Common use of Sublicensing Clause in Contracts

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject With respect to the terms rights granted in Sections 4.2(a) and conditions set forth herein4.2(d), Mount Sinai hereby grants to Licensee respectively, Legacy shall only have the right to sublicense such rights to the extent necessary to enable Legacy to grant Sublicensesthe rights set forth in Section 5.1(a) and Section 5.1(b) of the Existing Ag Agreement, provided that: respectively (a) Any or, upon any termination of the Existing Ag Agreement not triggering termination of this Agreement under Section 12.4, any Downstream Agreement surviving such termination). Ag Partner and all such Sublicenses shall: its Affiliates shall (i) Expressly identify Mount Sinai as a third party beneficiary use Commercially Reasonable Efforts to ensure that any Downstream Agreement satisfies the requirements set forth in Section 5.1(c) of the Existing Ag Agreement and (ii) obligate the Sublicensee to abide by and be subject to all ensure that any amendment of the terms, conditions, and limitations of Existing Ag Agreement permitted by this Agreement applicable to ensures that the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Existing Ag Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai remains consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, contains terms reasonably sufficient to enable Legacy and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting its Affiliates to grant rights to any Mount Sinai Technology that does not comport comply with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and satisfy their obligations hereunder, and contains terms substantially as protective of Primary, its Affiliates, and any successor or assignee thereof, and the relevant Sublicenseintellectual property rights owned, licensed, or controlled by the foregoing, as the terms contained in this Agreement are protective of Primary, its Affiliates, the Primary Patent Rights, and the Primary Know-How. No For clarification, Legacy, its Affiliates, and Legacy Licensees have the right to subcontract the production of a Legacy Royalty Product to a third party without approval of Primary, provided that any such Sublicense subcontract shall contain confidentiality, intellectual property, and other provisions reasonably consistent with those of this Agreement and sufficient to ensure Legacy Licensees’ ability to fulfill their obligations under the Existing Ag Agreement (or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts any Downstream Agreement) and protect Legacy’s interests under the Existing Ag Agreement (either directly or through a Sublicensee) to Develop any Downstream Agreement), and Commercialize Licensed Primary’s interests under this Agreement, in VDCs, CDCs, Viamet Derived Products, nor relieve Licensee of its obligations to pay Mount Sinai any Ag Partner Collaboration Derived Products, and all Patent Rights and Know-How with respect to any of the foregoing. Legacy shall, to the extent available or known to Legacy or any Affiliate thereof, promptly provide Primary a copy of any license feesor sublicense executed by Ag Partner, royalties and any Affiliate thereof, or any other payments due under the AgreementLegacy Licensee granting any Third Party any rights to any VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, Legacy Patents, Legacy Know-How, Primary Patents, or Primary Know-How.

Sublicensing. Subject (a) Licensee shall have the right to grant Sublicenses (and subsequent tiers of sub-Sublicenses) to any party with respect to the rights conferred upon Licensee under this Agreement, provided, however, that any such Sublicense shall be subject in all respects to the provisions contained in this Agreement (excluding the payments specified in Sections 4, 5 and 8.3 hereof). In the event of a conflict between this Agreement and the terms of any Sublicense, the terms of this Agreement shall control. Licensee shall forward to TSRI a copy of any and all fully executed Sublicense within thirty (30) days after execution. (b) Any Sublicense may survive termination of this Agreement for the benefit of TSRI, in accordance with the provisions of this Section 3.6(b). TSRI hereby grants to each Sublicensee of Licensee hereunder an option to obtain directly from TSRI a license agreement on substantially same terms and conditions set forth hereinin the applicable Sublicense. On or before the expiration of sixty (60) days from the date of termination of this Agreement pursuant to Section 12 (Term and Termination), Mount Sinai hereby grants each Sublicensee may provide TSRI with written notice of intent to Licensee exercise the right option set forth in this Section 3.6(b). TSRI shall enter into a license agreement directly with each such Sublicensee (the “New License Agreement”) on substantially the same terms and conditions as those under the sublicense between such Sublicensee and Licensee, including but not limited to grant Sublicensessublicense royalty rate, provided that: (a) Any sublicense scope, sublicense territory, and all such Sublicenses shall: duration of sublicense grant; provided, however, (i) Expressly identify Mount Sinai as that Sublicensee shall agree in the New License Agreement to a third party beneficiary term providing that in no event shall TSRI be liable to Sublicensee for any actual or alleged breach of such Sublicense by Licensee; and (ii) obligate the Sublicensee that in no event shall TSRI be obliged to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, accept provisions in the event of any inconsistency between the Sublicense and New License Agreement (A) unless such provisions correspond to rights granted by Licensee to Sublicensee in conformance with this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent such provisions are not in conflict with the reporting material rights, duties and obligations accruing to Licensee under this Agreement; or (B) where such provisions of Article 6 and all are inconsistent with TSRI’s legal obligations under any other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproducedgranted by Licensee, or sold under the terms of this Agreementby applicable federal, state or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal local statute or state courts located in New York City, New York Stateregulation. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) cause the Sublicensee to comply with the provisions of Section 13.1(e) to the same extent as Licensee is required to comply and include a provision providing for the termination of the Sublicense, upon written request by Mount Sinai, in the event that the Sublicensee does not so comply; (vii) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (viiviii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viiiix) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ixx) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.113.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to 5.1. Licensee shall have the right to grant SublicensesSublicenses in markets in which Licensee's license under the Patent Rights is exclusive, provided that: (a) Any the Sublicense Agreement includes all of the rights of, protections afforded and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate obligations due to the Licensors that are contained in this Agreement, and the Sublicensee agrees to abide by and be subject to all of the terms, conditions, terms and limitations provisions of this Agreement applicable to Licensee, including, but not limited to, the Licenseeexplicit right of Licensors to audit Sublicensee; (iiib) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) Agreement shall provide that, in the event of any inconsistency between the Sublicense Agreement and this Agreement, this Agreement shall control; (vic) obligate the Sublicensee a copy of each executed Sublicense Agreement is provided to submit annual, Quarterly, and interim reports Foundation pursuant to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions hereinSection 5.3; (viid) the Sublicensee is prohibited from rece1vmg or agreeing to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense Agreement without the express and prior written consent of Foundation (securities received on an unrestricted basis for which a liquid market exists are considered cash equivalents), which will not be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); andunreasonably withheld; (viiie) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees Sublicensee is explicitly prohibited from paying royalties to legibly mark all Licensed Products made, used, reproduced, an escrow or sold under the terms of this Agreement, or their respective containers; andsimilar account; (ixf) specify that New York law the Sublicensee shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting have no further right to grant rights to any Mount Sinai Technology that does not comport with the requirements of sublicenses under this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses Agreement without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai Foundation; (g) in writing the event any Sublicensee (or any entity or person acting on its behalf, including its Affiliates, its Designees and its Designees' Affiliates) initiates any proceeding or otherwise asserts any claim challenging the validity or enforceability of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of Licensed Patent in any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment court, administrative agency or other forum, Licensee shall, upon written request by Mount SinaiFoundation, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of terminate forthwith the Sublicense that is substantially similar to Agreement with such Sublicensee, and the copy that was previously approved Sublicense Agreement shall provide for such right of termination by Mount Sinai. .Licensee; (dh) Licensee hereby agrees the Sublicense Agreement requires the transfer of all the Sublicensee's obligations to remain fully liable Licensee, including the payment of Royalties, Sublicensing Fees or Sublicensing Royalties specified in the Sublicense, to Foundation if Licensee's license under this Agreement is terminated and Foundation chooses to Mount Sinai for assume the performance or non-performance under this Sublicense Agreement and pursuant to Section 5.5; (i) the relevant Sublicense by any party Sublicensee will provide to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance Foundation the information required in accordance with the terms of this Agreement and the relevant Sublicense. No Reporting Period reports specified in Section 7.4; (j) no such Sublicense or attempt to obtain a Sublicense Sublicensee shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Productsunder Section 4 hereof, nor relieve Licensee of its obligations to pay Mount Sinai Foundation any and all license fees, royalties and other payments due Payments Due under the Agreement, including but not limited to under Sections 3, 6 and 7 of the Agreement, and Licensee shall remain fully liable for the performance of its and its Sublicensee's obligations hereunder; and (k) Licensee makes all Payments Due and delivers all reports due to Foundation whether owed by Licensee or by Sublicensees, and uses Commercially Reasonable Efforts to collect all Payments Due, directly or indirectly, to Licensors from Sublicensees, or, if unable to collect such Payments Due over a period of 180 days despite such Commercially Reasonable Efforts, either promptly terminates such Sublicense Agreement or itself pays such Payments Due to Foundation.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee Company shall have the right to grant SublicensesSublicenses under the license granted to Company pursuant to Section 2.1 to its Affiliates, provided that: (a) Any and all such Company and its Affiliates who are Sublicensees shall have the right to grant Sublicenses shall: (i) Expressly identify Mount Sinai as a under the license granted to Company pursuant to Section 2.1 to third parties; in each case, without TSRI’s consent and solely within the scope of the rights granted in Section 2.1 above; provided, however, that neither Company nor any of its Affiliates who are Sublicensees shall have the right to authorize or permit any of their respective third party beneficiary (ii) obligate the Sublicensee Sublicensees to abide grant further Sublicenses; and provided, further, that any Sublicense granted by and Company or any of such Affiliates under this Section 2.3.1 shall be subject in all respects to all the applicable provisions contained in this Agreement (including the provisions regarding governmental interest, reservation of the termsrights, conditionslimited warranty, disclaimer, limitation of liability, confidentiality, and limitations rights upon expiration or termination). In addition, any Sublicense granted by Company or any of such Affiliates under this Agreement applicable Section 2.3.1 shall contain reasonable and customary provisions regarding development efforts, reporting, audit rights with respect to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses sales of Partner Products, and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rightsindemnity; provided, e.g. royalty paymentshowever, into an escrow or similar account or to any Third Party; (v) provide that, that in the event of a good faith dispute between Company and TSRI as to whether any inconsistency between such provision in a Sublicense agreement is reasonable and customary, TSRI agrees (a) not to exercise its termination rights under Section 12.3(f) for breach of the Sublicense and foregoing provisions of this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterlysentence, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into not to issue any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements notice of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject infringement to the cure provisions set forth applicable Sublicensee with respect to such Sublicensee’s practice of the Sublicense, unless and until, in each case, the arbitrators appointed pursuant to Section 12.1. (c) Licensee may 14.8 have determined that such provision is not grant any Sublicenses without reasonable and customary. In the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant event of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under conflict between this Agreement and the relevant terms of any Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicenseesagreement, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicenseshall control. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee Except as expressly permitted by this Section 2.3.1, neither Company nor any of its obligations hereunder Affiliates shall grant any Sublicense without TSRI’s prior written consent, provided that TSRI will consider any reasonable request for such consent but will have the right to exercise withhold consent in its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreementdiscretion.

Sublicensing. Subject (a) DFS shall have the right, subject to the terms and conditions set forth hereinin this Section 3.2, Mount Sinai hereby grants to Licensee the right to grant Sublicensesnon-transferable sublicenses, provided that: (a) Any and all such Sublicenses shall: solely within the scope of the licenses granted to DFS by RRD pursuant to Section 3.1 to (i) Expressly identify Mount Sinai as any DFS Group Companies; provided that any sublicense granted to a third party beneficiary DFS Group Company shall, subject to clause (iv) below, automatically and immediately terminate once such DFS Group Company ceases to be a DFS Group Company, (ii) obligate the Sublicensee independent contractors and consultants of DFS or its Group Companies in connection with providing services to abide by and be subject to all DFS or any of the termsits sublicensed Group Companies, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses customers of DFS or its Group Companies solely in connection with such customers’ use of products or services provided by or on behalf of DFS or its Group Companies, and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments a Divested Entity of DFS as described in exchange for receipt Section 3.3. For the avoidance of Sublicense rightsdoubt, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, sublicense granted by a DFS under this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterlyis subordinate to, and interim reports conditioned upon the survival of, the licenses granted by RRD to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York StateDFS. (b) If Licensee enters The sublicensing rights granted under this ARTICLE III are conditioned upon the requirement that DFS shall enter into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology a written sublicense agreement with each permitted sublicensee on terms and conditions that does not comport with the requirements of this Section or is otherwise inconsistent with are no less restrictive than the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null Agreement and void. Licensee acknowledges that expressly prohibit and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to render void further sublicensing by the cure provisions set forth in Section 12.1permitted sublicensee. (c) Licensee may Notwithstanding anything to the contrary in this Agreement, DFS does not have the right to, and shall not, grant any Sublicenses sublicense to any Excluded Entity without the RRD’s express prior written consent, and any sublicense granted to an Excluded Entity by DFS without such consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense be null and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. void ab initio. (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject (a) In accordance with all terms, and subject to all conditions, set forth in this Agreement, as of the Distribution Date, Licensee shall have the right to grant to any Permitted Sublicensee a non-transferable sublicense (without the right to grant further sublicenses) under the rights and licenses granted to Licensee in this Article 2; provided, however, that in no event shall any such sublicense exceed the scope of the rights and licenses granted to Licensee in this Article 2. (b) The Parties acknowledge and agree that, as of immediately prior to the Distribution Date, all Persons listed on Attachment 10 are using the XX Xxxxx or Approved GE Entity Names (as applicable) in the conduct of the SpinCo Business (excluding any Former SpinCo Business) and therefore shall be eligible to be “Permitted Sublicensees” hereunder; provided, however, that (i) if Licensee notifies Parent within twelve (12) months of the Distribution Date of any Subsidiary or any Minority JV that is using the XX Xxxxx or Approved GE Entity Names, as applicable, in the conduct of the SpinCo Business as of the Distribution Date, and Parent approves inclusion of such Person on Attachment 10 as contemplated in Section 1.1(nn), such Person shall be deemed a “Permitted Sublicensee” upon Licensee’s grant of a written sublicense to such Person hereunder (in accordance with the terms and conditions hereof and on such timing as may be agreed upon by the Parties; provided, that such written sublicense may be accepted by a controlling entity of such Permitted Sublicensee on behalf of such Permitted Sublicensee) or (ii) if Licensee notifies Parent within thirty (30) days of the Distribution Date of any Person listed on Attachment 10 that is not using the XX Xxxxx or Approved GE Entity Names, as applicable, in the conduct of the SpinCo Business as of the Distribution Date, such Person shall not be deemed a “Permitted Sublicensee,” such Person shall be removed from Attachment 10, and Licensee shall not be entitled to grant sublicenses to such Person hereunder. (c) Licensee shall cause each Permitted Sublicensee to fully comply with all terms and conditions set forth in this Agreement as if such Permitted Sublicensee was directly bound thereby, and Licensee shall be liable hereunder for all actions or omissions of any Permitted Sublicensee, including any breach or other violation by any Permitted Sublicensee of any terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that: as if performed (a) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense or failed to be invalid and unenforceable; (ivperformed) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If by Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. itself. (d) Licensee hereby agrees Notwithstanding the foregoing, (i) in the event any Permitted Sublicensee listed on Attachment 10A ceases to remain fully liable under this Agreement be a Subsidiary of SpinCo after the Distribution Date, except as and to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. extent provided in Section 10.1(b), Licensee shall use best efforts promptly provide written notice to enforce Parent that such Person has ceased to be a Subsidiary of SpinCo (or, in the event such Person will cease to be a Subsidiary as a result of a negotiated transaction, Licensee shall provide written notice to Parent prior to the consummation of such transaction), and Parent shall determine in its sole discretion whether such Person may continue to be a “Permitted Sublicensee” or shall otherwise cease to be a “Permitted Sublicensee,” in which case all such Sublicenses against its Sublicenseessublicenses granted to it under the rights and licenses hereunder shall automatically terminate forthwith, ensuring its Sublicensees’ performance or (ii) in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain event that any Permitted Sublicensee listed on Attachment 10B experiences a Sublicense shall relieve Licensee change of its obligations hereunder circumstances described on Attachment 10B with respect to exercise such Person after the Distribution Date (such that, such circumstances cease to be true with respect thereto), Licensee shall promptly provide written notice to Parent of such change in circumstances (or, in the event such circumstances will change as a result of a negotiated transaction, Licensee shall provide written notice to Parent prior to the consummation of such transaction), and Parent shall determine in its Commercially Reasonable Efforts (either directly sole discretion whether such Person may continue to be a “Permitted Sublicensee” or through shall otherwise cease to be a “Permitted Sublicensee) ,” in which case all sublicenses granted to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due it under the Agreementrights and licenses hereunder shall automatically terminate forthwith.

Sublicensing. (a) Subject to the terms and conditions set forth hereinof this Agreement including Licensor’s Right of Negotiation under Section 4.9, Mount Sinai hereby grants to Licensee shall have the right to grant Sublicensessublicenses under the license granted to it under Section 2.1 hereof, and to grant other rights to the Licensed Compound or Licensed Product, in each case to Affiliates and Third Parties through multiple tiers (each, a “Sublicensee”); provided that: (a) Any and all such Sublicenses shall: that [***]. Notwithstanding the foregoing, (i) Expressly identify Mount Sinai as a third party beneficiary customary Third Party wholesaler or distributor who does not market or promote a Licensed Product, and (ii) obligate a Third Party contract sales force that details or promotes (but does not book sales of or distribute) a Licensed Product, and where in each of cases (i) and (ii) the Sublicensee to abide by Licensed Product is sold under the brand of Licensee or a Related Party (and be subject to all not a brand of the termswholesaler, conditionsdistributor or contract sales force), and limitations shall not be deemed a “Sublicensee” for purposes of this Agreement and this Section 2.3(a) shall not prevent Licensee or its Sublicensees from granting to such wholesalers, distributors and contract sales force rights to conduct such activities with respect to the Licensed Product. Licensee shall ensure that each such Sublicensee is bound by a written agreement, and in the case of any such sublicense granted to a Qualified Sublicensee, that an executed copy of such agreement (as well as an executed copy of any subsequent material amendments thereto), shall be provided to Licensor promptly following the execution of each such agreement or amendment, [***]. Licensee shall also ensure that each Sublicensee expressly agrees in writing to be bound by all of Licensee’s obligations under this Agreement to the extent applicable to such Sublicensee, including without limitation, the Licensee;following provisions of this Agreement (as if such Sublicensee were expressly named in each such provision, to the extent Sublicensees are not so named therein): Sections 2.2(b) (Licensor Right of Reference and Access); 2.5 (Subcontractors), 2.7 (Improvements), 2.8 (Third Party Technologies); 2.10 (Exclusivity of Efforts); 4.3(b) (Regulatory Cooperation in the Territory), 4.4(b) (Clinical Trials by Licensee Outside the Territory); 5.2 (Responsibility for Supply), but only if such Sublicensee is or has a right to be a Contracting Party; 5.4 (Licensor’s Right to Take Supply of Product Materials from Qualified CMOs), but only if such Sublicensee is or has a right to be a Contracting Party or manufacture the Licensed Product; 7.7 (Patent Marking) and 11.5(d) (transition obligations on termination). Finally, (iii1) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange is reasonably necessary for receipt of Sublicense rightsLicensor’s Development, e.g. royalty paymentsManufacture, into an escrow Commercialization or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements exploitation of the intellectual property Laws Licensed Compounds or Licensed Products outside the Territory, or (2) was actually used by Licensee or Related Parties in their Development, Manufacture, Commercialization or other exploitation of the applicable countries Licensed Compounds or Licensed Products in the Territory, and particularly agrees (B) all Patent Rights and other intellectual property rights Controlled by such Related Parties that are directed to legibly mark the Know-How described in subsection (A) above. Licensee shall not grant sublicenses or appoint sublicensees other than in accordance with this Section 2.3(a) and shall in all Licensed Products made, used, reproduced, or sold cases remain responsible for any actions of its Sublicensees exercising rights under a sublicense of the terms of rights granted by Licensor to Licensee under this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under Agreement to the same extent as if such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York Stateactions had been taken by Licensee itself. (b) If this Agreement is terminated for any reason other than by Licensee enters into any agreementpursuant to Section 11.4 (Termination for Convenience), arrangementLicensee’s then-existing direct Sublicensees shall [***], or license purporting upon written request of such Sublicensee to grant rights be submitted to any Mount Sinai Technology that does not comport with Licensor no later than [***] following the requirements of this Section or is otherwise inconsistent with the terms and conditions termination of this Agreement, such agreementto [***] and [***] under the applicable sublicense agreement [***]; provided, arrangementhowever, that: (i) [***] and (ii) [***]. Upon request by Licensor or the [***], Licensor and the Sublicensee will [***] a separate agreement (i.e., as a direct license from Licensor), consistent with the foregoing. As used herein, [***] means [***]. Notwithstanding the foregoing, the following Sublicensees shall not be null eligible to become [***] (and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach shall not be entitled to the benefits of this Agreement, subject to the cure provisions set forth in Section 12.12.3(b)): [***]. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee Gritstone may grant sublicenses under Arbutus Patents licensed under Section 2.1 (with the right to grant Sublicensessublicense through multiple tiers only as set forth in this Section 2.2); provided, provided however, that, in the case of sublicenses granted to Affiliates and Third Parties: (a) Any Gritstone and all such Sublicenses shall:its Affiliates shall not grant a sublicense (and no Sublicensee shall grant a sub-sublicense) to [***]; (ib) Expressly identify Mount Sinai as Gritstone and its Affiliates shall not grant a third party beneficiarysublicense (and no Sublicensee shall grant a sub-sublicense) to [***]; (iic) obligate in the Sublicensee to abide by case of Third Party Sublicensees, each sublicense and be subject to all of the terms, conditionssub-sublicense is in writing and on terms consistent with, and limitations subject to, the terms of this Agreement applicable and is granted to the Licensee[***]; (iiid) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant upon termination of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement any sublicenses shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is convert into a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold direct license from Arbutus under the terms of this Agreement, or their respective containers; and provided that the Sublicensee (ixi) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be is not then in breach of the federal or state courts located in New York City, New York State. (b) If Licensee enters into any sublicense agreement, arrangement, or license purporting (ii) agrees in writing to grant rights be bound to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with Arbutus as a licensee under the terms and conditions of this Agreement, such agreement, arrangementand (iii) agrees in writing that in no event shall Arbutus assume any obligations or liability, or license shall be null under any obligation or requirement of performance that extends beyond Arbutus’ obligations and void. Licensee acknowledges and agrees liabilities under this Agreement; (e) in the case of Third Party Sublicensees, Gritstone promptly provides Arbutus with a copy of the executed sublicense within [***] days following its execution or in the case of a sub-sublicense, within [***] days following Gritstone’s receipt thereof, with such reasonable redaction as Gritstone or its Sublicensee may make; provided that entering into such an agreement, arrangement, or license constitutes a material breach redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement, subject to the cure provisions set forth in Section 12.1.; and (cf) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee such sublicense shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall not relieve Licensee Gritstone of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop under this Agreement, and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai Gritstone shall be responsible for any and all license fees, royalties and other payments due under the Agreementobligations of such Sublicensee as if such Sublicensee were “Gritstone” hereunder.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.111.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject a. Cempra and its Affiliates shall, upon prior written notice to MP describing the territory and/or scope of rights within which Cempra and/or its Affiliates wish to be entitled to grant one or more sublicenses of rights granted under this Agreement (such a notice, a “Sublicense Notice”), have the right to sublicense any rights granted under Section 2.3.b. to one or more Third Parties within the scope described in such Sublicense Notice, through multiple tiers of sublicenses. The Parties further agree that Cempra shall be entitled to provide more than one Sublicense Notice, and thereby increase the scope of rights that may be sublicensed hereunder, at any time. Cempra shall, as promptly as practicable after execution thereof, provide MP a written copy of each such sublicense executed with respect to the rights granted under this Agreement (and each amendment thereto, if any), which may be redacted to the extent reasonably necessary to protect the confidentiality of the applicable Sublicensee’s confidential or proprietary information, promptly following its execution. Each such sublicense shall (i) be consistent with this Agreement and (ii) contain terms and conditions set forth herein, Mount Sinai hereby grants reasonably sufficient to Licensee the right enable Cempra to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement. b. Notwithstanding anything to the contrary, however, and without limiting Cempra’s, its Affiliates’, and Sublicensees’ rights to engage Third Party contract manufacturers to Manufacture the Compound, Derivatives, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such SublicenseProducts on behalf of Cempra, its Affiliates, and that jurisdiction for resolving any such dispute shall be Sublicensees as permitted in the federal or state courts located in New York Cityexercise of the rights granted above, New York State. neither Cempra nor any Affiliate thereof shall, during the five (b5) If Licensee enters into any agreementyears following Cempra’s exercise of the Option, arrangement, or license purporting be entitled to grant rights sublicense to any Mount Sinai Technology that does not comport with Third Party the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable rights granted under this Agreement to Mount Sinai make or have made Compound or Derivative in the People’s Republic of China (excluding Hong Kong) (“China”), other than for supply to Cempra, any Affiliate(s) thereof, or any Sublicensee pursuant to a manufacturing, supply, or similar agreement, unless (i) MP consents in writing to the performance grant of such sublicense, such consent not to be unreasonably withheld, or non-performance (ii) the agreement under this Agreement which such sublicense is granted (x) includes rights to sell finished Product in China and (y) contains reasonable contractual provisions prohibiting any Compound made in China pursuant to such sublicense from being sold or commercialized outside of China or used in the relevant Sublicense by manufacture of any party product other than Product to those agreements. Licensee be used or sold in China pursuant to such agreement. c. Cempra shall ensure, and shall ensure that its Affiliates ensure, that any Third Party contract manufacturers engaged to manufacture the Compound, Derivatives or Products on behalf of Cempra or its Affiliates through the practice of MP Technology are subject to commercially reasonable contractual obligations that prohibit the use best efforts to enforce all such Sublicenses against of MP’s Confidential Information for any other purpose, and Cempra shall, and shall ensure that its SublicenseesAffiliates shall, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its either (i) use Commercially Reasonable Efforts to enforce such obligations or (ii) make MP a third party beneficiary entitled to enforce such obligations. Cempra shall, and shall ensure that its Affiliates shall, with respect to any sublicense agreement executed without MP’s consent as permitted pursuant to Section 2.4(b), either directly (1) use Commercially Reasonable Efforts to enforce the contractual provisions referenced in clause (y) of the last sentence of Section 2.4(b) or through (2) make MP a Sublicensee) third party beneficiary entitled to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreementenforce such obligations.

Sublicensing. Subject The terms upon which the LICENSEE appoints a SUBLICENSEE shall be subject to the terms and conditions set forth hereinprior written approval of Licensor, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided thatincluding any Distributor. As a minimum LICENSEE shall: (a) Any ensure that the Sublicense conforms in all material respects with the contents of the Business Case and contains an effective mechanism to enable the LICENSEE to monitor the SUBLICENSEE’s compliance with the terms of the Sublicense; (b) ensure that all SUBLICENSEEs are bound by terms consistent with and no less protective than those contained in this Agreement relating to the LICENSEE, as applicable; (c) provide in the Sublicense that the SUBLICENSEE shall not in any way challenge, impair or encumber the Sublicensed Technology or apply for any intellectual property registrations in respect of any Sublicensed Technology; (d) provide in the Sublicense that all SUBLICENSEE Improvements are to be owned jointly by LICENSOR and the SUBLICENSEE; (e) ensure that any Sublicense shall terminate automatically on termination or expiry of this Agreement unless the SUBLICENSEE and LICENSOR agree to assign the Sublicense to LICENSOR; (f) ensure that any Sublicense shall terminate upon any breach of the Sublicense by the SUBLICENSEE which is not cured within 30 days of notice of the breach; (g) ensure that any Sublicense provides that LICENSOR is a third party beneficiary, with the right to carry out and enforce any and all of the rights of LICENSEE under the Sublicense; (h) promptly provide LICENSOR with a complete copy of each Sublicense agreement and all amendments, side letters and all other related documents following the execution of such Sublicenses shall:documents; (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide not be relieved, by and be subject to all virtue of the termsSublicense, conditionsof any of LICENSEE’s obligations under this Agreement, and limitations any act or omission by a SUBLICENSEE that would have constituted a breach of this Agreement applicable to the Licenseehad it been an act or omission by LICENSEE shall constitute a breach of this Agreement by LICENSEE; (iiij) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported contain no grant of a any right to the SUBLICENSEE to further sublicense to be invalid and unenforceablethe Sublicensed Technology; (ivk) prohibit Sublicensee ensure that the Sublicense contains undertakings from making payments in exchange for receipt the SUBLICENSEE that the SUBLICENSEE will not Commercialise the Sublicensed Technology or Licensed Products outside of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Partythe countries within the Territory as approved by the LICENSEE from time-to-time; (vl) require that the SUBLICENSEE shall provide that, in LICENSOR with such information as it may reasonably require to enable LICENSOR to verify SUBLICENSEE’s compliance with the event terms of any inconsistency between the Sublicense and this Agreement, this Agreement shall control(as the same may be amended from time- to-time); (vim) obligate require that the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written SUBLICENSEE indemnifies in writing LICENSOR Indemnitees in the English language same manner as required from LICENSEE under Section 7.5 (for clarityLICENSEE Indemnity). LICENSEE shall require each SUBLICENSEE to have adequate insurance coverage to meet its indemnity obligations, this is a reference similar to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirementthat provided in Section 7.9 (Insurance); and (viiin) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall promptly notify Mount Sinai in writing LICENSOR of any proposed grant breach of a Sublicense and provide to Mount Sinai by a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to SUBLICENSEE that the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. LICENSEE becomes aware of. (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject BI may, in its own reasonable discretion, at any time grant sublicenses of its rights under Section 5.1 to its Affiliates and Sublicensees provided that BI may not sublicense rights under this Agreement relating to the terms and conditions set forth herein, Mount Sinai hereby grants Development or Commercialization of a Collaboration Compound or a Product to Licensee the right to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: any Third Party on (i) Expressly identify Mount Sinai as a third party beneficiary worldwide basis or (ii) obligate relating to a Major Market without Zealand Pharma’s prior written consent, which consent shall not be unreasonably withheld. For the avoidance of doubt, the granting of co-promotion rights to a Third Party is not considered as a sublicense. Each sublicense granted by BI to a Sublicensee pursuant to abide by and this Section 5.2 shall be subject and subordinate to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, such agreementincluding with respect to diligence, arrangementDevelopment and Commercialization, and shall not in any way diminish, reduce or license eliminate any of BI’s obligations under this Agreement. Without limiting the foregoing, each sublicense agreement with a Sublicensee shall be null in writing and void. Licensee acknowledges and agrees shall contain the following provisions: (i) a requirement that entering into such an agreement, arrangement, Sublicensee submit applicable sales or license constitutes a material breach other reports consistent with the requirements of this Agreement, subject (ii) a requirement to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense keep books and provide records, and to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior permit BI to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts audit (either directly or through an independent auditor) such books and records, [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. consistent with the requirements of this Agreement, (iii) a requirement that such Sublicensee complies with confidentiality provisions as stringent as the confidentiality provisions of this Agreement, (iv) provisions ensuring compliance with the provisions of this Agreement concerning the Data Room, and (v) provisions ensuring that such Sublicensee comply with all other applicable terms of this Agreement. BI shall provide Zealand Pharma with the name of the Sublicensee) , key terms of the sublicense agreement, and a summary in reasonable detail of the rights granted to Develop and Commercialize Licensed Products, nor relieve Licensee such Sublicensee. BI shall diligently enforce compliance by each of its Sublicensees with the applicable sublicense agreement. If BI discovers that a Sublicensee has taken any action or failed to take any action that would, if done so by BI, constitute a breach of this Agreement that continues beyond all applicable grace periods, BI promptly shall notify Zealand Pharma thereof and take all actions reasonably necessary to cause the cessation of such breach. Any failure of BI to take such actions shall be deemed a breach of BI’s obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the this Agreement.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the In exercising its right to grant Sublicensessublicenses as set out in Article 2 of this Agreement, provided thatLicensee shall, and shall oblige all Distributors to, enter into sub-license agreements with End-Users which shall contain substantially the following provisions: (a) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the termsEnd-User shall acquire no right, conditions, and limitations of this Agreement applicable title or interest in or to the Licensee; (iii) expressly prohibit Licensed Product or Documentation other than the Sublicensee from granting further sublicenses right to use the Licensed Product and declare any Documentation and such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute use shall be in the federal or state courts located in New York City, New York State.limited to specific individual central processing units bearing a specific serial number and having a specific location; (b) If End-User shall hold the Licensed Product and Documentation in confidence for Northern Telecom and Licensee enters into and shall not at any agreement, arrangement, time use or license purporting to grant rights reproduce the Licensed Product or Documentation except as expressly permitted hereunder or divulge the Licensed Product and Documentation to any Mount Sinai Technology that does not comport person other than employees of End-User with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreementa need to know, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense Northern Telecom and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. .Licensee; and (dc) Licensee hereby agrees the right to remain fully liable under this Agreement to Mount Sinai for use the performance or non-performance under this Agreement Licensed Product and the relevant Sublicense by any party to those agreements. Licensee Documentation shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance be in accordance with the terms laws applicable in the countries of the End-Users but so as not to affect, but to preserve, the proprietary and confidential nature of the Licensed Product and Documentation and any patent, copyright or other rights of Northern Telecom, its Subsidiaries and Affiliates applicable to the Licensed Product and Documentation. Licensee or its Distributors, as applicable, shall negotiate, execute, administer and monitor each of the Licensed Product and Documentation sublicense agreements to ensure compliance with all the relevant provisions of this Agreement. The form normally used by Northern Telecom for such purposes is attached, as an example, hereto as Schedule D. Nothing in this Agreement shall be construed as granting the right for any Distributor, or any End-User to disassemble, decompile, or otherwise reverse engineer the object code versions of the Licensed Product delivered by Northern Telecom pursuant to this Agreement. In the event an End-User is in default under its sublicense agreement, Licensee shall so advise Northern Telecom in writing promptly upon discovery thereof, and exercise as soon as reasonably possible, such rights and recourses, using commercially reasonable efforts, as Northern Telecom may have in the relevant Sublicense. No such Sublicense circumstances with particular emphasis on preserving the proprietary and confidential nature of the Licensed Product and Documentation and any patent, copyright or attempt other rights of Northern Telecom, its Subsidiaries or Affiliates applicable to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop Licensed Product and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the AgreementDocumentation.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai Licensor hereby grants to Licensee the right to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: (i) Expressly expressly identify Mount Sinai Licensor as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) cause the Sublicensee to comply with the provisions of Sections 2.1 and 2.2 to the same extent as Licensee is required to comply and include a provision providing for the termination of the Sublicense, upon written request by Licensor, in the event that the Sublicensee does not so comply; (vi) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vivii) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai Licensor consistent with the reporting provisions of Article 6 5 and all other relevant provisions herein; (viiviii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai Licensor shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicensesublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (x) Each Sublicense granted by Licensee under this Agreement shall provide for its termination upon termination of this Agreement. Each Sublicense shall automatically terminate upon any termination of this Agreement unless Licensee previously has assigned its rights under the Sublicense to Licensor and Licensor has expressly agreed in writing, in Licensor’s sole discretion, to accept such assignment. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology Licensed Patents, Software or Know-How, that does not comport with the requirements of this Section 2.5, or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai Licensor in writing of any proposed grant of a Sublicense and provide to Mount Sinai Licensor a complete and fully un-redacted copy of any proposed Sublicense at least thirty twenty (3020) days Business Days prior to execution thereof for review and comment by Mount SinaiLicensor, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai Licensor for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either Efforts, directly or through a Sublicensee) , to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai Licensor any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject to, and effective as of, the Closing, Copernicus hereby grants to Wize the right to sublicense all and any of its rights under the license granted hereunder. The granting of sublicenses will be at Wize's sole and exclusive discretion and Wize will have the sole and exclusive power to determine the identity of any sublicensee (subject to the provisions of this paragraph below), the applicable licensee fees or royalty rates that may be payable by the sublicensee to Wize (which in all events shall not affect the amounts that Wize is obligated to pay to Copernicus under this Agreement), if any, and other terms and conditions set forth herein, Mount Sinai hereby grants to Licensee of the right to grant Sublicenses, sublicense; provided that: however that (a) Any Licensee shall provide Licensor a true, accurate, and all complete copy of each such Sublicenses shall: sublicense (and each amendment thereto, if any) promptly following its execution; (b) each sublicense shall (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditionsto, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rightsconsistent with, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach (ii) not conflict with the terms of this Agreement, subject and (iii) contain terms and conditions reasonably sufficient to enable Licensee to comply with the cure provisions set forth in Section 12.1. terms of this Agreement; and (c) Licensee may such sublicensee is either (i) an entity listed on a mutually agreed list of companies that will be attached as a schedule to this Agreement; (ii) a company which is not grant any Sublicenses without a direct competitor of Copernicus in the prior written consent Field and which, at the time of Mount Sinai. Licensee shall notify Mount Sinai the sublicense, has a market capitalization (or, if not publicly traded company, its fair market valuation is) of at least $[***]; or (iii) a party which has been approved by Copernicus in writing of any proposed grant of a Sublicense and provide (not to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment be unreasonably withheld). Unless otherwise agreed in writing by Mount SinaiCopernicus, which comments Licensee Wize shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai responsible for the performance or non-performance under this Agreement of and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance compliance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and by all license fees, royalties and other payments due under the AgreementSublicensees.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai Licensor hereby grants to Licensee the right to grant Sublicenses, provided that:: ​ (a) Any and all such Sublicenses shall:: ​ (i) Expressly expressly identify Mount Sinai Licensor as a third party beneficiarybeneficiary ​ (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee;; ​ (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party;; ​ (v) cause the Sublicensee to comply with the provisions of Sections 2.1 and 2.2 to the same extent as Licensee is required to comply and include a provision providing for the termination of the Sublicense, upon written request by Xxxxxxxx, in the event that the Sublicensee does not so comply; ​ (vi) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control;; ​ (vivii) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai Licensor consistent with the reporting provisions of Article 6 5 and all other relevant provisions herein; (viiviii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai Licensor shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicensesublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (x) Each Sublicense granted by Licensee under this Agreement shall provide for its termination upon termination of this Agreement. Each Sublicense shall automatically terminate upon any termination of this Agreement unless Licensee previously has assigned its rights under the Sublicense to Licensor and Licensor has expressly agreed in writing, in Licensor’s sole discretion, to accept such assignment. ​ (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology Licensed Patents, Software or Know-How, that does not comport with the requirements of this Section 2.5, or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1.. ​ (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai Licensor in writing of any proposed grant of a Sublicense and provide to Mount Sinai Licensor a complete and fully un-redacted copy of any proposed Sublicense at least thirty twenty (3020) days Business Days prior to execution thereof for review and comment by Mount SinaiLicensor, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. .​ (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai Licensor for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either Efforts, directly or through a Sublicensee) , to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai Licensor any and all license fees, royalties and other payments due under the Agreement.. ​

Sublicensing. Subject To the extent either Party is permitted to grant sub-licences under the terms and conditions set forth hereinlicences granted to it under this Clause 2, Mount Sinai hereby grants to Licensee such Party shall have the right to grant Sublicensessuch sub-licences through multiple tiers of Sub-licensees; provided that: 2.3.1 any such sub-licence is consistent with and subject to the terms of this Agreement and shall terminate automatically upon termination of the corresponding licence hereunder; and 2.3.2 neither Party shall be relieved of its obligations pursuant to this Agreement as a result of such sub-licence; 2.3.3 each such Party permitted to grant sub-licenses shall procure a written agreement from any Sub-licensee that its rights under: (a) such sub-licence shall comply in all respects with such Party’s obligations under this Agreement; and (b) such sub-licence shall comply in all respects with such Party’s obligations under the Merck-Serono Agreement or under the INSERM Agreement, provided as applicable. 2.3.4 where GSK grants a sub-licence under the Immutep Intellectual Property and/or the Merck Serono IP to a Third Party, GSK shall ensure that: (a) Any and all any such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate Sub-licensee shall not be granted rights that exceed the Sublicensee to abide by and be subject to all scope of the terms, conditions, and limitations of rights granted to GSK under this Agreement applicable with respect to the LicenseeImmutep Intellectual Property and/or Merck Serono IP; (iiib) expressly prohibit prior to the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event execution of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference sub-licence agreement relating to the original Sublicense Immutep Intellectual Property, GSK shall provide IMMUTEP with notification of the identity and address of the Sub-Licensee, as executed; provision well as such terms of a translation to Mount Sinai the licence as GSK deems reasonably necessary, for approval by INSERM, which shall not satisfy this requirement)be withheld except if INSERM TRANSFERT gives written demonstration that the prospective licence to Sub-Licensee affects its legitimate interests. After [***] of the above-mentioned notification, the absence of response from IMMUTEP shall be considered as an approval; and (viiic) comply promptly following the execution of any sub-licence agreement with any marking requirements of the intellectual property Laws of the applicable countries in the TerritorySub-licensee, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law GSK shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport provide IMMUTEP with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted signed copy of the Sublicense sub-licence agreement with such provisions redacted which GSK deems reasonably necessary. Any information disclosed to IMMUTEP shall constitute the Confidential Information of GSK, however IMMUTEP is hereby duly authorised by GSK to provide INSERM TRANSFERT with a signed copy of such sub-licence agreement provided that is substantially similar to IMMUTEP notifies INSERM that such sub-licence agreement constitutes the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for Confidential Information of IMMUTEP as defined in the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the INSERM Agreement.

Sublicensing. Subject During the applicable License Period, WWE may sublicense the rights licensed pursuant to Sections 4(a) - (d) above; provided that, (a) WWE shall make all sublicensees aware of the relevant terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable and agree to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territoryand be bound by such terms, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into WWE shall ensure that all sublicensees comply in all respects with, and guarantees the compliance of any agreementsuch sublicensee with, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the relevant terms and conditions of this Agreement, such agreement, arrangement(c) any further sublicensing, or license any assignment, transfer, exchange, pledge, hypothecation, or other disposition, or encumbrance, whether direct or indirect, in whole or in part, by operation of law or otherwise, of any of the rights granted to any sublicensee under any such sublicense shall be null expressly prohibited under the terms of such sublicense, (d) WWE shall be fully liable in all respects, Lender, Talent and voidany third party or parties, for such sublicensees’ compliance or non-compliance with the relevant terms and conditions of this Agreement and (e) WWE shall cure any breach of this Agreement by any of WWE’s sublicensees and, if any breach is not promptly cured, WWE shall take all steps necessary to promptly cure such breach, including, without limitation, terminating such sublicense’s rights to use the Talent’s Name and Likeness and the Talent Intellectual Property. Licensee Notwithstanding anything to the contrary herein, WWE acknowledges and agrees that entering it will not enter into any sublicense of Talent’s Name and Likeness or Talent Intellectual Property with respect to Licensed Products with a term that terminates following the expiration of the License Period and Sell Off Period (provided that such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee sublicense may not grant any Sublicenses have a sell off period that extends beyond the expiration of the Sell Off Period hereunder, unless otherwise pre-approved in writing by DJIP) 3 applicable to such Talent’s Name and Likeness or Talent Intellectual Property, without the prior written consent approval of Mount Sinai. Licensee shall notify Mount Sinai in writing of DJIP (any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinaisuch approved sublicense, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. an “Approved Long Term License”). (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. (a) Subject to Section 2.1.2(c) below, TRANSCEPT has the right to grant sublicenses under the license granted to it under Section 2.1.1 to any Affiliate or Third Party, other than a SNBL Competitor, to commercialize the Product in EU, Japan, Australia, New Zealand, Canada, the United States and/or the Territory in its entirety without SNBL’s prior written approval. (b) Subject to Section 2.1.2(c) below, TRANSCEPT has the right to grant sublicenses under the license granted to it under Section 2.1.1 to any Affiliate or Third Party, other than a SNBL Competitor, to commercialize the Product in any territory in the Territory other than as set forth in Section 2.1.2(a) above; provided that TRANSCEPT shall obtain SNBL’s prior written approval prior to granting any such sublicense to any Third Party (but not Affiliate), which consent shall not be unreasonably withheld, conditioned or delayed. (c) With respect to any sublicense granted under Section 2.1.2(a) or Section 2.1.2(b) above, (i) TRANSCEPT shall have entered into a written agreement with its sublicensee that shall be consistent and not conflict with, and shall be subordinate to, the terms and conditions set forth hereinof this Agreement (including for clarity, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that: (a) Any Section 2.2); and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee TRANSCEPT shall remain responsible to abide SNBL for any violations by and be subject to all such sublicensee of the terms, conditions, terms and limitations conditions of this Agreement applicable to Agreement. Within [***] days after the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant execution by TRANSCEPT of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements agreement of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees rights granted to legibly mark all Licensed Products made, used, reproduced, or sold TRANSCEPT by SNBL under the terms of this Agreement, or their respective containers; and (ix) specify that New York law TRANSCEPT shall control provide SNBL with a copy of such sublicense agreement, which copy may be redacted to remove any dispute arising and all information not applicable to the obligations of TRANSCEPT under this Agreement. Without limiting the foregoing, if a sublicensee is in breach of the applicable sublicense agreement and such Sublicensebreach, and that jurisdiction for resolving any if committed by TRANSCEPT, would be a material breach of TRANSCEPT’s obligations to SNBL under this Agreement, TRANSCEPT shall, at its own expense, enforce the applicable terms of such dispute sublicense agreement against the sublicensee, including termination thereof in accordance with the terms of such sublicense agreement. For clarity, TRANSCEPT shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into and remain responsible to SNBL for any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements breach of this Section Agreement or is otherwise inconsistent any sublicense by any of its sublicensees, including all damages due to SNBL as a result of such breach. The entry by TRANSCEPT into a sublicense shall not relieve TRANSCEPT of its obligations under this Agreement, including the obligation to report the Net Sales of such sublicensee and ensure payment of royalties to SNBL in accordance with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject to the terms Each Party and conditions set forth hereinits Affiliates and Sublicensees, Mount Sinai hereby grants to Licensee and Sublicensees of Sublicensees may grant sublicenses under Patents and other Intellectual Property licensed under Sections 2.1 and 2.2 (with the right to grant Sublicensessublicense through multiple tiers consistent with this Section 2.3); provided, provided however, that, in the case of sublicenses granted to Affiliates or Third Parties: (a) Any in the case of Third Party Sublicensees, each sublicense and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by sub- sublicense is in writing and be subject to all of the terms, conditionson terms consistent with, and limitations subject to, the terms of this Agreement applicable to the LicenseeAgreement; (iiib) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant upon termination of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement any sublicenses shall control; (vi) obligate convert into a direct license from Arbutus or the Sublicensee to submit annualCompany, Quarterlyas applicable licensor, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and provided that the Sublicensee (ixi) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be is not then in breach of the federal or state courts located in New York City, New York State. (b) If Licensee enters into any sublicense agreement, arrangement(ii) agrees in writing to be bound to Arbutus or the Company, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with as applicable, as a licensee under the terms and conditions of this Agreement, such agreementand (iii) agrees in writing that in no event shall Arbutus or the Company, arrangementas applicable licensor, assume any obligations or liability, or license shall be null under any obligation or requirement of performance that extends beyond Arbutus’ or the Company’s obligations and void. Licensee acknowledges and agrees that entering into such an agreementliabilities, arrangementas applicable, or license constitutes a material breach of under this Agreement, subject to the cure provisions set forth in Section 12.1.; (c) Licensee may not grant any Sublicenses without in the prior written consent case of Mount Sinai. Licensee Third Party Sublicensees, each Party shall notify Mount Sinai in writing of any proposed grant of promptly provide the other Party hereto with a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least the executed sublicense within thirty (30) days prior to following its execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to or in the delivery case of a final and executed completesub-sublicense, fully unwithin thirty (30) days following receipt thereof, with such reasonable redaction as the sub-redacted copy licensor or its Sublicensee may make; provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. .this Agreement; and (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or nongrant of such sublicense shall not relieve the sub-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee licensor Party of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop under this Agreement, and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai such Party shall be responsible for any and all license fees, royalties and other payments due under the obligations of such Sublicensee as if such Sublicensee were a party to this Agreement.

Sublicensing. Subject (a) The Licensee may grant sublicenses through one or multiple tiers, under any or all of the rights granted in Clause 2.1 (Grant of License; Right of Reference), to its Affiliates and to Third Parties. The Licensee shall, and shall procure that each of its Affiliates and each Sublicensee shall, notify BioMedica of the identity of any Sublicensee in writing not more than [***] following the grant of rights under the BioMedica IP to such Sublicensee. (b) All sublicenses of the rights granted under this Agreement or any sublicense must be in writing and: (i) include legally binding provisions at least as stringent as those contained in this Clause 2.4 (Sublicensing) and Clause 12 (Confidentiality); (ii) oblige the Sublicensee to report in writing to the Licensee achievement of any milestone event referred to in Clause 8.2 (Development and Regulatory Milestone Payments); (iii) oblige the Sublicensee to keep, at its normal place of business, accurate and up-to-date records and books of account in sufficient detail for the determination of Net Sales by the Sublicensee (through multiple tiers). Such books and records shall be retained by the Sublicensee (through multiple tiers) for three (3) years from the date on which they are generated, and shall be maintained in accordance with applicable Accounting Standards; (iv) provide that such sublicense shall automatically terminate upon termination of this Agreement; provided that, if the Sublicensee is not in material breach of any of its obligations under such sublicense, at the written request of the Sublicensee to BioMedica made within [***] following the termination of this Agreement, BioMedica shall enter into a direct licence with the Sublicensee on substantially the same terms and conditions set forth herein, Mount Sinai hereby grants as this Agreement but limited to the scope granted by the Licensee (or Sublicensee) to the right to grant SublicensesSublicensee, provided that: (aA) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee BioMedica shall not be required to abide undertake obligations in addition to those required by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the LicenseeAgreement; (iiiB) expressly prohibit the Sublicensee from granting further sublicenses and declare any financial terms of such purported grant of a further sublicense to direct licence shall be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in replaced by the event of any inconsistency between the Sublicense and applicable financial terms provided under this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viiiC) comply with any marking requirements of BioMedica receives, in relation to the intellectual property Laws of Sublicensee, at least those rights that it received in relation to the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold Licensee under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. The Licensee shall notify Mount Sinai remain liable to BioMedica in writing respect of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy acts or omissions of any proposed Sublicense at least thirty Affiliate or Sublicensee (30through multiple tiers) days prior to execution thereof for review and comment that would, if effected by Mount Sinaithe Licensee, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of constitute a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms breach of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject Sublicenses of the licenses granted to the terms and conditions set forth hereinRiver’s Edge under Section 2.1.1 may be granted by River’s Edge; provided, Mount Sinai hereby grants however, in all cases, no sublicense granted by River’s Edge pursuant to Licensee the right to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: this Section 2.2 shall be valid unless: (i) Expressly identify Mount Sinai as a third party beneficiary River’s Edge shall submit the proposed sublicense or distribution agreement to DUSA for written approval prior to execution, which approval shall not be unreasonably withheld or delayed; (ii) obligate River’s Edge shall guarantee and be responsible for, as applicable, the performance of, or the making of all payments due and the making of any reports under this Agreement with respect to sales of Licensed Products by its Affiliates and Sublicensees and, in each case, the Affiliate’s and Sublicensee’s compliance with all applicable terms of this Agreement; (iii) such sublicense agreement shall provide that the Sublicensee shall be jointly and severally liable with River’s Edge for any royalty payments due to abide by DUSA under this Agreement and be subject shall contain the consent to jurisdiction and governing law provisions of this Agreement with respect to the royalty payment obligations; and (iv) as applicable, each Affiliate or Sublicensee agrees in writing to maintain books and records and permit DUSA to review such books and records pursuant to the relevant provisions, and to observe all other applicable terms, of this Agreement. River’s Edge shall promptly provide DUSA with notice of any sublicense granted pursuant to this Section 2.2, and provide a copy of the applicable agreement to DUSA upon its request. Notwithstanding anything here and to the contrary, River’s Edge may enter into a sublicense agreement with Tiber Laboratories, LLC (“Tiber”) to allow Tiber to market the Licensed Products under Tiber’s label and NDC Number, provided that such agreement binds Tiber to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms 2.2; and conditions of this Agreementfurther provided, that Tiber may not assign such agreement, arrangementor any obligations thereunder, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the DUSA’s prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. consent. (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that: (a) Any and LICENSEE may grant sublicenses of all or some of its rights under this Agreement only during the Term with the prior written approval of University, but such Sublicenses approval will not be unreasonalbly withheld providing compliance with Section 2.2(c). Upon termination of this Agreement as set out in Article 10, subject to the Sell-Off Period set forth in Section 10.6 hereof, any rights hereunder sublicensed to a Sublicensee shall: , at the option of UNIVERSITY: (i) Expressly identify Mount Sinai as a third party beneficiary terminate; or (ii) obligate become rights licensed to the Sublicensee to abide directly by and be subject to all of the terms, conditionsUNIVERSITY (on the same terms as set out in the relevant sublicense agreement), and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further each sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York Stateso provide. (b) If Licensee enters into any agreement, arrangement, or license purporting LICENSEE is responsible for each Sublicensee's operations in relation to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1Agreement as if those operations were performed by LICENSEE. (c) Licensee may Prior to Sublicensee making any Sales, LICENSEE must enter into a written agreement with Sublicensee which contains substantially the same terms and conditions as set forth in this Agreement (allowing only for necessary changes) provided that each shall contain a provision reflecting subsection 2.2(a), be personal to each Sublicensee, shall not grant be assignable to any Sublicenses without the prior written consent of Mount Sinai. Licensee third party, and each Sublicensee shall notify Mount Sinai in writing of any proposed grant of be prohibited from further sublicensing or sub-sublicensing. (d) LICENSEE must deliver to UNIVERSITY a Sublicense true and provide to Mount Sinai a complete and fully un-redacted correct copy of each permitted sublicense granted by LICENSEE, and any proposed Sublicense at least permitted modification or any termination thereof, within thirty (30) days prior to execution thereof for review and comment by Mount Sinaiafter execution, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed completemodification, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. or termination. (de) Licensee hereby agrees to remain fully liable under When this Agreement is terminated, all existing sublicenses granted by LICENSEE shall be assigned to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the AgreementUNIVERSITY.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right shall be entitled to grant Sublicenses, sublicenses to Affiliates and Third Parties provided that: (a) Any prior to grant it informs the Licensor in writing of the terms of any sublicence proposed to be entered into and all such Sublicenses shall:the identity of the proposed Sublicensee; (ib) Expressly identify Mount Sinai as a third party beneficiarysubject to the provisions of Section Error! Reference source not found., such sublicence shall be on arm’s length reflecting the market value of the rights granted and commercial terms consistent with the terms of this Agreement; (iic) obligate such sublicence shall be in writing and include obligations of confidentiality on the Sublicensee which are no less onerous than the obligations of confidentiality on the Licensee under this Agreement, and shall include provisions giving the Licensor the right to abide by enforce such obligations against the Sublicensee; (d) the Licensee has determined, based on reasonable enquiries that the Sublicensee is not a Restricted Person, and be subject to all the provisions of the terms, conditionssublicence must provide that it shall terminate automatically and immediately in the event that the Sublicensee becomes a Restricted Person at any time during the term of the sublicence; (e) as soon as reasonably possible, and limitations in any event within 30 days after the grant of any sublicence (and any amendment that may be made to it from time to time), the Licensee shall provide to the Licensor a true copy of it, provided that this Agreement applicable paragraph (e) shall not apply to sublicences that are granted to subcontractors of the Licensee for the sole purpose of allowing such subcontractors to carry out development or manufacturing services for the Licensee; (iiif) expressly prohibit such sublicence may provide for the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; tiers (ivi.e. sub-sublicences) prohibit Sublicensee from making payments only, provided that in exchange for receipt each case all of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with Error! Reference source not found. shall apply to all such further tiers of sublicences; and (g) any sublicence granted by the terms and conditions Licensee shall be expressed to terminate automatically on the termination of this Agreement, such agreement, arrangement, or license Agreement for any reason; (h) the Licensee shall be null and void. responsible for any act or omission of the Sublicensee that, if it were the act or omission of the Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes would be a material breach of this Agreement, subject to as if the cure provisions set forth in Section 12.1. (c) act or omission had been that of the Licensee may not grant any Sublicenses without under this Agreement, and the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing indemnify the Licensor and the other Indemnified Parties against any losses, damages, costs, fees, claims and expenses which are awarded against, or suffered by, the Licensor or any other of the Indemnified Parties as a result of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy act or omission of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. Sublicensee. (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject BI may, in its own reasonable discretion, at any time grant sublicenses of its rights under Section 5.1 to its Affiliates and Sublicensees provided that BI may not sublicense rights under this Agreement relating to the terms and conditions set forth herein, Mount Sinai hereby grants Development or Commercialization of a Collaboration Compound or a Product to Licensee the right to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: any Third Party on (i) Expressly identify Mount Sinai as a third party beneficiary worldwide basis or (ii) obligate relating to a Major Market without Zealand Pharma’s prior written consent, which consent shall not be unreasonably withheld. For the avoidance of doubt, the granting of co-promotion rights to a Third Party is not considered as a sublicense. Each sublicense granted by BI to a Sublicensee pursuant to abide by and this Section 5.2 shall be subject and subordinate to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, such agreementincluding with respect to diligence, arrangementDevelopment and Commercialization, and shall not in any way diminish, reduce or license eliminate any of BI’s obligations under this Agreement. Without limiting the foregoing, each sublicense agreement with a Sublicensee shall be null in writing and void. Licensee acknowledges and agrees shall contain the following provisions: (i) a requirement that entering into such an agreement, arrangement, Sublicensee submit applicable sales or license constitutes a material breach other reports consistent with the requirements of this Agreement, subject (ii) a requirement to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense keep books and provide records, and to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior permit BI to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts audit (either directly or through an independent auditor) such books and records, consistent with the requirements of this Agreement, (iii) a requirement that such Sublicensee complies with confidentiality provisions as stringent as the confidentiality provisions of this Agreement, (iv) provisions ensuring compliance with the provisions of this Agreement concerning the Data Room, and (v) provisions ensuring that such Sublicensee comply with all other applicable terms of this Agreement. BI shall provide Zealand Pharma with the name of the Sublicensee) , key terms of the sublicense agreement, and a summary in reasonable detail of the rights granted to Develop and Commercialize Licensed Products, nor relieve Licensee such Sublicensee. BI shall diligently enforce compliance by each of its Sublicensees with the applicable sublicense agreement. If BI discovers that a Sublicensee has taken any action or failed to take any action that would, if done so by BI, constitute a breach of this Agreement that continues beyond all applicable grace periods, BI promptly shall notify Zealand Pharma thereof and take all actions reasonably necessary to cause the cessation of such breach. Any failure of BI to take such actions shall be deemed a breach of BI’s obligations under this Agreement. [***] Certain information in this document has been omitted and submitted separately to pay Mount Sinai any the Securities and all license fees, royalties and other payments due under Exchange Commission. Confidential treatment has been requested separately with respect to the Agreementomitted portions.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai Licensor hereby grants to Licensee the right to enter into sublicensing agreements with Sublicensees with respect to the Patent Rights (each, a “SUBLICENSE”), and such Sublicensees shall have the limited right to grant Sublicensesfurther sublicenses, in each case provided thatthat Licensee has current exclusive rights thereto in the Territory being sublicensed pursuant to Section 2.1 and subject to the following: a. Any sublicense granted to a Sublicensee or Further Sublicensee (aas defined below) Any with respect to the Patent Rights shall be subject to a written sublicense agreement, the terms and all such Sublicenses shallconditions of which shall be subordinate to this Agreement. Such Sublicense and Further Sublicense (as defined below) shall include: (i) Expressly identify Mount Sinai as a third party beneficiarystatement setting forth or describing the date upon which Licensee’s exclusive license rights hereunder will expire; (ii) obligate a provision requiring the Sublicensee performance of all the obligations due to abide by and be subject to all of Licensor (and, if applicable, the terms, conditions, and limitations of United States Government) under this Agreement applicable other than those rights and obligations specific to the LicenseeLicensee (e.g., license issue and maintenance fees, royalties, diligence, reports and patent prosecution and maintenance); (iii) expressly prohibit a provision requiring payment of royalties to Licensee in an amount sufficient to permit Licensee to meet its royalty obligations to Licensor at the Sublicensee from granting further sublicenses rates and declare any such purported grant of a further sublicense to be invalid and unenforceablebases set forth in this Agreement; (iv) prohibit Sublicensee from making payments in exchange for receipt a prohibition of Sublicense rights, e.g. royalty payments, into an escrow or similar account or Further Sublicensees to any Third Party;grant additional sublicenses to third parties who are non-Affiliates of Further Sublicensees without the consent of Licensor; and (v) provide thatthe same provision for indemnification of Licensor as has been provided for in this Agreement. For clarity, in Licensee shall not require Licensor’s consent to the event grant of any inconsistency between license with respect to Target Patent Rights, and the provisions of this Section 2.4 shall not apply to such licenses; provided, however, that to the extent any such license also includes a sublicense to the Patent Rights, the provisions of this Section 2.4 shall apply with respect to that portion of any license granting rights to the Patent Rights. b. If Licensee becomes Insolvent, Licensor’s proportionate share of all payments then or thereafter due and owing to Licensee from its Sublicensees and Further Sublicensees for the sublicense of the Patent Rights will, upon notice from Licensor to any such Sublicensee, become payable directly to Licensor by Sublicensees for the account of Licensee; provided however, that Licensor will remit to Licensee the amount by which such payments exceed the amounts owed by Licensee to Licensor. c. Licensee shall within thirty (30) days of: (a) execution, provide Licensor with a copy of each Sublicense granted by Licensee hereunder, and any amendments thereto or terminations thereof; and (b) receipt, summarize and deliver copies of all reports due to Licensee from Sublicensee(s). d. Upon termination of this Agreement for any reason, all sublicense agreements that are granted by Licensee or Affiliate of Licensee pursuant to this Agreement where the Sublicensee or Further Sublicensee is in compliance with its sublicense agreement as of the date of such termination will remain in effect and will be assigned to Licensor, except that Licensor will not be bound to perform any duties or obligations set forth in any sublicense agreements that extend beyond the duties and obligations of Licensor set forth in this Agreement. e. Licensee or Affiliate of Licensee may grant Sublicensee the right to further sublicense any of the rights granted to Licensee hereunder to Affiliates of Sublicensees, this Agreement shall control; (vi) obligate or to non-Affiliate third parties only to the extent that the Sublicensee to submit annualdetermines that they are reasonably needed or desirable for the development, Quarterlyregulatory approvals (i.e. for conducting pre-clinical and clinical trials), manufacturing, and interim reports to Mount Sinai consistent with the reporting provisions commercialization of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms and/or Licensed Methods in accordance with Article 5 (Commercial Diligence & Milestones) of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in . For the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions purposes of this Agreement, such agreement, arrangement, or license further sublicenses shall be null referred to as “FURTHER SUBLICENSES” and voidthe person(s) or entity(ies) to which such Further Sublicenses are granted shall be referred to as “FURTHER SUBLICENSEE(S)”. Sublicensee may grant Further Sublicenses, provided that the Sublicensee retains exclusive rights under the Sublicense with Licensee or Affiliates of Licensee and Licensee retains exclusive rights under this Agreement. Further Sublicensees may not grant additional sublicenses to third parties who are non-Affiliates of Further Sublicensees without the consent of the Licensor. Licensee acknowledges shall collect and agrees that entering into such an agreementguarantee all payments due Licensor from Sublicensee(s) and Further Sublicensee(s). f. Licensee represents and warrants that, arrangement, or license constitutes a material breach as of this Agreement, subject the Amendment Effective Date: (i) Genentech has not exercised any options to the cure provisions Patent Rights or Target Patent Rights under the Genentech Agreement and (ii) the Genentech Agreement does not grant Genentech the right to commercialize any Licensed Product, Other Product or Licensed Method until such option is exercised. Subject to the foregoing, as of the Amendment Effective Date, Genentech shall be deemed not to be a Sublicensee hereunder. Notwithstanding the requirements set forth in this Section 12.1. (c) 2.4, Licensor and Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai will agree to negotiate in writing of any proposed grant of good faith to amend this Section 2.4, as reasonably required or requested by a Sublicense and provide Sublicensee in order to Mount Sinai facilitate a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense sublicense that is substantially similar mutually beneficial to Licensor and Licensee. Notwithstanding the copy that was previously approved by Mount Sinai. foregoing, Licensor shall be under no obligation to agree to any amendment; provided that, Licensor shall not unreasonably withhold its consent to such amendment. (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject With respect to the licenses granted to RenalytixAI pursuant to Sections 3.1.1, 3.1.2 and 3.1.3, RenalytixAI shall have the right to grant sublicenses provided that, any and all such Sublicenses shall be: (a) granted only pursuant to written agreements, which will be subject and subordinate to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that:of this Agreement; (ab) Any terminable automatically on termination of the Agreement; provided, however, in the event this Agreement was terminated by ISMMS and all further provided that a Sublicensee is not in material breach of the terms of the Sublicense granted to it by RenalytixAI, and Sublicensees actions or inactions did not directly cause a material breach of this Agreement by RenalytixAI that led to the termination of this Agreement, then ISMMS will make reasonable efforts to negotiate and execute a direct license with the Sublicensee on the same or similar terms to either such Sublicenses shall:Sublicense or this Agreement in the sole discretion of ISMMS. (ic) Expressly expressly identify Mount Sinai ISMMS as a third third-party beneficiary; (iid) obligate the Sublicensee to abide by and be subject to all of the applicable terms, conditions, and limitations of this Agreement applicable to the LicenseeAgreement; (iiie) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (ivf) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Partythird party; (vg) cause the Sublicensee to comply with the provisions of Section 11.2.4 to the same extent RenalytixAI is required to comply and include a provision providing for the termination of the Sublicense, upon written request by ISMMS, in the event that the Sublicensee does not so comply; (h) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vii) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai ISMMS consistent with the reporting provisions of Article 6 and all other relevant provisions RenalytixAI provided for herein; (viij) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai ISMMS shall not satisfy this requirement); and; (viiik) comply with any marking requirements of the intellectual property Laws laws of the applicable countries in the Territory, and particularly agrees to legibly mark permanently xxxx all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ixl) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) 3.2.1 If Licensee RenalytixAI enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology Licensed Technology, Licensed Information or Licensed IP Rights, that does not comport with the requirements of this Section 3.2 or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee RenalytixAI acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee 3.2.2 RenalytixAI shall notify Mount Sinai in writing of any proposed grant of provide a Sublicense and provide to Mount Sinai a complete and fully un-redacted draft copy of any proposed Sublicense to ISMMS at least thirty (30) days prior [*] before execution to execution thereof for review allow ISMMS to comment on the terms of the sublicense, and comment by Mount SinaiRenalytixAI will not enter into such Sublicense without ISMMS’ written approval. RenalytixAI shall furnish ISMMS with a fully executed copy of such Sublicense agreement, within [*] after its execution, which comments Licensee shall incorporate therein. Any copy may be redacted to exclude financial and other sensitive terms so long as ISMMS can, after such prior consent provided by Mount Sinai is subject to the delivery of a final and executed completeredaction, fully un-redacted copy reasonably determine compliance of the Sublicense that is substantially similar to with the copy that was terms provided for herein and the previously approved by Mount Sinaiprovided draft sublicense, and shall be Confidential Information of RenalytixAI hereunder. ISMMS shall keep any such copies of sublicense agreement in its confidential files and shall use them solely for the purpose of monitoring RenalytixAI’s and Sublicensee’s compliance with their obligations hereunder and enforcing ISMMS’s rights under this Agreement. (d) Licensee 3.2.3 RenalytixAI hereby agrees to remain fully liable under this Agreement to Mount Sinai ISMMS for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee RenalytixAI of its obligations hereunder to exercise its Commercially Reasonable Efforts (either Efforts, directly or through a Sublicensee) , to Develop and Commercialize Licensed Products, nor relieve Licensee RenalytixAI of its obligations to pay Mount Sinai ISMMS any and all license fees, royalties and other payments due under the this Agreement.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right shall not be entitled to grant Sublicensesany sublicenses to Affiliates or Third Parties before the conditions under Section 2.1 have been attained and Licensee has paid the first upfront in accordance with Section 4.1 a). After the conditions have been attained and Licensee has paid the first upfront, Licensee shall be entitled to grant sublicenses to Affiliates and Third Parties provided that: (a) Any that any licensor shall be responsible for the compliance of its sublicensee with the provisions of this Agreement and all such Sublicenses shallthat the respective sublicense complies with the following: (i) Expressly identify Mount Sinai as a third party beneficiaryterms and conditions of any sublicense agreement shall be consistent with this Agreement and the scope of the rights granted to each such sublicense shall not exceed the scope of rights granted to Licensee hereunder, (ii) obligate any sublicense depends on the Sublicensee to abide by and be subject to all existence of the terms, conditions, Head License and limitations of this Agreement applicable to the LicenseeAgreement; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense is concluded on terms that would be offered to be invalid and unenforceableany arm’s length Third Party; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or any sublicensee agrees that its licensor discloses the sublicense agreement to any Third Partyits licensors and ultimately to BayPat; (v) provide thatreservation of irrevocable, fully paid-up rights of the BayPat, the Technical University Munich and the inventors of the Patent Rights to use the inventions, the Patent Rights and the Know-How/Material in the event of any inconsistency between the Sublicense future for non-commercial research and this Agreement, this Agreement shall controleducational purposes; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions payment of Article 6 and all other relevant provisions hereinearned royalties on Net Sales by any sublicensee; (vii) be written product development and commercialization diligence milestones if the Sublicense is exclusive; (viii) provision of periodic reports as specified in this Agreement; (ix) standard audit rights exercisable by the English language licensor as specified in this Agreement; (for clarity, this is a reference x) indemnification of the TRIMT Indemnities (as defined in Section 10.2) to the original Sublicense extent legally permissible; (xi) disclaimer on behalf of the BayPat, the Technical University Munich, the inventors of the Patent Rights and of TRIMT of all warranties, including validity, enforceability and non-infringement of the Patent Rights and Know-How/Material, as executed; provision specified in this Agreement; (xii) limitation of a translation liability of TRIMT, BayPat, the Technical University Munich, the inventors to Mount Sinai shall not satisfy direct damages only and , as far as legally possible, only for gross negligence and willful acts and omissions; (xiii) prohibition on the use of the names, logos and trademarks of BayPat, Technical University Munich and TRIMT as specified in this requirement)Agreement; (xiv) maintenance of general liability insurance as is standard for the business of the sublicensee at its various stages of development and commercialization, naming TRIMT, BayPat and the Technical University Munich as additional insureds; (xv) obligation of sublicensee to comply with all applicable laws, including export control laws; and (viiixvi) comply with any marking requirements granting of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai further sublicenses is subject to the delivery compliance of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. such further sublicense with (i) through (xvi). (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (iv) cause the Sublicensee to comply with the provisions of Section 12.2(d) (Challenge of Patents) to the same extent as Licensee is required to comply and include a provision providing for the termination of the Sublicense, upon written request by Mount Sinai, in the event that the Sublicensee does not so comply; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 5 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and; (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license Sublicense purporting to grant rights to any Mount Sinai Technology Licensed Patents, Materials, or Technical Information, that does not comport with the requirements of this Section 2.2 (Sublicensing), or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount SinaiSinai so long as such Sublicense complies with Section 2.2(a). Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-copy (which may be redacted copy to protect any confidential information of Licensee or such Sublicensee, except that no financial information shall be redacted) of any proposed Sublicense at least within thirty (30) days prior to following execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. thereof. (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts shall, subject to its reasonable business judgment, enforce all such Sublicenses against its Sublicensees, ensuring Sublicensees to the extent necessary to ensure its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. For the avoidance of doubt, Mount Sinai at all times retains the right to enforce all such Sublicenses as a third party beneficiary. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.