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 3.2, 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. 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. 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 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 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 3.2, 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 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 6.1 Licensee may sublicense any and all rights licensed hereunder provided that Licensee notifies University in this Section 3.2, Ampliphi writing and provides University with a copy of each sublicense agreement and each amendment thereto within *** days after their execution. Licensee shall have the right to grant sublicensing rights to Sublicensees. 6.2 Licensee shall not sublicense grant sublicenses to the rights granted under Section 3.1 hereunder for *** or solely ***. 6.3 Licensee shall require that any agreement granting a third party rights to the Patent Rights: (i) be consistent with the terms, conditions and limitations of this Agreement; (ii) contain the Sublicensee’s acknowledgment of the disclaimer of warranty and limitation on University’s liability, as provided by Article 10 below; (iii) shall require Sublicensee to indemnify University for any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party actions of Sublicensee(s); (iv) provide Licensee 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 assign its rights under the circumstances described sublicense to University in the event that this Agreement terminates; and (v) comply with Sections 3.2(a)2.4, 3.2(b) 2.5, 13.10, 13.11 and 3.2(c)13.12 of this Agreement. (a) Ampliphi may transfer, to 6.4 Licensee shall require compliance of 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 applicable terms of this Agreement are not violated by any such Third Party contractoreach of its Sublicensees under each sublicense agreement. (b) Ampliphi may6.5 If Licensee has exercised the Option, with Intrexon’s then after the *** of the Effective Date, a party shall provide written consentnotice to the other party of any request made by a third party for a sublicense to develop a Proposed Product in a specific indication not being developed by Licensee and in the territory of ***, which consent shall not within *** of receiving such third party request. For purposes of this Agreement, *** will 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. considered as a single indication. 6.5.1 In the event that Intrexon consents such Proposed Product has not been identified in a Progress Report as under development, in the specific indication requested, then to any the extent that such grant third party is requesting sublicense rights for such Proposed Product in ***, within *** of receiving from or transfer providing to an AffiliateUniversity such written notice of a third party request for a sublicense, Ampliphi Licensee shall remain responsible forelect one of the following options: (i) provide University with written notice in the form of a Progress Report that Licensee, Affiliate or Sublicensee of either of the foregoing has initiated commercially reasonable efforts to develop, make, use and be guarantor of, sell a Licensed Product in the performance specific indication and *** requested by any such Affiliate and shall cause such Affiliate to comply third party that is essentially the same as or would commercially compete with the provisions Proposed Product; or (ii) provide University with written notice in the form of a Progress Report that Licensee, Affiliate or Sublicensee of either of the foregoing has plans to initiate commercially reasonable efforts, within *** of the date said written notice is due University, to develop, make, use and sell a Licensed Product in the specific indication and *** requested by such third party that is essentially the same as or would commercially compete with the Proposed Product; or (iii) begin good faith negotiations with such third party to sublicense Licensee’s rights in the Patent Rights that are necessary or commercially justifiable for such third party to make, use and sell Proposed Product in the specific indication *** requested by such third party; or (iv) grant back to University limited rights in the Patent Rights under this Agreement for the sole purpose of allowing University to license the Patent Rights that are necessary or commercially justifiable for such third party to make, use and sell Proposed Product in connection with the specific indication and *** requested by such performance (as though such Affiliate were Ampliphi), including any payment obligations owed to Intrexon hereunderthird party. (cv) Ampliphi mayAs used in this Agreement, upon approval of *** shall be defined *** categorized as “***” by the JSC and with Intrexon’s written consent***, which consent may be found at *** or other similar webpage. 6.5.2 If Licensee elects to negotiate with prospective Sublicensee for a sublicense to develop, make, use and sell the Proposed Product as provided for in Section 6.5.1 (iii), Licensee shall make a good faith effort to complete negotiations with the prospective Sublicensee within *** from the date on which it began negotiations (the “Negotiation Period”). For the purposes of this Section 6.5.2, Licensee shall have made a good faith effort to complete negotiations if it has offered a sublicense to the prospective Sublicensee the terms of which include: (i) reasonable financial terms taking into account the field in which the sublicense is being offered and Licensee’s obligations to University pursuant to this Agreement, (ii) minimum performance requirements which would not be unreasonably withheld or delayedburdensome upon the prospective Sublicensee, sublicense the rights granted under Section 3.1 and (iii) non-financial terms which are consistent with Licensee’s obligations 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 University under this Agreement. 6.5.3 Within *** of the end of the *** Negotiation Period, provided Licensee shall: (i) provide University a copy of the fully executed sublicense with such third party, or (ii) meet with University representatives and provide documentation of reasons that (a) Licensee and/or such sublicense third party chose not to proceed with good faith negotiation or use of Intrexon Materials shall be limited to those rights or uses necessary for (b) negotiations between Licensee and such Third Party to provide such services. third party failed. 6.5.4 In the event that Intrexon consents Licensee elects to any negotiate with prospective Sublicensee for a sublicense to develop, make, use and sell the Proposed Product as provided for in Section 6.5.1 (iii), Licensee fails to make a good faith effort as required by Section 6.5.2 and such third party still desires to develop, make use and sell Proposed Product in a specific indication which is not being developed by Licensee and in the territory of Least Developed Countries, Licensee shall immediately grant or transfer back to such a Third Party, Ampliphi shall remain responsible University limited rights in its rights in the Patent Rights under this Agreement for the performance by any sole purpose of University licensing such Third Party and shall cause such Third Party rights to comply with the provisions of this Agreement in connection with such performance (as though such Third Party were Ampliphi)third party.

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 (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 3.2below, 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 3.2below, 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 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 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 3.2, Ampliphi shall not sublicense the Vertex may grant sublicenses through multiple tiers to one or more Sublicensees of any and all rights granted to Vertex by CRISPR under Section 3.1 the Exclusive License; provided that Vertex, its Affiliates and its Sublicensees shall only be permitted to grant a Sublicense to conduct any Third Party, or transfer the Intrexon Materials Commercialization activities with respect 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 a Product [***] with IntrexonCRISPR’s prior written consent, which written such consent may not to be withheld in Intrexon’s sole discretion. Notwithstanding the foregoingunreasonably withheld, Ampliphi shall have a limited right conditioned or delayed and provided, further, that no such consent will be needed with respect to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c). any Sublicense (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 granted to a Third Party contractor performing contract manufacturingto conduct Commercialization activities with respect to a Product in [***] (and not any other [***]), fill, and/or finish responsibilities for Ampliphi Products(b) granted to a Distributor or other Third Party to conduct activities on Vertex’s or its Affiliates’ or any Sublicensee’s behalf or (c) granted to a Third Party to Manufacture Products on Vertex’s or its Affiliates’ or any Sublicensee’s behalf. Each such Sublicense will be subject and subordinate to, and consistent with, the terms and conditions of this Agreement and will require such Sublicensee to comply with all applicable terms of this Agreement and all Third Party Obligations to the extent the provisions of such obligations or agreements are specifically disclosed to Vertex in writing (or via electronic data room). Vertex, and each Sublicensee that grants a further Sublicense, shall promptly provide CRISPR with a copy of each fully executed Sublicense agreement that includes any sublicense granted hereunder (which copy may in connection therewith grant limited sublicenses be redacted to remove provisions which are not necessary to monitor compliance with this Section 4.1.2); provided that, Vertex and its Sublicensees shall not be required to provide CRISPR with a copy of any sublicense that is granted on a non-exclusive basis to a Subcontractor solely to enable such Third Party Subcontractor to perform such activitiesResearch, Development, Manufacturing or Commercialization activities on behalf of and solely for the benefit of Vertex, its Affiliates or any Sublicensee pursuant to this Agreement. 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 Vertex shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate primarily liable 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 CRISPR for the performance by any such Third Party of all of Vertex’s obligations under, and shall cause such Third Party to comply Vertex’s compliance with the all provisions of of, this Agreement in connection with such performance (as though such Third Party were Ampliphi)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 3.2, 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 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 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 3.2below, 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 3.2below, 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 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 6.1 Licensee may sublicense any and all rights licensed hereunder provided that Licensee notifies University in this Section 3.2, Ampliphi writing and provides University with a copy of each sublicense agreement and each amendment thereto within *** days after their execution. Licensee shall have the right to grant sublicensing rights to Sublicensees. 6.2 Licensee shall not sublicense grant sublicenses to the rights granted under Section 3.1 hereunder for *** or solely ***. 6.3 Licensee shall require that any agreement granting a third party rights to the Patent Rights: (i) be consistent with the terms, conditions and limitations of this Agreement; (ii) contain the Sublicensee’s acknowledgment of the disclaimer of warranty and limitation on University’s liability, as provided by Article 10 below; (iii) shall require Sublicensee to indemnify University for any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party actions of Sublicensee(s); (iv) provide Licensee 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 assign its rights under the circumstances described sublicense to University in the event that this Agreement terminates; and (v) comply with Sections 3.2(a)2.4, 3.2(b) 2.5, 13.10, 13.11 and 3.2(c)13.12 of this Agreement. (a) Ampliphi may transfer, to 6.4 Licensee shall require compliance of 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 applicable terms of this Agreement are not violated by any such Third Party contractoreach of its Sublicensees under each sublicense agreement. (b) Ampliphi may6.5 If Licensee has exercised the Option, with Intrexon’s then after the *** of the Effective Date, a party shall provide written consentnotice to the other party of any request made by a third party for a sublicense to develop a Proposed Product in a specific indication not being developed by Licensee and in the territory of ***, which consent shall not within *** of receiving such third party request. For purposes of this Agreement, *** will 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. considered as a single indication. 6.5.1 In the event that Intrexon consents such Proposed Product has not been identified in a Progress Report as under development, in the specific indication requested, then to any the extent that such grant third party is requesting sublicense rights for such Proposed Product in ***, within *** of receiving from or transfer providing to an AffiliateUniversity such written notice of a third party request for a sublicense, Ampliphi Licensee shall remain responsible forelect one of the following options: (i) provide University with written notice in the form of a Progress Report that Licensee, Affiliate or Sublicensee of either of the foregoing has initiated commercially reasonable efforts to develop, make, use and be guarantor of, sell a Licensed Product in the performance specific indication and *** requested by any such Affiliate and shall cause such Affiliate to comply third party that is essentially the same as or would commercially compete with the provisions Proposed Product; or (ii) provide University with written notice in the form of a Progress Report that Licensee, Affiliate or Sublicensee of either of the foregoing has plans to initiate commercially reasonable efforts, within *** of the date said written notice is due University, to develop, make, use and sell a Licensed Product in the specific indication and *** requested by such third party that is essentially the same as or would commercially compete with the Proposed Product; or (iii) begin good faith negotiations with such third party to sublicense Licensee’s rights in the Patent Rights that are necessary or commercially justifiable for such third party to make, use and sell Proposed Product in the specific indication *** requested by such third party; or (iv) grant back to University limited rights in the Patent Rights under this Agreement for the sole purpose of allowing University to license the Patent Rights that are necessary or commercially justifiable for such third party to make, use and sell Proposed Product in connection with the specific indication and *** requested by such performance (as though such Affiliate were Ampliphi), including any payment obligations owed to Intrexon hereunderthird party. (cv) Ampliphi mayAs used in this Agreement, upon approval of *** shall be defined *** categorized as “***” by the JSC and with Intrexon’s written consent***, which consent may be found at *** or other similar webpage. 6.5.2 If Licensee elects to negotiate with prospective Sublicensee for a sublicense to develop, make, use and sell the Proposed Product as provided for in Section 6.5.1 (iii), Licensee shall make a good faith effort to complete negotiations with the prospective Sublicensee within *** from the date on which it began negotiations (the “Negotiation Period”). For the purposes of this Section 6.5.2, Licensee shall have made a good faith effort to complete negotiations if it has offered a sublicense to the prospective Sublicensee the terms of which include: (i) reasonable financial terms taking into account the field in which the sublicense is being offered and Licensee ’s obligations to University pursuant to this Agreement, (ii) minimum performance requirements which would not be unreasonably withheld or delayedburdensome upon the prospective Sublicensee, sublicense the rights granted under Section 3.1 and (iii) non-financial terms which are consistent with Licensee’s obligations 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 University under this Agreement. 6.5.3 Within *** of the end of the *** Negotiation Period, provided Licensee shall: (i) provide University a copy of the fully executed sublicense with such third party, or (ii) meet with University representatives and provide documentation of reasons that (a) Licensee and/or such sublicense third party chose not to proceed with good faith negotiation or use of Intrexon Materials shall be limited to those rights or uses necessary for (b) negotiations between Licensee and such Third Party to provide such services. third party failed. 6.5.4 In the event that Intrexon consents Licensee elects to any negotiate with prospective Sublicensee for a sublicense to develop, make, use and sell the Proposed Product as provided for in Section 6.5.1 (iii), Licensee fails to make a good faith effort as required by Section 6.5.2 and such third party still desires to develop, make use and sell Proposed Product in a specific indication which is not being developed by Licensee and in the territory of Least Developed Countries, Licensee shall immediately grant or transfer back to such a Third Party, Ampliphi shall remain responsible University limited rights in its rights in the Patent Rights under this Agreement for the performance by any sole purpose of University licensing such Third Party and shall cause such Third Party rights to comply with the provisions of this Agreement in connection with such performance (as though such Third Party were Ampliphi)third party.

Sublicensing. Except as provided in this Section 3.2, Ampliphi (a) Each Party 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 have 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 grant sublicenses under the circumstances described in Sections 3.2(a), 3.2(blicenses granted to it under Section 3.1(a) and 3.2(c). (a3.2(a) Ampliphi may transferto Affiliates and, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi Products to if 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 such activities. If Ampliphi transfers any Intrexon Materials its duties (to the extent permitted under the terms and conditions of this Section 3.2(aAgreement), 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 Combined Therapy Clinical Trial. Each Party shall have the right to grant sublicenses under the provisions licenses granted to it under Section 3.1(b) and (c) and Section 3.2(b) and (c) to Affiliates and, with respect to Recipient, to [**] solely within the [**] Territory. For the avoidance of Articles 6 and 7 doubt neither Party nor any of this Agreement are not violated by their Affiliates or sublicensees will have the right to grant any such Third Party contractorsublicenses within the Ono Territory under the licenses granted to it under Section 3.1 or Section 3.2. (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, but not limited to, confidentiality and non-use provisions similar to those set forth in Article 8 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 (and obtain written approval for sublicenses to Third Parties not contemplated by the Protocol for the Combined Therapy Clinical Trial) and (iii) the licensing Party shall remain liable for all actions of Intrexon Materials its sublicensees. For clarity, any agreements with CROs and other contractor/vendors, and Site Agreements and CRO Agreements shall be limited subject 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 Section 2.1 (as though such Third Party were Ampliphiand other terms and conditions of the Agreement).

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 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).

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 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 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 3.2, 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 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 GSK shall have the right to grant sublicenses, through multiple tiers of sublicensees, of the license granted to GSK by Mersana under Section 4.1 (License Grant to GSK) to its Affiliates and Third Parties (each, a “Sublicensee”); provided that, prior to the expiration of the [**] and, if Mersana exercises the [**], GSK may not, without the prior written consent of Mersana (such consent not to be unreasonably withheld, conditioned or delayed), grant a sublicense to a Third Party to Develop or Commercialize the Licensed Compound or any Licensed Product in the Shared Territory, except for customary sublicenses and subcontracts granted in the ordinary course of business in the Shared Territory (e.g., sublicenses and subcontracts to CMOs, contract research organizations, distributors and other Third Parties performing services on behalf of GSK or any of its Affiliates). Any and all sublicenses shall be in writing and shall require the Sublicensee to comply with the applicable terms and conditions of this Agreement. With respect to any such sublicense for which Xxxxxxx’s prior written consent is required pursuant to this Section 3.24.3 (Sublicensing), Ampliphi GSK shall provide Mersana with a copy of any such sublicense agreement with any Third Party within [**] following the execution of such sublicense agreement (which shall be GSK’s Confidential Information); except that any such copy may be reasonably redacted to remove any confidential, proprietary, or competitively sensitive information, as long as such redactions do not adversely affect Xxxxxxx’s ability to understand the scope of rights sublicensed or to confirm that such sublicense the rights granted under Section 3.1 agreement complies with all applicable terms and conditions of this Agreement. With respect to any other such sublicense by GSK or any of its Affiliates to a Third Party, or transfer the Intrexon Materials Party for which GSK is not required to any Third Party, or otherwise grant any deliver a copy pursuant to this Section 4.3 (Sublicensing) (a) pursuant to which GSK grants such Third Party the right to research, develop, use[**] the Licensed Compound or any Licensed Product [**], or Commercialize Ampliphi Products or use or display the Intrexon Trademarks(b) [**], 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(b)), Ampliphi will remain obligated except for customary sublicenses and subcontracts granted in the ordinary course of business in such Major Market (e.g., sublicenses and subcontracts to ensure that the rights CMOs, contract research organizations, distributors and other Third Parties performing services on behalf of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions GSK or any 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 Ampliphiits Affiliates), including any payment obligations owed GSK shall promptly deliver notice 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 Mersana identifying such Third Party, in each case who is providing services to Ampliphi in connection together with Ampliphi’s exercise a brief summary of rights under this Agreement, provided that the scope of such sublicense or use of Intrexon Materials shall be limited to those rights or uses necessary for such Third Party to provide such servicesgrant. In the event that Intrexon consents to any such grant or transfer to such a Third Party, Ampliphi GSK shall remain responsible for the performance by any its Sublicensees of all of its obligations to Xxxxxxx xxxxxxxxx to the same extent as if 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 activities were Ampliphi)conducted by GSK.