Common use of Sublicensing Clause in Contracts

Sublicensing. 4.1 Upon written approval by PHS, Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreement, postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of any sublicense agreement by PHSIC, and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under for the Licensed Patent Rights, such approval Rights and Licensed Materials. These sublicenses will not have a further right of sublicense and must be unreasonably delayed or withheldgranted in accordance with the WHO C-TAP Development Plan as described in Appendix C. Sublicenses must also be issued by the Licensee without discrimination to any sublicensee with the demonstrated commitment, unless ability, and readiness to use the provisions set forth sublicense but in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee no instance shall provide written notice to PHS in the event Licensee desires to grant a sublicense to be issued for use in a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice country under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeGovernment sanction. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the IC of Paragraphs 5.1-5.4, 5.2, 8.1, 10.1, 10.2, 12.512.6, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs 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 PHSIC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS 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 PHS IC a complete copy of each fully executed sublicense agreement, agreement postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, PHS the IC agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of any sublicense agreement by PHSPHS and which shall not be unreasonably withheld and subject to the provisions regarding sublicenses granted to a Collaborator as set forth in this paragraph, Licensee may enter into sublicensing agreements under in the Licensed Fields of Use and in the Licensed Territory for the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless Rights only when Licensee is sublicensing additional intellectual property rights that belong to Licensee in conjunction with the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon Licensed Patent Rights to the sublicensee. For purposes of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License ProductSublicensee. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to is granting the sublicense arrangement described to a Collaborator for purposes of engaging in collaborative research efforts involving the noticeLicensed Patent Rights such a sublicense is not required to include additional intellectual property that belongs to Licensee. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee Sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees Sublicensees and PHS, at the option of the sublicenseeSublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee Sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreement, agreement postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval by PHS, Licensee and any sublicensees of Licensed Patent Rights under this Agreement may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise not made binding upon the sublicensee. For purposes of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee or any third party sublicensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee or any sublicensee desires to grant a sublicense to a third party to develop or commercialize a License Licensed Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of after receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it or any sublicensee shall provide that the obligations to PHS of Paragraphs paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 12.5 and 13.7-13.9 13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach provide copies of these Paragraphs to all sublicense agreements. A-343-2009 PHS Patent License Agreement—Exclusive Model 10-2005 (updated 4-2010) Page 5 of 28 [Final] [GlobeImmune, Inc] [August 19, 2011] [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 4.3 Any With respect to the rights licensed hereunder (as opposed to Licensee’s ownership rights), any sublicenses granted by Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreementagreement entered into by Licensee or any sublicensee, postmarked within thirty (30) days of the execution of the such agreement. To the extent permitted by law, PHS agrees to maintain each such sublicense agreement in confidence. 4.5 Notwithstanding the foregoing, PHS agrees that the conditions of Paragraphs 4.1, 4.3 and 4.4 will not apply to the granting of rights under the Licensed Patent Right by Licensee to an Affiliate of Licensee, or by a sublicensee of Licensee to an Affiliate of the sublicensee, and that such a grant will not be a “sublicense” for purposes of this Agreement (including, for example, for purposes of triggering payments of sublicensing royalties pursuant to Appendix C). Licensee shall be responsible for any breach of this Agreement by an Affiliate of Licensee.

Sublicensing. 4.1 Upon written approval by PHS, Licensee and any sublicensees of Licensed Patent Rights under this Agreement may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise not made binding upon the sublicensee. For purposes of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee or any third party sublicensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee or any sublicensee desires to grant a sublicense to a third party to develop or commercialize a License Licensed Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of after receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it or any sublicensee shall provide that the obligations to PHS of Paragraphs paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 12.5 and 13.7-13.9 13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach provide copies of these Paragraphs to all sublicense agreements. A-343-2009 PHS Patent License Agreement—Exclusive Model 10-2005 (updated 4-2010) Page 5 of 28 [Final] [GlobeImmune, Inc] [August 19, 2011] [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 4.3 Any With respect to the rights licensed hereunder (as opposed to Licensee’s ownership rights), any sublicenses granted by Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreementagreement entered into by Licensee or any sublicensee, postmarked within thirty (30) days of the execution of the such agreement. To the extent permitted by law, PHS agrees to maintain each such sublicense agreement in confidence. 4.5 Notwithstanding the foregoing, PHS agrees that the conditions of Paragraphs 4.1, 4.3 and 4.4 will not apply to the granting of rights under the Licensed Patent Right by Licensee to an Affiliate of Licensee, or by a sublicensee of Licensee to an Affiliate of the sublicensee, and that such a grant will not be a “sublicense” for purposes of this Agreement (including, for example, for purposes of triggering payments of sublicensing royalties pursuant to Appendix C). Licensee shall be responsible for any breach of this Agreement by an Affiliate of Licensee.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of any sublicense agreement by PHSPHS and which shall not be unreasonably withheld, Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such Rights prior to FDA approval will not be unreasonably delayed or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicenseeforeign equivalent for a Licensed Product within each Licensed Field of Use from Appendix B only when it concurrently licenses proprietary or in-licensed intellectual property rights. For purposes the avoidance of clarificationdoubt, PHS agrees that modification Licensee does not have the right to solely sublicense the Licensed Patent Rights prior to FDA approval or foreign equivalent for a Licensed Product within each Licensed Field of the terms of this Agreement will not be a condition for approval by PHS for Use from Appendix B. Licensee to may also enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice agreements under the preceding sentence, PHS shall be deemed to have given its Licensed Patent Rights following FDA approval to the sublicense arrangement described in the notice.or foreign equivalent for a Licensed Product within each Licensed Field of Use from Appendix B. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 5.2, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreement, agreement postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approval by PHSOHSU, which approval will not be unreasonably withheld, Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS OHSU of Paragraphs 5.15.01, 5.02, 8.01, 10.01, 10.02, 12.01-5.4, 8.1, 10.1, 10.2, 12.512.05, and 13.713.01-13.9 13.10 of this Agreement shall be binding upon the any sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Licensee shall have the right to enter into sub-licensing arrangements for the rights, privileges and licenses granted hereunder. Any sublicensee shall have the right to grant further sublicenses as necessary to meet its obligations under any sublicense agreement with Licensee, provided that there be no dilution of the royalties due to OHSU under Paragraph 6.02, 6.03, and 6.04. Any further sublicensee will have no right to grant further sublicenses. 4.04 Any sublicenses granted by Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and PHSOHSU, at the option of the sublicensee, upon termination of this Agreement under Article 13, provided that, at the time of the election of such conversion, such sublicensee is not in material breach of its sublicense agreement with Licensee. This Such conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 4.05 Licensee agrees to forward to PHS OHSU a complete copy of each fully executed sublicense agreement, agreement postmarked within thirty (30) days of the execution of such agreement, provided that Licensee may, in its sole discretion, redact from such copy technical information that does not relate to Licensed Patent Rights, and economic or competitive terms that do not relate to consideration paid for, or other financial obligations relating to, the agreement. To grant of the sublicense under the Licensed Patent Rights. 4.06 In the event of a default under Article 13 hereunder, all portions relating to this Agreement of any payments then or thereafter due to Licensee from each of its sublicensees shall, to the extent permitted not yet paid to Licensee as of the effective date of any termination by lawOHSU due to such uncured default, PHS agrees upon notice from OHSU to maintain each sublicense agreement any such sublicensee, become owed directly to OHSU for the account of Licensee; provided that OHSU shall remit to Licensee the amount by which such payments in confidencethe aggregate exceed the total owed by Licensee to OHSU. 4.07 Even if Licensee enters into sublicenses, Licensee remains primarily liable to OHSU for all of Licensee’s duties and obligations contained in this Agreement.

Sublicensing. 4.1 Upon written approval by PHS[***], the Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed Rights only when it concurrently licenses or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicenseehas previously licensed other proprietary or in-licensed intellectual property rights. For purposes the avoidance of clarificationdoubt, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection have the right to solely sublicense the Licensed Patent Rights. The Licensee within ten (10) business days of receiving notice under does not have the preceding sentenceright to sublicense the Licensed Materials listed in Appendix B but shall have the right to transfer the Licensed Materials to its Affiliates, PHS shall be deemed sublicensees and third-party contractors pursuant to have given its approval to the sublicense arrangement described in the noticeSection 3.1. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the NIAID of Paragraphs 5.1-5.4, 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 PHSthe NIAID, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and [***] contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to PHS the NIAID a complete [***] copy of each fully executed sublicense agreement, agreement postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, PHS the NIAID agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approval by PHS, Licensee which approval will not be unreasonably withheld or delayed, LICENSEE may enter into sublicensing agreements under the Licensed Patent RightsLICENSED PATENT RIGHTS, provided that if LICENSEE has not received any written response from PHS within twenty (20) days of PHS's receipt of LICENSEE's written submission of a sublicense for approval, such approval will not be unreasonably delayed or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticebeen given. 4.2 Licensee 4.02 LICENSEE agrees that any sublicenses granted by it shall will provide that the obligations to PHS of Paragraphs 5.15.01-5.45.04, 8.18.01, 10.110.01, 10.2, 12.512.05, and 13.713.06-13.9 13.07 of this Agreement AGREEMENT shall be binding upon the sublicensee sublicense as if it were a party Party to this AgreementAGREEMENT. Licensee LICENSEE further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Any sublicenses granted by Licensee LICENSEE shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees such sublicenses and PHS, at the option of the sublicenseesublicense, upon termination of this Agreement AGREEMENT under Article 13. This Such conversion is subject to PHS approval, such approval not to be unreasonably withheld or delayed, and contingent upon acceptance by the sublicensee sublicense of the remaining provisions of this AgreementAGREEMENT. 4.4 Licensee 4.04 LICENSEE agrees to forward to PHS a complete copy of each fully executed sublicense agreement, agreements postmarked within thirty (30) days of the execution of the agreementsuch agreements. To the extent permitted by law, PHS agrees to maintain each such sublicense agreement agreements in confidence.

Sublicensing. 4.1 Upon written approval by PHSNIH, Licensee and any sublicensees of Licensed Patent Rights under this Agreement may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise not made binding upon the sublicensee. For purposes of clarification, PHS NIH agrees that modification of the terms of this Agreement will not be a condition for approval by PHS NIH for Licensee or any third party sublicensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS NIH in the event Licensee or any sublicensee desires to grant a sublicense to a third party to develop or commercialize a License Licensed Product. In the event that PHS NIH does not provide a written objection to Licensee within ten (10) business days of after receiving notice under the preceding sentence, PHS NIH shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it or any sublicensee shall provide that the obligations to PHS of Paragraphs paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 12.5 and 13.7-13.9 13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach provide copies of these Paragraphs to all sublicense agreements. 4.3 Any With respect to the rights licensed hereunder, any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHSthe NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS the NIH approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreementagreement entered into by Licensee or any sublicensee, postmarked within thirty (30) days of the execution of the such agreement. To the extent permitted by law, PHS agrees to maintain each such sublicense agreement in confidence. A-360-2014 NIH Patent License Agreement--Exclusive Model 10-2005 (updated 8-2012) Page 3 of 21 [GlobeImmune, Inc.] [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 4.5 Notwithstanding the foregoing, NIH agrees that the conditions of Paragraphs 4.1, 4.3 and 4.4 will not apply to the granting of rights under the Licensed Patent Right by Licensee to an Affiliate of Licensee, or by a sublicensee of Licensee to an Affiliate of the sublicensee, and that such a grant will not be a “sublicense” for purposes of this Agreement [*]. Licensee shall be responsible for any breach of this Agreement by an Affiliate of Licensee.

Sublicensing. 4.1 4.01 Upon written approval by PHSOHSU, which approval will not be unreasonably withheld, Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS OHSU of Paragraphs 5.15.01, 5.02, 8.01, 10.01, 10.02, 12.01-5.4, 8.1, 10.1, 10.2, 12.512.05, and 13.713.01-13.9 13.10 of this Agreement shall be binding upon the any sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Licensee agrees to prohibit any sublicensee from further sublicensing. 4.04 Any sublicenses granted by Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and PHSOHSU, at the option of the sublicensee, upon termination of this Agreement under Article 13. This Such conversion is subject to PHS OHSU approval and contingent upon acceptance by the sublicensee of the any remaining provisions of this AgreementAgreement required by OHSU. 4.4 4.05 Licensee agrees to forward to PHS OHSU a complete copy of each fully executed sublicense agreement, agreement postmarked within thirty (30) days of the execution of such agreement. 4.06 In the agreement. To event of a default under Article 13 hereunder, all payments then or thereafter due to Licensee from each of its sublicensees shall, upon notice from OHSU to any such sublicensee, become owed directly to OHSU for the extent permitted account of Licensee; provided that OHSU shall remit to Licensee the amount by lawwhich such payments in the aggregate exceed the total amount owed by Licensee to OHSU. 4.07 Even if Licensee enters into sublicenses, PHS agrees Licensee remains primarily liable to maintain each sublicense agreement OHSU for all of Licensee’s duties and obligations contained in confidencethis Agreement.

Sublicensing. 4.1 4.01 Upon written approval by PHS, Licensee and Sublicensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarificationNotwithstanding anything else stated herein, PHS agrees acknowledges that modification this Agreement does not terminate, alter or supersede the Sublicensee Agreement that existed and continues to 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 terms Sublicensee Agreement in the event of termination of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeArticle 13. 4.2 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.45.0l-5.04, 8.18.01, 10.19.02, 10.210.01, 12.510.02, 12.05, 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. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Any sublicenses granted by Licensee shall provide for the termination of the sublicense, sublicense or the conversion to a license directly between the sublicensees such sublicensee(s) and PHS, at the option of the sublicenseeSublicensee, 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 PHS approval and contingent upon acceptance by the sublicensee Sublicensee of the remaining provisions of this Agreement. 4.4 4.04 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreement, agreement postmarked within thirty (30) days of the execution of the such agreement. To the extent permitted by law, PHS agrees to maintain each such sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of any sublicense agreement by PHSNIAID, and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval . These sublicenses will not have a further right of sublicense and must be unreasonably delayed or withheldgranted in accordance with the WHO C-TAP Development Plan as described in Appendix C. Sublicenses must also be issued by the Licensee without discrimination to any sublicensee with the demonstrated commitment, unless ability, and readiness to use the provisions set forth sublicense but in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee no instance shall provide written notice to PHS in the event Licensee desires to grant a sublicense to be issued for use in a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice country under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeGovernment sanction. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the NIAID of Paragraphs 5.1-5.4, 5.2, 8.1, 10.1, 10.2, 12.512.6, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHSNIAID, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS the NIAID approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to PHS NIAID a complete copy of each fully executed sublicense agreement, agreement postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, PHS the NIAID agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of a copy of any sublicense agreement by PHSthe NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements Agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, such approval will not be unreasonably delayed or withheld, unless if the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS NIH does not provide the Licensee with written rejection thereof within [4*…***…] after the date the NIH receives a written objection to Licensee within ten (10) business days of receiving notice under copy thereof from the preceding sentenceLicensee, PHS the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to the enter into such sublicense arrangement described in the noticeagreement. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the NIH of Paragraphs 5.1-5.4, 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 PHSthe NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS NIH approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to PHS the NIH a complete copy of each fully executed sublicense agreement, agreement postmarked within thirty (30) days […***…] of the execution of the agreementAgreement. To the extent permitted by law, PHS the NIH agrees to maintain each sublicense agreement in confidence. 4.5 The Licensee’s right to grant sublicenses hereunder is further subject to the limitation that there shall not exist, at any time in any country, more than […***…] sublicense then in effect for the Licensed Field of Use.

Sublicensing. 4.1 4.01 Upon written approval by PHS, which approval will not be unreasonably withheld, Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless the provisions . Each sublicense entered into by Licensee which includes rights within a nonexclusive field of use (as set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarification, PHS agrees that modification of the terms Appendix B of this Agreement) under this Agreement will not be shall also include; (i) the joint and concurrent licensing of a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS portion of Licensee's intellectual property rights as described under Article 1.06 above, and/or (ii) rights within an exclusive field of use (as set forth in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10Appendix B of this Agreement) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticethis Agreement. 4.2 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.15.01-5.45.04, 8.18.01, 10.110.01, 10.210.02, 12.5, 12.05 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. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Any sublicenses sublieenses granted by Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, the conversion of the sublicense to a license directly between such sublicensee(s) and PHS, to the extent it relates to the Licensed Patent Rights upon termination of this Agreement under Article 13. This Such conversion is subject to to. PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 4.04 Licensee agrees to forward to PHS a complete copy of each fully fatly executed sublicense agreement, agreement postmarked within thirty (30) days of the execution of the such agreement. To the extent permitted by law, governmental regulation, and PHS policy, PHS agrees to maintain each such sublicense agreement and all information relating thereto in confidence. Licensee will take reasonable efforts to xxxx such information as confidential.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of any sublicense agreement by PHSNIAID, and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval . These sublicenses will not have a further right of sublicense and must be unreasonably delayed or withheldgranted in accordance with the WHO C-TAP Development Plan as described in Appendix C. Sublicenses must also be issued by the Licensee without discrimination to any sublicensee with the demonstrated commitment, unless ability, and readiness to use the provisions set forth sublicense but in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee no instance shall provide written notice to PHS in the event Licensee desires to grant a sublicense to be issued for use in a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice country under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeGovernment sanction. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the NIAID of Paragraphs 5.1-5.4, 5.2, 8.1, 10.1, 10.2, 12.512.6, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHSNIAID, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS the NIAID approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to PHS XXXXX a complete copy of each fully executed sublicense agreement, agreement postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, PHS the NIAID agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approval by PHS, which approval will not be unreasonably withheld, Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten thirty (1030) business days of receiving written notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 4.02 Licensee shall notify PHS regarding such sublicenses and agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.15.01-5.45.04, 8.18.01, 10.1, 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. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. For the purposes of clarity, it is understood that the efforts of a sublicensee shall be considered the efforts of Licensee, including adherence to the Benchmarks contained in this Agreement, and substantial adherence to the Commercial Development Plan contained in this Agreement, including any modifications thereto under this Agreement. 4.3 4.03 Any sublicenses granted by Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and PHS, at the option of the sublicensee, PHS upon termination of this Agreement under Article 13. This Such conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 4.04 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreement, agreement postmarked within thirty (30) days of the execution of the such agreement. To the extent permitted by law, PHS agrees to maintain each such sublicense agreement in confidence.