Product Sublicensee any rights to Intrexon Materials IP other than that incorporated into the Oragenics Product at the time of the Product Sublicense, (iii) does not purport to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise relieve Oragenics of rights any of its obligations under this Agreement, provided that such sublicense or use of (iv) the Product Sublicensee agrees in writing, in a document in form reasonably acceptable to Intrexon Materials shall be limited and to those rights or uses necessary for such Third Party which Intrexon is an express third party beneficiary, to provide such services. In abide by the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the following provisions of this Agreement Agreement: Sections 3.1., 3.3-3.6, 3.8, 3.10, and 3.11 and Articles VI, VII, and X), (v) the Product Sublicense is presented in connection full to the JSC by Oragenics before execution by Oragenics and the prospective Product Sublicensee and as soon as is reasonably practical for the purpose of allowing the JSC to review and comment upon the terms and scope of the Product Sublicense agreement before execution, and (vi) the Product Sublicensee is not controlled by or otherwise affiliated with such performance (as though such Third Party were Ampliphi)a member of the KFLP Group.

Sublicensing. Except as provided in this Section 3.2below, Ampliphi Oragenics shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon EGI Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Oragenics Products or use or display the Intrexon EGI Trademarks, in each case except with IntrexonEGI’s written consent, which written consent may be withheld in IntrexonEGI’s sole discretion. Notwithstanding the foregoing, Ampliphi Oragenics shall have a limited right to sublicense under the circumstances described in Sections 3.2(a)) through 3.2(c) below. The parties shall agree, 3.2(bin connection with any such sublicense not covered under Sections 3.2(a) and through 3.2(c)) below, on the applicable Sublicensing Revenue Rate (as defined herein) with respect to such sublicense. (a) Ampliphi Oragenics may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereofnecessary, Intrexon EGI Materials that are or express Ampliphi Products active pharmaceutical ingredients to a Third Party contractor performing contract manufacturing, fill, and/or /finish responsibilities for Ampliphi Oragenics Products, and may in connection therewith grant limited any sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(a), Ampliphi will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi Oragenics may, with IntrexonEGI’s written consent, which written consent shall not be unreasonably withheld withheld, conditioned, or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon EGI Materials to an Affiliate, or grant an Affiliate the right to research, develop, use, or Commercialize Oragenics Products or use or display the Intrexon EGI Trademarks. In the event that Intrexon EGI consents to any such grant or transfer to an Affiliate, Ampliphi Oragenics shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiOragenics), including any payment obligations owed to Intrexon EGI hereunder. (c) Ampliphi may, upon approval Oragenics may grant a sublicense of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-PartyThird Party licensee of any Oragenics Product (a “Product Sublicensee”) to the extent necessary to permit such Third Party to research, or transfer develop, use, import, export, make, have made, sell, and offer for sale that Oragenics Product (a “Product Sublicense”), provided, that (i) such Product Sublicense is expressly limited to the Intrexon Materials appropriate Oragenics Product, (ii) does not grant the Product Sublicensee any rights to a Third PartyEGI IP other than that incorporated into the Oragenics Product at the time of the Product Sublicense, in each case who is providing services (iii) does not purport to Ampliphi in connection with Ampliphi’s exercise relieve Oragenics of rights any of its obligations under this Agreement, provided that such sublicense or use of Intrexon Materials shall be limited (iv) the Product Sublicensee agrees in writing, in a document in form reasonably acceptable to those rights or uses necessary for such Third Party EGI and to provide such services. In which EGI is an express third party beneficiary, to abide by the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the following provisions of this Agreement Agreement: Sections 3.1., 3.3-3.6, 3.8, 3.10, and 3.11 and Articles VI, VII, and X), and (v) the Product Sublicense is presented in connection with such performance (full to the JSC by Oragenics before execution by Oragenics and the prospective Product Sublicensee and as though such Third Party were Ampliphi)soon as is reasonably practical for the purpose of allowing the JSC to review and comment upon the terms and scope of the Product Sublicense agreement before execution.

Sublicensing. Except as provided in this Section 3.2, Ampliphi ZIOPHARM shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Products or use or display the Intrexon Trademarkscommercialize Products, in each case except with Intrexon’s written consent, which [***] = 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. written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c). (a) Ampliphi ZIOPHARM may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereofnecessary, Intrexon Materials that are or express Ampliphi Products to a Third Party contractor performing contract manufacturing, post-API fill, and/or /finish responsibilities for Ampliphi Products, and may in connection therewith grant limited any sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(a)In addition, Ampliphi will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi may, with Intrexon’s written consent, which consent ZIOPHARM shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an any Affiliate, or otherwise grant an any Affiliate the right to display the Intrexon Trademarksresearch, develop, use, or commercialize Products, in each case except with Intrexon’s written consent, which written consent shall not be unreasonably withheld or delayed. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi ZIOPHARM shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiZIOPHARM), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval . None of the JSC and enforcement rights under the Intrexon Patents that are granted to ZIOPHARM pursuant to Section 6.3 shall be transferred to, or exercised by, a sublicensee except with Intrexon’s prior written consent, which consent shall not may be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with AmpliphiIntrexon’s exercise of rights under this Agreement, provided that such sublicense or use of Intrexon Materials shall be limited to those rights or uses necessary for such Third Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the provisions of this Agreement in connection with such performance (as though such Third Party were Ampliphi)sole discretion.

Sublicensing. Except as provided in this Section 3.2, Ampliphi Soligenix shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Soligenix Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi Soligenix (and its Product Sublicensees only to the extent explicitly set forth in Section 3.2(a) beow) shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and through 3.2(c). (a) Ampliphi Soligenix may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereofnecessary, Intrexon Materials that are or express Ampliphi Soligenix Products to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities for Ampliphi Soligenix Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi Soligenix transfers any Intrexon Materials under this Section 3.2(a), Ampliphi Soligenix will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. A Product Sublicensee of Soligenix may transfer, to the extent reasonably necessary and upon the consent of Intrexon, which consent shall not be unreasonably withheld, Intrexon Materials that are or express active pharmaceutical ingredients to a Third Party contractor performing fill/finish responsibilities for Soligenix Products duly sublicensed to that Product Sublicensee, and may in connection therewith grant limited sublicenses to the extent necessary to enable such Third Party to perform such activities. Soligenix will require and ensure that if any Product Sublicensee transfers any Intrexon Materials under this Section 3.2(a), that such Product Sublicensee, after obtaining Intrexon’s consent, and Soligenix will be responsible for ensuring that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (b) Ampliphi Soligenix may, with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayedwithheld, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi Soligenix shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiSoligenix), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi Soligenix may, upon approval of the JSC and with Intrexon’s written consent, which consent shall may not be unreasonably withheld or delayedwithheld, grant a sublicense of the rights granted under Section 3.1 to a Third-PartyThird Party licensee of any Soligenix Product (a “Product Sublicensee”) to the extent necessary to permit such Third Party to research, or transfer develop, use, import, export, make, sell, and offer for sale that Soligenix Product (a “Product Sublicense”), provided, that (i) the Soligenix Product in question has completed a Phase I clinical trial, (ii) such Product Sublicense is expressly limited to the appropriate Soligenix Product, (ii) such Product Sublicense does not grant the Product Sublicensee any rights to Intrexon Materials IP other than that incorporated into the Soligenix Product at the time of the Product Sublicense, (iii) such Product Sublicense does not purport to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise relieve Soligenix of rights any of its obligations under this Agreement, provided that such sublicense or use of (iv) the Product Sublicensee agrees in writing, in a document in form reasonably acceptable to Intrexon Materials shall be limited and to those rights or uses necessary for such Third Party which Intrexon is an express third party beneficiary, to provide such services. In abide by the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the following provisions of this Agreement Agreement: Sections 3.1, 3.2(a), 3.3-3.6, 3.8, 3.10, 3.11, and 4.6 and Articles 6, 7, and 10, and (v) the Product Sublicense is presented in connection with such performance (full to the JSC and IPC by Soligenix before execution by Soligenix and the prospective Product Sublicensee and as though such Third Party were Ampliphi)soon as is reasonably practical during negotiations thereof for the purpose of allowing the JSC and IPC to review and comment upon the terms and scope of the Product Sublicense agreement.

Sublicensing. Except as provided in this Section 3.2below, Ampliphi BioLife shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi BioLife Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi upon successful execution by BioLife of its option under Section 5.1 BioLife (and its Product Sublicensees only to the extent explicitly set forth in Section 3.2(a) below) shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and through 3.2(c)) below. (a) Ampliphi BioLife may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereofnecessary, Intrexon Materials that are or express Ampliphi Products active pharmaceutical ingredients to a Third Party contractor Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. performing contract manufacturing, fill, and/or /finish responsibilities for Ampliphi BioLife Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi BioLife transfers any Intrexon Materials under this Section 3.2(a), Ampliphi BioLife will remain obligated take commercially reasonable steps to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. A Product Sublicensee of BioLife may transfer, to the extent reasonably necessary and upon the consent of Intrexon, which consent shall not be unreasonably withheld, Intrexon Materials that are or express active pharmaceutical ingredients to a Third Party contractor performing fill/finish responsibilities for BioLife Products duly sublicensed to that Product Sublicensee, and may in connection therewith grant limited sublicenses to the extent necessary to enable such Third Party to perform such activities. BioLife will require and ensure that if any Product Sublicensee transfers any Intrexon Materials under this Section 3.2(a), that such Product Sublicensee, after obtaining Intrexon’s consent, will take commercially reasonable steps to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi BioLife may, with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to research, develop, use, or Commercialize BioLife Products or use or display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi BioLife shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiBioLife), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi BioLife may, upon approval of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, grant a sublicense of the rights granted under Section 3.1 to a Third-PartyThird Party licensee of any BioLife Product (a “Product Sublicensee”) to the extent necessary to permit such Third Party to research, or transfer develop, use, import, export, make, sell, and offer for sale that BioLife Product (a “Product Sublicense”), provided, that (i) such Product Sublicense is expressly limited to the appropriate BioLife Product, (ii) does not grant the Product Sublicensee any rights to Intrexon Materials IP other than that incorporated into the BioLife Product at the time of the Product Sublicense, (iii) does not purport to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise relieve BioLife of rights any of its obligations under this Agreement, provided that such sublicense or use of (iv) the Product Sublicensee agrees in writing, in a document in form reasonably acceptable to Intrexon Materials shall be limited and to those rights or uses necessary for such Third Party which Intrexon is an express third party beneficiary, to provide such services. In abide by the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the following provisions of this Agreement Agreement: Sections 3.1, 3.2(a), 3.3-3.6, 3.8, 3.10, 3.11, and 4.6 and Articles 6, 7, and 10), and (v) the Product Sublicense is presented in connection with such performance (full to the JSC by BioLife before execution by BioLife and the prospective Product Sublicensee and as though such Third Party were Ampliphi)soon as is reasonably practical during negotiations thereof for the purpose of allowing the JSC to review and comment upon the terms and scope of the Product Sublicense agreement.

Sublicensing. Except as provided in this Section 3.2, Ampliphi shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party Peregrine will have the right to researchgrant sublicenses of the license rights provided in Section 2.1 to Affiliates and to Third Parties who are capable of fulfilling the development or commercialization responsibilities of Peregrine as set forth in Section 2.3, develop, use, or Commercialize Ampliphi Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written subject to Avanir's prior consent, which written such consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi shall have a limited right not to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c). (a) Ampliphi may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi Products to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities for Ampliphi Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(a), Ampliphi will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi may, with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, . Each such sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi shall remain responsible for, and will be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply consistent with the provisions terms of this Agreement in connection and will provide for the termination or direct assumption of each such sublicense at Avanir's option upon the termination of this Agreement. Peregrine will furnish Avanir a copy of each sublicense agreement with such performance (as though such Affiliate were Ampliphi), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party. In considering whether or not to terminate or assume any sublicense Avanir will give due consideration to the terms of the sublicense, the past performance under the sublicense agreement and any other commercially significant consideration which Avanir considers, in each case who is providing services to Ampliphi in connection with Ampliphi’s the exercise of its reasonable judgment, to be relevant. Except as specifically provided above, Peregrine will have no rights to sublicense all or any part of the license granted to Peregrine pursuant to this Agreement. Any transfer or extension of rights under the license granted under this Agreement, provided that such sublicense in whole or use of Intrexon Materials shall be limited in part, by Peregrine to those rights or uses necessary for such any Third Party will be deemed and considered to provide such servicesbe a sublicense under this Section 2.2, even if not so designated in the relevant legal documents. In the event that Intrexon consents Peregrine shall make all payments due to Avanir by reason of any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance Net Revenues by any such Third Party sublicensee and shall ensure each sublicensee's compliance with all terms of this Agreement applicable to Peregrine (including all terms of this Agreement identified as applicable to sublicensees), and Peregrine will cause any such Third Party sublicensee to agree in writing (i) to keep accurate books and records and permit Avanir to review the information concerning such books and records in accordance with the terms of this Agreement and (ii) to comply with the provisions all other terms of this Agreement in connection with such performance applicable to Peregrine (including all terms of this Agreement identified as though such Third Party were Ampliphiapplicable to sublicensees).

Sublicensing. Except as provided in this Section 3.2below, Ampliphi ZIOPHARM shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Products or use or display the Intrexon Trademarkscommercialize ZIOPHARM Products, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c). (a) Ampliphi ZIOPHARM may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereofnecessary, Intrexon Materials that are or express Ampliphi Products to a Third Party contractor performing contract manufacturing, post-API fill, and/or /finish responsibilities for Ampliphi ZIOPHARM Products, and may in connection therewith grant limited any sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(a)In addition, Ampliphi will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi may, with Intrexon’s written consent, which consent ZIOPHARM shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an any Affiliate, or otherwise grant an any Affiliate the right to display the Intrexon Trademarksresearch, develop, use, or commercialize ZIOPHARM Products, in each case except with Intrexon’s written consent, which written consent shall not be unreasonably withheld or delayed. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi ZIOPHARM shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiZIOPHARM), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval . None of the JSC and enforcement rights under the Intrexon Patents that are granted to ZIOPHARM pursuant to Section 6.3 shall be transferred to, or exercised by, a sublicensee except with Intrexon’s prior written consent, which consent may be withheld in Intrexon’s sole discretion. 3.3 No Non-Permitted Use. ZIOPHARM hereby covenants that it shall not be unreasonably withheld not, nor shall it permit any Affiliate or, if applicable, (sub)licensee, to use or delayedpractice, sublicense the rights granted under Section 3.1 to a Third-Partydirectly or indirectly, any Intrexon IP, Intrexon Channel Technology, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise of rights under for any purposes other than those expressly permitted by this Agreement, provided that such sublicense or use of Intrexon Materials shall be limited to those rights or uses necessary for such Third Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the provisions of this Agreement in connection with such performance (as though such Third Party were Ampliphi).3.4

Sublicensing. Except as provided in this Section 3.2, Ampliphi Synthetic shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Products or use or display the Intrexon TrademarksCollaboration Products, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi Synthetic (and its Product Sublicensees only to the extent explicitly set forth in Section 3.2(a) below) shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and through 3.2(c). Any breach of any such obligations by any Affiliate, Product Sublicensee or subcontractor under Section 3.2 shall be deemed a breach by Synthetic of its obligations under this Agreement, and Synthetic shall be responsible and liable for any breach of any such obligations by any of its Affiliates, Product Sublicensees, or subcontractors. (a) Ampliphi Synthetic may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereofnecessary, Intrexon Materials that are or express Ampliphi active pharmaceutical ingredients for Collaboration Products to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities or manufacturing-related activities on behalf of Synthetic for Ampliphi Collaboration Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi Synthetic transfers any Intrexon Materials under this Section 3.2(a), Ampliphi Synthetic will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. A Product Sublicensee of Synthetic may transfer, to the extent reasonably necessary and upon the consent of Intrexon, which consent shall not be unreasonably withheld, conditioned or delayed, Intrexon Materials that are or express ingredients for the Collaboration Product sublicensed by the Product Sublicensee to a Third Party contractor performing on behalf of that Product Sublicensee contract manufacturing responsibilities for Collaboration Products, and may in connection therewith grant limited sublicenses to the extent necessary to enable such Third Party to perform such activities. Synthetic will require and ensure that if any Product Sublicensee transfers any Intrexon Materials under this Section 3.2(a), that such Product Sublicensee will take commercially reasonable steps, including contractually obligating any such Third Party contractors, to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any Third Party contractors of such Product Sublicensees. (b) Ampliphi Synthetic may, with Intrexon’s written consent, which consent shall cannot be unreasonably withheld or delayedwithheld, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarksresearch, develop, use, or Commercialize Collaboration Products. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi Synthetic shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiSynthetic), including any payment obligations owed to Intrexon hereunder. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) Ampliphi may, upon approval Synthetic may grant a sublicense of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 (and not including a right to sublicense under this Section 3.2(c)) without Intrexon’s written consent to a Third-Third Party licensee of any Collaboration Product that would qualify as a Retained Product under any of the criteria set forth in Section 10.4(a) (such Third Party, a “Product Sublicensee”), to the extent necessary to permit such Third Party to obtain regulatory approval for, research, develop, use, import, export, make, have made, sell, offer for sale, and otherwise Commercialize and exploit that Collaboration Product (such sublicense, a “Product Sublicense”), provided, that (i) such Product Sublicense is expressly limited to the appropriate Collaboration Product, (ii) such Product Sublicense does not grant the Product Sublicensee any rights to Intrexon IP other than as incorporated into the Collaboration Product at the time of the Product Sublicense or transfer purport to provide such Product Sublicensee with research and development access to the Intrexon Materials Channel Technology, (iii) such Product Sublicense does not purport to relieve Synthetic of any of its obligations under this Agreement, (iv) the Product Sublicensee agrees in writing, to which Intrexon is an express third party beneficiary, to abide by provisions consistent with the following provisions of this Agreement: Sections 3.1, 3.3, 3.4, 3.6, 3.8, 3.10, and 3.11 and Articles 6, 7, and 10, (v) the Product Sublicense is summarized to the JSC by Synthetic before execution by Synthetic and the prospective Product Sublicensee and as soon as is reasonably practical for the purpose of allowing the JSC to review and comment upon the terms and scope of the Product Sublicense agreement before execution and (vi) the Product Sublicense does not include any “bundling”. For the purposes of this Section 3.2(c), “bundling” is a situation in which all three of the following exist: (A) the offering by Synthetic or its Affiliates to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise of rights under this Agreement, provided that such sublicense or use of Intrexon Materials shall be limited to those rights or uses necessary for such by a Third Party to provide such services. In Synthetic or its Affiliates, of any rights, goods or services with respect to a Collaboration Product (including sale of Collaboration Product itself); (B) the event that Intrexon consents offering by Synthetic or its Affiliates to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance or by any such Third Party and shall cause such a Third Party to comply with Synthetic or its Affiliates, of any other rights, goods or services (including any rights, goods or services relating to other products Synthetic or any of its Affiliates Controls, sells or otherwise disposes of); and (C) the provisions of this Agreement consideration for the rights, goods or services in connection with such performance offering is less than would have been customarily accepted by Synthetic, or more than would have been customarily provided by Synthetic, if such rights, goods or services were offered individually (as though such Third Party were Ampliphii.e., separate from the bundle).

Sublicensing. Except as provided in this Section 3.2, Ampliphi OvaXon shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Collaboration Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi OvaXon (and its Product Sublicensees only to the extent explicitly set forth in Section 3.2(a) below) shall have a limited right to sublicense the rights granted under Section 3.1 under the circumstances described in Sections 3.2(a), 3.2(b) and through 3.2(c). (a) Ampliphi OvaXon may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi Collaboration Products or components thereof to a Third Party contractor performing contract manufacturing, fill, and/or finish manufacturing responsibilities for Ampliphi Collaboration Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi OvaXon transfers any Intrexon Materials under this Section 3.2(a), Ampliphi OvaXon will remain obligated include in the agreement executed with each such Third Party contractor restrictions on the use and transfer of such Intrexon Materials and Intrexon IP by the Third Party contractor consistent with the restrictions under the provisions of Articles 6 and 7 of this Agreement. A Product Sublicensee of OvaXon may transfer, to the extent reasonably necessary and upon the consent of Intrexon, which consent shall not be unreasonably withheld, Intrexon Materials that are or express ingredients for the Collaboration Product sublicensed by the Product Sublicensee to a Third Party contractor performing on behalf of that Product Sublicensee contract manufacturing responsibilities for Collaboration Products, and may in connection therewith grant limited sublicenses to the extent necessary to enable such Third Party to perform such activities. OvaXon will include in the agreement executed with each such Third Party contractor a provision that provides that if any Product Sublicensee transfers any Intrexon Materials under this Section 3.2(a), that such Product Sublicensee, after obtaining Intrexon’s consent, will take commercially reasonable steps, including contractually obligating any such Third Party contractors, to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractorcontractors of such Product Sublicensees. (b) Ampliphi OvaXon may, with upon written notice to Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarks, such rights to be effective only for so long as such Affiliate remains an Affiliate of OvaXon. In the event that Intrexon consents OvaXon provides such written notice to any such grant or transfer to an AffiliateIntrexon, Ampliphi OvaXon shall remain responsible for, and be guarantor of, for the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were AmpliphiOvaXon), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval OvaXon may grant a sublicense of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 (and not including a right to a Third-Party, or transfer the Intrexon Materials sublicense under this Section 3.1(c)) to a Third Party, Party licensee of any Collaboration Product that would qualify as a Retained Product under any of the criteria set forth in each case who is providing services Section 10.4 (a) (a “Product Sublicensee”) to Ampliphi in connection with Ampliphi’s exercise of rights under this Agreement, provided that such sublicense or use of Intrexon Materials shall be limited the extent necessary to those rights or uses necessary for permit such Third Party to provide such services. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi shall remain responsible for the performance by any such Third Party and shall cause such Third Party to comply with the provisions of this Agreement in connection with such performance (as though such Third Party were Ampliphi).