Common use of Sublicensing Clause in Contracts

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights only when it concurrently licenses proprietary or in-licensed intellectual property rights. For the avoidance of doubt, the Licensee does not have the right to solely sublicense the Licensed Patent Rights. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC of Paragraphs 5.1, 5.2, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the IC a complete copy of each fully executed sublicense agreement postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, the IC agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the IC PHS and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights only when it concurrently licenses proprietary or in-licensed intellectual property rights. For the avoidance of doubt, the Licensee does not have the right to solely sublicense the Licensed Patent RightsRights or the Materials. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC PHS of Paragraphs 5.1, 5.2, 8.15.1,8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Agreement Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the ICPHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the IC PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the IC PHS a complete copy of each fully executed sublicense agreement postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, the IC PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights only when it concurrently licenses proprietary or in-licensed intellectual property rights. For the avoidance of doubt, the Licensee does not have the right to solely sublicense the Licensed Patent Rights. 4.2 . The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC of Paragraphs 5.1, 5.2, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 . Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 . The Licensee agrees to forward to the IC a complete copy of each fully executed sublicense agreement postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, the IC agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the IC NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights only when it concurrently licenses proprietary or in-licensed intellectual property rightsRights. For With respect to any proposed sublicense agreement, if the avoidance NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of doubtLicensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee does not shall have the right to solely enter into such sublicense agreement. The NIH hereby provides written approval for the Licensed Patent Rights.Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC NIH of Paragraphs 5.1, 5.2-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.6-13.9 13.8 of this Agreement shall be explicitly binding upon the to sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the ICNIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the IC approval NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the IC NIH a complete copy of each fully executed sublicense agreement postmarked within thirty (30) days [***] of the execution of the agreement. To the extent permitted by law, the IC NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the IC PHS and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights only when it concurrently licenses proprietary or in-licensed intellectual property rightssubject to the terms set forth in this Article 4. For PHS shall review the avoidance sublicense [***] from the date of doubtreceipt by PHS. Otherwise, the Licensee does not have the right to solely sublicense the Licensed Patent Rightsapproval of PHS shall be considered reached. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC PHS of Paragraphs 5.1, 5.2-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement Agreement, as such provisions relate to sublicensees, shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the ICPHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the IC approval PHS approval, not to be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the IC PHS a complete copy of each fully executed sublicense agreement postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, the IC PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approvalapproval by PHS which will be given within thirty (30) days of a written request by LICENSEE, which shall include prior review of any sublicense agreement by the IC and which shall said approval not to be unreasonably withheld, the Licensee LICENSEE may enter into sublicensing agreements under the Licensed Patent Rights only when it concurrently licenses proprietary or in-licensed intellectual property rights. For the avoidance of doubt, the Licensee does not have the right to solely sublicense the Licensed Patent RightsLICENSED PATENT RIGHTS. 4.2 The Licensee 4.02 LICENSEE agrees that any sublicenses granted by it shall provide that the obligations to the IC PHS of Paragraphs 5.15.01-5.04, 5.28.01, 8.110.01, 10.110.02, 10.2, 12.5, 12.05 and 13.713.07-13.9 13.09 of this Agreement AGREEMENT shall be binding upon the sublicensee as if it were a party to this AgreementAGREEMENT. The Licensee LICENSEE further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Any sublicenses granted by the Licensee LICENSEE shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and the ICPHS, at the option of the sublicensee, upon termination of this Agreement AGREEMENT under Article 13. This Such conversion is subject to the IC PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this AgreementAGREEMENT. 4.4 The Licensee 4.04 LICENSEE agrees to forward to the IC PHS a complete copy of each fully executed sublicense agreement postmarked within thirty (30) days of the execution of the such agreement. To the extent permitted by law, the IC PHS agrees to maintain each such sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the IC PHS and which shall not be unreasonably withheldwithheld or delayed, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights only when it concurrently licenses proprietary or in-licensed intellectual property rights. For the avoidance and any of doubt, the Licensee does not have the right to solely Licensee’s approved sublicensees may enter into sublicense agreements under the Licensed Patent RightsRights sublicensed to them; provided, however, that the approval of PHS shall not be required for any sublicense to an Affiliate of Licensee or to a third party providing research, manufacturing or development services to Licensee, its Affiliates or PHS’s approved sublicensee(s). [***]. 4.2 The Licensee agrees that any sublicenses required to be approved by PHS as provided in Paragraph 4.1 (including sublicenses granted by it Licensee’s sublicensees) shall provide that the obligations to the IC PHS of Paragraphs 5.1, 5.2-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach cause copies of these Paragraphs to be attached to all sublicense agreements. 4.3 Any sublicenses granted by subject to the Licensee approval of PHS as provided in Paragraph 4.1 shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the ICPHS, at the option of the sublicensee, upon termination of this Agreement under Article 1313.13 (except Paragraph 13.1). This conversion is subject to the IC approval PHS approval, which will not be unreasonably denied or delayed, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the IC PHS a complete copy of each fully executed sublicense agreement subject to the approval requirements of Paragraph 4.1 postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, the IC PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the IC PHS and which shall not be unreasonably withheldwithheld or delayed, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights only when it concurrently licenses proprietary or in-licensed intellectual property rights. For the avoidance and any of doubt, the Licensee does not have the right to solely Licensee’s approved sublicensees may enter into sublicense agreements under the Licensed Patent RightsRights sublicensed to them; provided, however, that the approval of PHS shall not be required for any sublicense to an Affiliate of Licensee or to a third party providing research, manufacturing or development services to Licensee, its Affiliates or PHS’s approved sublicensee(s). [***]. 4.2 The Licensee agrees that any sublicenses required to be approved by PHS as provided in Paragraph 4.1 (including sublicenses granted by it Licensee’s sublicensees) shall provide that the obligations to the IC PHS of Paragraphs 5.1, 5.2-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach cause copies of these Paragraphs to be attached to all sublicense agreements. 4.3 Any sublicenses granted by subject to the Licensee approval of PHS as provided in Paragraph 4.1 shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees sublicensee and the ICPHS, at the option of the sublicensee, upon termination of this Agreement under Article 1313 (except Paragraph 13.1). This conversion is subject to the IC approval PHS approval, which will not be unreasonably denied or delayed, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the IC PHS a complete copy of each fully executed sublicense agreement agreement, subject to the approval requirements of Paragraph 4.1 postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, the IC PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the IC NIH and which shall not be unreasonably withheldwithheld or delayed, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights only when it concurrently licenses proprietary or inRights. NIH Patent License Agreement--Exclusive Model 10-licensed intellectual property rights. For the avoidance 2005 (updated 8-2012) Page 4 of doubt28 Final Lion Biotechnologies, the Licensee does not have the right to solely sublicense the Licensed Patent Rights.Inc. February 2, 2015 03424-0001 266291.2 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC NIH of Paragraphs 5.1, 5.2-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the ICNIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the IC approval NIH approval, which will not be unreasonably denied or delayed. and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the IC NIH a complete copy of each fully executed sublicense agreement postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, the IC NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approvalapproval by PHS, which shall include prior review of any sublicense agreement by the IC and which approval shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights only when it concurrently licenses proprietary or into the Biological Materials in the Exclusive Licensed Territory or in the Non-Exclusive Licensed Territory if in the latter instance said sublicensing agreement is intended to support expeditious development and commercialization of Licensed Product(s) and expeditious distribution in developing countries, and if said sublicense is associated with Licensee know-how and added value to the licensed intellectual property rights. For the avoidance of doubt, the Licensee does not have the right to solely sublicense the Licensed Patent Rightstechnology. 4.2 The 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC PHS of Paragraphs 5.15.01-5.04, 5.28.01, 8.110.01, 10.110.02, 10.2, 12.512.05, and 13.713.07-13.9 13.09 and the obligations to Wyeth of Paragraph 12.05 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and the ICPHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This Such conversion is subject to the IC approval PHS approval, not to be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The 4.04 Licensee agrees to forward to the IC PHS a complete copy of each fully executed sublicense agreement postmarked within thirty (30) days of the execution of the such agreement. To the extent permitted by law, the IC PHS agrees to maintain each such sublicense agreement in confidence.

Sublicensing. 4.1 Upon 4.01 Licensee will provide PHS written approval, which shall include prior review notice of any its intent to sublicense agreement by the IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights only when it concurrently licenses proprietary or in-licensed intellectual property rightsand a copy of the term sheet and/or pertinent sublicensing terms within thirty (30) days [***]. For the avoidance of doubtHowever, the Licensee does not have PHS has the right to solely sublicense the Licensed Patent Rightsrequire deletion or mod)fication of any provision(s) of such sublicensing agreement(s) which PHS determines to be contrary to Law or Federal Statutes. 4.2 The 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC PHS of Paragraphs 5.1paragraphs 6.01-6.04, 5.29.01-9.02, 8.111.01-11.02, 10.1, 10.2, 12.5, 13.05 and 13.714.07-13.9 14.09 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and the ICPHS, at the option of the sublicensee, upon termination of this Agreement under Article 1314. This Such conversion is subject to the IC PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The 4.04 Licensee agrees to forward to the IC PHS a complete copy of each fully executed sublicense agreement postmarked within thirty sixty (3060) days of the execution of the such agreement. To the extent permitted by law, the IC PHS agrees to maintain each such sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights only when it concurrently licenses proprietary or in-licensed intellectual property rights. For the avoidance of doubtRights, the Licensee does provided that such sublicenses do not have a further right of sublicense and are granted in accordance with the right Development Plan as described in Appendix C. Sublicenses shall be issued without discrimination to solely sublicense any sublicensee with the Licensed Patent Rightsdemonstrated commitment, ability and readiness to use the sub-license. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC PHS of Paragraphs 5.1, 5.26.5, 8.17.4, 10.17.6, 10.2, 12.5, and 13.7-13.9 7.8 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the ICPHS, at the option of the sublicensee, upon termination of this Agreement under Article 137. This conversion is subject to the IC PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the IC PHS a complete copy of each fully executed sublicense agreement postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, the IC agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approvalapproval by PHS, which shall include prior review of any sublicense agreement by the IC and which shall approval will not be unreasonably withheld, the Licensee may enter into sublicensing agreements under Licensed Patent Rights and under the Background Patent Rights to the extent necessary to practice the Licensed Patent Rights only when it concurrently licenses proprietary or in-licensed intellectual property rightsRights. For the avoidance of doubt, the Licensee does not have the has no right to solely sublicense the Background Patent Rights except as necessary to effectively sublicense Licensed Patent Rights. 4.2 The 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC PHS of Paragraphs 5.15.01-5.06, 5.28.01, 8.110.01, 10.110.02, 10.2, 12.512.05, and 13.713.07-13.9 13 .09 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense sublicensee agreements. 4.3 4.03 Any sublicenses granted by the Licensee shall provide for the termination of the sublicensesublicensee, or the conversion to a license directly between the such sublicensees and the ICPHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This Such conversion is subject to the IC PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The 4.04 Licensee agrees to forward to the IC PHS a complete copy of each fully executed sublicense sublicensee agreement postmarked within thirty (30) days of the execution of the such agreement. To the extent permitted by law, the IC PHS agrees to maintain each sublicense such sublicensee agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the IC NIH and which shall not be unreasonably withheldwithheld or delayed, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights only when it concurrently licenses proprietary or inRights. NIH Patent License Agreement--Exclusive Model 10-licensed intellectual property rights. For the avoidance 2005 (updated 8-2012) Page 4 of doubt28 Final Lion Biotechnologies, the Licensee does not have the right to solely sublicense the Licensed Patent Rights.Inc. February 2, 2015 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC NIH of Paragraphs 5.1, 5.2-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the ICNIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the IC approval NIH approval, which will not be unreasonably denied or delayed. and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the IC NIH a complete copy of each fully executed sublicense agreement postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, the IC NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approvalapproval by PHS, which shall include prior review of any sublicense agreement by the IC and which shall approval will not be unreasonably withheld, the Licensee LICENSEE may enter into sublicensing agreements under the Licensed Patent Rights LICENSED PATENT RIGHTS or utilizing LICENSED PRODUCT(S) only when it concurrently licenses to the extent that such sublicensing agreements include patent rights other than LICENSED PATENT RIGHTS, or other proprietary or in-licensed intellectual property rights. For the avoidance technology of doubt, the Licensee does not have the right to solely sublicense the Licensed Patent RightsLICENSEE. 4.2 The Licensee 4.02 LICENSEE agrees that any sublicenses granted by it shall provide that the obligations to the IC PHS of Paragraphs 5.15.01, 5.25.02, 8.19.01, 10.19.02, 10.2, 12.511.05, and 13.712.06-13.9 12.08 of this Agreement AGREEMENT shall be binding upon the sublicensee as if it were a party to this AgreementAGREEMENT. The Licensee LICENSEE further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Any sublicenses granted by the Licensee LICENSEE shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and the ICPHS, at the option of the sublicensee, upon termination of this Agreement AGREEMENT under Article 13. This Such conversion is subject to the IC PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this AgreementAGREEMENT. 4.4 The Licensee 4.04 LICENSEE agrees to forward to the IC PHS a complete copy of each fully executed sublicense agreement postmarked within thirty (30) days of the execution of the such agreement. To the extent permitted by law, the IC PHS agrees to maintain each such sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approvalapproval by PHS, which shall include prior review of any sublicense agreement by the IC Licensee and which shall not be unreasonably withheld, the Licensee Sublicensee may enter into sublicensing agreements under the Licensed Patent Rights only when it concurrently licenses proprietary or in-licensed intellectual property rightsRights. For the avoidance of doubtNotwithstanding anything else stated herein, the Licensee PHS acknowledges that this Agreement does not have terminate, alter or supersede the right Sublicensee Agreement that existed and continues to solely sublicense exist between Licensee and Sublicensee, and listed in Appendices G and H respectively, pursuant to Section 1.02 of this Agreement. PHS hereby approves the Licensed Patent RightsSublicensee Agreement in the event of termination of this Agreement under Article 13. 4.2 The 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC PHS of Paragraphs 5.15.01–5.04, 5.28.01, 8.19.02, 10.110.01, 10.210.02, 12.512.05, and 13.713.07-13.9 13.09 of this Agreement shall be binding upon the sublicensee sublicensee(s) as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, sublicense or the conversion to a license directly between the sublicensees such sublicensee(s) and the ICPHS, at the option of the sublicensee, upon termination of this Agreement under Article 13, and shall be under substantially similar terms of this Agreement, wherein all considerations are in cash. This Such conversion is subject to the IC PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The 4.04 Licensee agrees to forward to the IC PHS a complete copy of each fully executed sublicense agreement postmarked within thirty (30) days of the execution of the such agreement. To the extent permitted by law, the IC PHS agrees to maintain each such sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the IC PHS and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights only when it concurrently licenses proprietary or in-licensed intellectual property rights. For the avoidance of doubt, the Licensee does not have the right to solely sublicense the Licensed Patent Rights. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC PHS of Paragraphs 5.1, 5.25.1 5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the ICPHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the IC PHS approval which will not be unreasonably withheld and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the IC PHS a complete copy of each fully executed sublicense agreement postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, the IC PHS agrees to maintain each sublicense agreement in confidence.