Common use of Sublicensing Clause in Contracts

Sublicensing. (a) The licenses granted to Tekmira in Section 2.1 include the right for Tekmira to grant sublicenses, but only on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement and of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technology. (b) The licenses granted to Alnylam in Section 2.2(a), Section 2.2(b) and Section 2.2(c) include the right for Alnylam to grant sublicenses in the Alnylam Field, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement. (c) Any sublicense granted by a Party hereunder shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within [**] days after execution of a sublicense entered into hereunder and provide a copy of the fully executed sublicense agreement to the other Party within the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement), which shall be treated as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Products. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. Licensee shall not have the right to sublicense any of the rights or licenses granted to it under this Agreement prior to the first to occur of the Closing or the termination of the Option Agreement; however, in the event Monsanto Canada exercises the Call Option and either acquires all of the outstanding capital stock of Licensee or receives from Licensee an assignment of all of Licensee’s rights and obligations under this Agreement, then, following such acquisition or assignment, the following provisions shall apply: (a) The licenses granted to Tekmira in Section 2.1 include the right for Tekmira to grant sublicenses, but only on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement and of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technology. (b) The licenses granted to Alnylam in Section 2.2(a), Section 2.2(b) and Section 2.2(c) include the right for Alnylam to Licensee may grant sublicenses to the Protiva Intellectual Property solely for use in the Alnylam Agricultural Field; provided, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basishowever, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement. (c) Any sublicense granted by a Party hereunder Licensee shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party Licensee shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicenseit. If a sublicensing Party Licensee becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party Licensee shall promptly notify the other Party Protiva of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. Any agreement between Licensee and the Sublicensee shall provide that such Sublicensee may only use the Confidential Information of Protiva in accordance with terms of this Agreement applicable to Licensee’s use of such Confidential Information and subject to provisions at least as stringent as those set forth in Article VI, and Protiva shall be an express third party beneficiary of such agreement, including provisions related to use and disclosure of Confidential Information. Subject to the foregoing provisions of this Section 2.2(a), Sublicensees shall have the right to further sublicense Protiva Intellectual Property in the Agricultural Field to Third Parties. (db) Unless otherwise provided in this Agreement, the sublicensing Party will Licensee shall notify the other Party Protiva within [**] thirty (30) days after execution of a sublicense entered into hereunder and provide a copy of the fully executed sublicense agreement to the other Party Protiva within the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement)time, which shall be treated as Confidential Information of the sublicensing Party Licensee under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Products. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. (a) The Each Party shall have the right to grant sublicenses under the licenses granted to Tekmira it, with respect to Century under Section 2.1, and with respect to CDI under Section 2.2, in Section 2.1 include the right for Tekmira to grant sublicenses, but only on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basiseach case, to Third Parties (each, a “Sublicensee”) through multiple tiers; provided that any such sublicense granted to Research, Develop and/or Commercialize Tekmira Products a Third Party shall be pursuant to a written agreement and each sublicense shall be subject to all relevant restrictions and limitations set forth in this Agreement. Each Party shall be responsible for each of its Sublicensees complying with all obligations of such Party under this Agreement that are Tekmira Sublicensable Productsapplicable to sublicenses and any breach by a Sublicensee under any such sublicense shall be deemed to be a breach of such Party under this Agreement. Tekmira Each Party shall require that notify the terms of any sublicense under its rights other Party in this Agreement are fully in compliance with the terms and conditions of this Agreement and writing of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technologyidentity of Sublicensees without delay. (b) The If this Agreement is terminated for any reason other than by a Party pursuant to Section 9.6, then, at the option of any Sublicensee of a terminating Party not in default of the applicable sublicense (or any provision of this Agreement applicable to such Sublicensee), a terminating Party shall use Commercially Best Efforts to execute a possible direct license arrangement with such Sublicensee under, and subject to the terms and conditions of, this Agreement. (c) Century shall use Commercially Reasonable Best Efforts to include in any sublicense by Century or any Affiliate of Century to a Third Party (or any further sublicenses by the applicable Sublicensee) of any rights granted by CDI under Section 2.1 that the Sublicensee will grant to Century licenses to any Sublicensee Technology and licenses and rights of reference under any Regulatory Documentation on terms that are substantially similar to the licenses granted by CDI to Alnylam Century in Section 2.2(a2.1 (but with respect to outside the Territory) (replacing all references to the “Territory” under Section 2.1 with “outside the Territory”), Section 2.2(bwhich license must be fully sublicensable to CDI (through multiple tiers) and Section 2.2(c) include the right for Alnylam pursuant to grant sublicenses in the Alnylam Field, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement. In such event, such Sublicensee Technology will be deemed Century Licensed Technology hereunder and included within the licenses granted to CDI hereunder. Notwithstanding any provision to the contrary, in the event Century obtains from the Sublicensee (a) licenses to any and all Sublicensee Technology and (b) licenses and rights of reference under any Regulatory Documentation Owned or Controlled by Sublicensees (and its Affiliates), to Exploit the Licensed Products in the Field, Century shall ensure to make such licenses and rights sublicensable to CDI (through multiple tiers) to Exploit the Licensed Products in the Field outside the Territory. (cd) Any CDI shall use Commercially Reasonable Best Efforts to include in any sublicense by CDI to a Third Party (or any further sublicenses by the applicable Sublicensee) of any rights granted by a Party hereunder shall Century under Section 2.2 that the Sublicensee will grant to CDI licenses to any Sublicensee Technology and licenses and rights of reference under any Regulatory Documentation on terms that are substantially similar to the licenses granted by Century to CDI in Section 2.2 (but with respect to the Territory) (replacing all references to the “outside the Territory” with “Territory”), which license must be subject and subordinate fully sublicensable to Century (through multiple tiers) pursuant to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations In such event, such Sublicensee Technology will be deemed Licensed Technology hereunder and observance of all terms herein under included within the licenses granted to it and will itself pay and account Century hereunder. Notwithstanding any provision to the other Party for contrary, in the event CDI will obtain from the Sublicensee (a) licenses to any and all payments due Sublicensee Technology and (b) licenses and rights of reference under any Regulatory Documentation Owned or Controlled by Sublicensees (and its Affiliates), to Exploit the Licensed Products in the Field, CDI shall ensure to make such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts rights sublicensable to enforce the terms of such sublicense. Century (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within [**] days after execution of a sublicense entered into hereunder and provide a copy of the fully executed sublicense agreement to the other Party within the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement), which shall be treated as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(sthrough multiple tiers) to Third Parties under confidence if and to Exploit the extent required Licensed Products in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreementsthe Field in the Territory. (e) Tekmira hereby waives the foregoing sublicensing restrictions For purposes of Sections 2.5(c) and requirements of Section 2.2(c2.5(d), Section 2.2(d) “Sublicensee Technology” means any and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Patent or all Know-How Controlled and Patent Rights that such Sublicensee (and its Affiliates) controls by Tekmira as way of developing, generating, or inventing during the term of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, applicable sublicense agreement in the course of activities for the Exploitation of the Licensed Products or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license otherwise in the exercise of the sublicensed rights thereunder and that are necessary or sublicense under any useful for the Exploitation of the Licensed Products in the Field. For the avoidance of doubt Sublicensee Technology includes Patent or Rights that will be issued based on Know-How Controlled that is acquired by TekmiraSublicensee (and its Affiliates) by way of developing, generating, or inventing during the rights term of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth sublicense agreement in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent course of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice activities for the Exploitation of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents Products or Category 1 Patents to Research, Develop or Commercialize siRNA Products. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any otherwise in the exercise of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditionssublicensed rights during the term of the applicable sublicense agreement.

Sublicensing. ‌ (a) The licenses granted Except as set out in item 5 of the Details Schedule or under clause 3.3(b): (i) the Licensee may only grant sublicences of the Licence to Tekmira the Licensed IPR where the proposed sublicensee is approved by the Licensor in Section 2.1 include writing; and (ii) the right for Tekmira to grant sublicensesLicensor will not unreasonably withhold approval, but only may withhold approval (or revoke approval) on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basisreasonable grounds, to Third Parties to Researchincluding based on the risk, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement and financial status or reputation of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technologysublicensee. (b) The licenses granted Except where sublicence rights are expressly limited in item 5 of the Details Schedule and subject to Alnylam in Section 2.2(a)the further requirements under this clause 3.3, Section 2.2(bthe Licensee may sublicence the Licensed IPR without further approval of the Licensor:‌ (i) and Section 2.2(c) include the right for Alnylam to grant sublicenses as agreed in the Alnylam FieldCommercialisation Business Plan; or (ii) to users of Products, but only on a Alnylam Sublicensable to the extent required to enable use of the Product-by-Alnylam Sublicensable Product basis. (c) The Licensee must ensure that all sublicences of the Licensed IPR are consistent with its obligations under this Agreement. Without limitation, unless otherwise approved by the Licensor in writing, the sublicence agreement must include provisions to Third Parties to Researchthe effect that: (i) the sublicensee must observe terms similar to, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under its rights consistent with and at least as onerous as those contained in this Agreement so far as they are fully capable of observance and performance by the sublicensee; (ii) the sublicence will be personal to the sublicensee and will not be assignable, nor will the sublicensee have the right to sublicense; (iii) the Licensee may terminate the sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be done by the Licensee, give the Licensor the right to terminate this Agreement; (iv) such sublicence is capable of being terminated, or novated to the Licensor, at the Licensor's sole discretion at the same time as the termination of (or exercise by the Licensor of its rights under clause 15.5 in compliance with respect of) this Agreement or any licences granted under it; and (v) the terms and conditions Licensor has audit rights in respect of the sublicensee equivalent to the Licensor’s rights to audit the Licensee under clause 6 of this Agreement. (cd) Any sublicense granted by a Party hereunder shall be subject and subordinate In addition to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all Licensor's other obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will Licensee must notify the other Party within [**] days after execution Licensor promptly of a sublicense any sublicence entered into hereunder and provide the Licensor with a copy of the fully executed sublicense agreement sublicence terms (excluding for this purpose financial payment terms and any personal information). In respect of any sublicences to users of Products, the other Party within Licensee is only required to notify the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary Licensor of its intention to demonstrate compliance with the requirements use a particular form of this Agreement), which shall be treated as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreementssublicence. (e) Tekmira hereby waives The acts or omissions of any sublicensee are considered for the foregoing sublicensing restrictions and requirements purposes of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect Agreement to be the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as acts or omissions of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA ProductsLicensee. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. Gritstone may grant sublicenses under Arbutus Patents licensed under Section 2.1 (with the right to sublicense through multiple tiers only as set forth in this Section 2.2); provided, however, that, in the case of sublicenses granted to Affiliates and Third Parties: (a) The licenses granted Gritstone and its Affiliates shall not grant a sublicense (and no Sublicensee shall grant a sub-sublicense) to Tekmira [***]; (b) Gritstone and its Affiliates shall not grant a sublicense (and no Sublicensee shall grant a sub-sublicense) to [***]; (c) in Section 2.1 include the right for Tekmira to grant sublicensescase of Third Party Sublicensees, but only each sublicense and sub-sublicense is in writing and on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basisterms consistent with, to Third Parties to Researchand subject to, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement and of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technology.is granted to [***]; (bd) The licenses granted to Alnylam in Section 2.2(a)upon termination of this Agreement, Section 2.2(b) and Section 2.2(c) include the right for Alnylam to grant any sublicenses in the Alnylam Field, but only on shall convert into a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that direct license from Arbutus under the terms of any this Agreement; provided that the Sublicensee (i) is not then in breach of the sublicense agreement, (ii) agrees in writing to be bound to Arbutus as a licensee under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement., and (iii) agrees in writing that in no event shall Arbutus assume any obligations or liability, or be under any obligation or requirement of performance that extends beyond Arbutus’ obligations and liabilities under this Agreement; (ce) Any sublicense granted by in the case of Third Party Sublicensees, Gritstone promptly provides Arbutus with a Party hereunder shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party copy of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party executed sublicense within [***] days after following its execution or in the case of a sublicense entered into hereunder and provide a copy of the fully executed sublicense agreement to the other Party sub-sublicense, within the same time frame ([***] days following Gritstone’s receipt thereof, with such reasonable redactions redaction as the sublicensing Party Gritstone or its Sublicensee may make, ; provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement), which ; and (f) the grant of such sublicense shall be treated as Confidential Information not relieve Gritstone of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual its obligations under both this Agreement and Third Party agreements. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and Gritstone shall be responsible for any and all obligations of such Sublicensee as if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA ProductsSublicensee were “Gritstone” hereunder. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. 3.2.1 On a Sanofi Target-by-Sanofi Target basis, Sanofi will promptly notify Ablynx of any sublicenses Sanofi grants to Third Parties pursuant to Section 3.1.2 that include the right to market, offer for sale, sell or have sold a Licensed Product (including the identity of the relevant Sublicensee) (such sublicense, a “Commercialization Sublicense”). 3.2.2 Notwithstanding any sublicenses granted by Sanofi hereunder, Sanofi will be, and remain, liable to Ablynx for the performance of Sanofi’s obligations under this Agreement, whether performed by Sanofi or its sublicensees, including (a) The licenses granted with respect to Tekmira in Section 2.1 include the right for Tekmira any Sublicensee, all payments due to grant sublicensesAblynx under this Agreement, but only on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that the terms of (b) any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions breach of this Agreement by Sanofi’s Sublicensees, and (c) Sanofi’s obligations to indemnify and hold the Ablynx Indemnitees harmless under Section 9.1.2. 3.2.3 In any Commercialization Sublicense, Sanofi will include in the relevant sublicense agreement provisions that are essentially equivalent to the following Sections and Articles (to the extent that, but for the grant of the Alnylam Existing In-Licenses governing Alnylam’s rights sublicense, such Sections and Articles would have applied to and been undertaken by Sanofi): [...***...]; provided that including such provisions in such a sublicense agreement will not in any way release Sanofi from any obligation it has to Ablynx under the Alnylam Licensed Technology. (b) The licenses granted to Alnylam in Section 2.2(a), Section 2.2(b) and Section 2.2(c) include the right for Alnylam to grant sublicenses in the Alnylam Field, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the further terms and conditions of this Agreement. (c) Any 3.2.4 Sanofi will not be required to provide a copy of any sublicense granted by a Party hereunder shall be subject and subordinate agreement to the Ablynx nor disclose any terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within [**] days after execution of a sublicense entered into hereunder and provide a copy of the fully executed sublicense agreement to the other Party within the same time frame Ablynx. However, Ablynx may request Sanofi (with such reasonable redactions as the sublicensing Party which request will not be unreasonably made and may make, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement), which shall be treated as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(smade more than once) to Third Parties under confidence if have any Commercial Sublicense reviewed by an independent legal counsel appointed by Ablynx and reasonably acceptable to the extent required Sanofi in order to comply with such other Party’s contractual obligations under both verify that the sublicense agreement meets the requirements that this Agreement and Third Party agreements. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicensesimposes on any sublicense agreement entered into by Sanofi. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Products. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditions.[...***...

Sublicensing. (a) The licenses granted to Tekmira in Section 2.1 include 2.2.1 LICENSEE will have the right for Tekmira to grant sublicenses, but only on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basis, sublicense its rights under the License to LICENSEE Affiliates and to Third Parties only with Council’s prior written consent, such consent not to Researchbe unreasonably withheld, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Productsconditioned or delayed. Tekmira shall require that the The terms of any sublicense permitted under its rights the foregoing sentence will be set forth in this Agreement are a written agreement and fully in compliance consistent with the terms and conditions of this Agreement and of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technology. (b) The licenses granted to Alnylam in Section 2.2(a)Agreement, Section 2.2(b) and Section 2.2(c) include the right for Alnylam to grant sublicenses including in the Alnylam Fieldcase of any sublicensee obtaining sublicense rights to Commercialize any Licensed Product, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that such writing incorporates the terms of any sublicense Sections 10.2.1, 12.4 and Article XI. With respect to all sublicenses granted under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement. (c) Any sublicense granted by a Party hereunder shall be subject and subordinate to the terms and conditions , for purposes of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein determining whether any breach has occurred under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party acts and omissions in relation to this Agreement of any sublicensee of LICENSEE hereunder will notify be attributable to LICENSEE as though taken or omitted by LICENSEE, itself, (ii) LICENSEE will be jointly and severally liable for any damage arising out of the other Party within acts or omissions of any of LICENSEE’s sublicensees of the LICENSEE’s licensed rights hereunder and (iii) LICENSEE will remain obligated to perform LICENSEE’s own obligations under this Agreement. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [**] days after execution of a *]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 2.2.2 Any sublicense entered into hereunder and provide a copy under the License will automatically terminate upon any termination of the fully executed sublicense agreement to the other Party within the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement), which shall be treated as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreementsLicense. (e) Tekmira hereby waives 2.2.3 No sublicensee of LICENSEE under the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect License will have the right to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or further sublicense its rights under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products sublicensing arrangement without the prior written consent of Tekmira the Council, which consent will not be unreasonably withheld or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Productsdelayed. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. (a) The licenses granted to Tekmira in Section 2.1 include Vaxcyte shall have the right to extend Vaxcyte’s rights and obligations hereunder (including the right to sublicense the Manufacturing Rights through multiple tiers) to its Affiliates (for Tekmira to grant sublicensesclarity, including both current and future Affiliates, but only on for so long as the applicable entity is an Affiliate of Vaxcyte); provided, that [***]. In the event that any Affiliate of Vaxcyte enters into an agreement with an Approved CMO or Approved Contractor that includes a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that the terms sublicense of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement and of the Alnylam Existing In-Licenses governing AlnylamManufacturing Rights, then such agreement shall provide that, if such Affiliate ceases to be an Affiliate of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at Vaxcyte’s rights under the Alnylam Licensed Technologydiscretion. (b) The licenses Vaxcyte, and Vaxcyte’s Affiliates to which Vaxcyte granted a sublicense under Section 2.3(a), may sublicense the Manufacturing Rights through a single tier to Approved CMOs and Approved Contractors for the benefit of Vaxcyte (but not, for clarity, for the independent commercial use of such Approved CMOs or Approved Contractors). Each sublicense granted to Alnylam in an Approved CMO or Approved Contractor pursuant to this Section 2.2(a), Section 2.2(b2.3(b) and Section 2.2(c) include the right for Alnylam to grant sublicenses in the Alnylam Field, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement. (c) Any sublicense granted by a Party hereunder shall be subject granted pursuant to a written agreement between the Approved CMO or Approved Contractor and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within Vaxcyte that [**] days after execution of a sublicense entered into hereunder *]. With respect to any Approved CMO, and any Approved Contractor that will have access to, or use, Sutro Core Know-How: (i) Vaxcyte shall provide a copy of the fully executed sublicense to Sutro Vaxcyte’s proposed agreement to the other Party within the same time frame (with such reasonable redactions as the sublicensing Party may makeApproved CMO or Approved Contractor at least [***] prior to Vaxcyte executing such agreement, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement), which and Vaxcyte shall be treated as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements.[***]; (eii) Tekmira hereby waives In the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 event any Approved CMO or Approved Contractor breaches such agreement with Vaxcyte with respect to provisions of such agreement relating to safeguarding the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Patent or Sutro Know-How Controlled by Tekmira as of the Effective Date and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to any Third Party pursuant enforce such agreement (and to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or otherwise fully cooperate with Sutro in enforcing Sutro’s rights in Sutro Know-How Controlled and Sutro Core Know-How) against such Approved CMO or Approved Contractor in respect of such breach, [***]. Any amounts recovered by TekmiraSutro or Vaxcyte in enforcing any such claim shall be paid as follows: [***]; and (iii) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property rights (including provisions to effect Sutro’s ownership of the New IP) in any such agreement with an Approved CMO or Approved Contractor for manufacturing Extract, and such Approved CMO or Approved Contractor shall not be permitted thereunder to use any intellectual property or Discloser’s Information of Sutro, except in connection with the rights exercise of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide to Sutro copies of the applicable Third Party shall not be affected by this Agreementcontractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO or Approved Contractor, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Productsshall [***]. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. IGL Pharma hereby grants to QSAM (and any sublicensee) the right to enter into a Sublicense Agreement subject to the following: (a) The licenses Sublicense Agreement cannot exceed the scope and rights granted to Tekmira QSAM hereunder. Sublicensee must agree in writing to be bound by at least the following sections, as if they are QSAM: Section 2.1 include 2.2 (Sublicensing), Section 2.3 (Sublicenses on Termination), Section 3.1(l), Article 5 (Commercialization Payments), Article 6 (Record Keeping and Audits), Section 7.1 (Development), Article 8 (Confidentiality and Publicity), Section 10.1 (Indemnification of IGL Pharma), Section 10.3 (Conditions of Indemnification), Section 10.5 (Insurance) and Section 14.11 (Patent Challenge) of this Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 2.3 below. QSAM has the right for Tekmira to grant sublicensesa sublicensee the right to grant further sub-Sublicense Agreements consistent with this Agreement, but only on a Tekmira Sublicensable Productin which case such sub-bySublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Tekmira Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira sublicensees shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions be treated as “sublicensees” for purposes of this Agreement and of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technology.Agreement; (b) The licenses QSAM must deliver to IGL Pharma a complete and accurate copy of each fully executed Sublicense Agreement granted by QSAM or a sublicensee, and any modification or termination thereof, within sixty (60) days following the applicable execution, modification, or termination of such Sublicense Agreement. If the Sublicense Agreement is not in English, QSAM shall provide IGL Pharma an accurate English translation, in addition to Alnylam in Section 2.2(a)a copy of the original agreement. If IGL Pharma has any concerns with such Sublicense Agreement, Section 2.2(b) IGL Pharma will promptly notify QSAM and Section 2.2(c) include the right for Alnylam QSAM will use Commercially Reasonable Efforts to grant sublicenses in the Alnylam Field, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, work with IGL Pharma and any such sublicensee to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Productsaddress such concerns. Alnylam shall require that the terms of any sublicense under its rights in this Any Sublicense Agreement are fully in compliance with the terms and conditions of this Agreement.is Confidential Information; and (c) Any sublicense granted by a Party hereunder shall be subject and subordinate Notwithstanding any such Sublicense Agreement, QSAM will remain primarily liable to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party IGL Pharma for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same QSAM’s duties and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided obligations contained in this Agreement, including without limitation the sublicensing Party will notify the other Party within [**] days after execution payment of a sublicense entered into hereunder and provide a copy of the fully executed sublicense agreement to the other Party within the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement), which shall be treated as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Products. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license paid to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed QSAM by a binding confidentiality agreement containing reasonably customary terms and conditionssublicensee.

Sublicensing. On an Identified Opportunity-by-Identified Opportunity basis, Licensee may sublicense the rights granted to it under Section 2A.1 to third party sublicensees (each such third party sublicensee, an “Opportunity Sublicensee”, such sublicense, an “Opportunity Sublicense”) during the Identification Period, so long as: (a) The licenses granted to Tekmira the Opportunity Sublicense is royalty-bearing and in Section 2.1 include the right for Tekmira to grant sublicenses, but only on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that writing; (b) the terms of any sublicense under its the Opportunity Sublicense include customary terms for such types of sublicenses, including, without limitation, terms that are substantially consistent (subject to conforming revisions to refer to the rights in this Agreement are fully in compliance licensed to and products to be Exploited by the applicable Opportunity Sublicensee) with the terms and conditions of this Agreement and of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technology. Sections 3, 5.3.7, 5.4 (b) The licenses granted to Alnylam in Section 2.2(aif payments are based on ongoing product sales), Section 2.2(b) 5.5, 5.6, 6.3, 6.4, 6.5, 7.6, and Section 2.2(c) include the right for Alnylam to grant sublicenses in the Alnylam Field, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions 7.10 of this Agreement. , and, if the applicable Opportunity Sublicense is an exclusive license granted for the purpose of Exploitation of Opportunity Products, include the obligation of the Opportunity Sublicensee to use Commercially Reasonable Efforts to Exploit one or more Opportunity Products; (c) Any sublicense granted the Opportunity Sublicense was negotiated by Licensee in good faith, for a Party hereunder shall proper purpose and on reasonable arm’s-length commercial terms; (d) the Opportunity Sublicense names Factor as a third-party beneficiary thereof; (e) the Opportunity Sublicensee has, or has the ability to acquire, adequate resources (including scientific, technical and financial) to perform its obligations under such Opportunity Sublicense, as reasonably determined by Licensee at the time of entry into the Opportunity Sublicense; and (f) a complete, confidential copy of the Opportunity Sublicense agreement and any amendments thereto are provided to Factor within thirty (30) days of the execution of said Opportunity Sublicense agreement or any such amendments thereto. In each case, Licensee will be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility responsible for enforcing the performance of all obligations and observance of all terms herein the Opportunity Sublicensees under the licenses granted Opportunity Sublicenses, including, without limitation, making any payments provided for hereunder. Subject to it Section 8.6, Licensee will provide Factor with a complete, confidential copy of each such Opportunity Sublicense agreement executed by Licensee and any amendments thereto, and will itself pay and account to promptly notify Factor of the other Party for all payments due under such licenses by reason termination of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicenseOpportunity Sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within [**] days after execution of a sublicense entered into hereunder and provide a copy of the fully executed sublicense agreement to the other Party within the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement), which shall be treated as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Products. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. (a) The licenses granted If CUBIST proposes to Tekmira sublicense to a Third Party any rights to distribute promote, market or sell Product in the United States and/or in more than [*] Major Markets in the European Union, then CUBIST will notify XTL in writing thereof. If, within thirty (30) days after XTL has received such notice from XTL, XTL notifies CUBIST in writing that it wishes to negotiate to become CUBIST’s Sublicensee with respect to the activities to distribute, promote, market or sell Product described in CUBIST’s notice with respect to such countries, then the Parties shall negotiate in good faith for a period of [*] days to see if the Parties can reach agreement on commercially reasonable terms pursuant to which XTL would serve as such Sublicensee. During the [*] day period in which CUBIST and XTL are negotiating pursuant to this Section 2.1 include 2.5, such negotiations shall be exclusive and CUBIST cannot carry on discussions or negotiations with any Third Party regarding the right for Tekmira opportunity to serve as such Sublicensee in such countries. If XTL and CUBIST cannot reach agreement on such terms within such [*] days, then CUBIST shall be free to enter into negotiations and discussions with such Third Party, and grant sublicensessuch a sublicense to such Third Party; provided, but only however, in no *Confidential Treatment Requested. Material has been omitted and filed separately with the Commission. event will CUBIST grant such a sublicense to such Third Party on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basisterms, considered in the totality of the circumstances, any less favorable to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that CUBIST than the terms last offered or proposed by XTL pursuant to the preceding provisions of any sublicense under its rights in this Agreement are fully in compliance Section 2.5 without providing XTL with the written notice of such terms and conditions of this Agreement and of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technologygiving XTL [*] days to accept them. (b) The licenses granted Without limiting clause (a) above, if CUBIST proposes to Alnylam sublicense to a Third Party any rights to distribute promote, market, and sell Product [*], then CUBIST will notify XTL in Section 2.2(a)writing thereof and thereafter, Section 2.2(b) XTL, to the extent that it remains so interested, shall be included among the interested parties with whom CUBIST holds discussions for such rights until such time as CUBIST selects the party with whom it wishes to enter into negotiations for a definitive agreement for such rights. XTL acknowledges that beyond inclusion and Section 2.2(c) include the right for Alnylam to grant sublicenses participation in the Alnylam Fielddiscussions for such rights, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basisXTL has no additional right or expectation whatsoever, and CUBIST has no additional obligation to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms XTL in respect of any sublicense such rights under its rights in this Agreement are fully in compliance with the terms and conditions of this AgreementSection 2.5(b). (c) Any sublicense granted by a Party hereunder shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those Notwithstanding anything expressed or implied in this Agreement. The sublicensing Party shall assume full responsibility for Section 2.5, in the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware event of a material breach Change of any sublicense by a SublicenseeControl of CUBIST, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within [**] days after execution of a sublicense entered into hereunder and provide a copy of the fully executed sublicense agreement to the other Party within the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement), which shall be treated as Confidential Information of the sublicensing Party XTL’s rights under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 2.5 shall terminate (except with respect to the Alnylam Existing Sublicenses. In addition, any separate written agreement entered into between CUBIST and XTL prior to the extent effective date of such Change of Control; provided that Alnylam as of CUBIST has promptly complied with the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as notice provisions set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents Section 2.5 prior to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent such Change of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA ProductsControl). (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. (a) The licenses Except as set out in item 5 of the Details Schedule: (i) the Licensee may only grant sublicences of the Licence granted to Tekmira it under this clause 3 where the proposed sublicensee is approved by the Licensor in Section 2.1 include writing; and (ii) the right for Tekmira to grant sublicensesLicensor will not unreasonably withhold approval, but only may withhold approval (or revoke approval) on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basisreasonable grounds, to Third Parties to Researchincluding based on the risk, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement and financial status or reputation of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technologysublicensee. (b) The licenses granted Except where sublicence rights are expressly limited in item 5 of the Details Schedule and subject to Alnylam in Section 2.2(a)the further requirements under this clause 3.3, Section 2.2(bthe Licensor approves the sublicence of the Licensed IPR by the Licensee to: (i) any sublicensees and Section 2.2(c) include for the right for Alnylam to grant sublicenses purposes set out in the Alnylam FieldCommercialisation Business Plan; and (ii) purchasers of Product, but only on a Alnylam Sublicensable to the extent required to enable those customers to receive the benefit of the Product-by-Alnylam Sublicensable Product basis. (c) The Licensee must ensure that all sublicences of the Licensed IPR are consistent with its obligations under this Agreement. Without limitation, unless otherwise approved by the Licensor, the sublicence agreement must include provisions to Third Parties to Researchthe effect that: (i) the sublicensee must observe terms similar to, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under its rights consistent with and at least as onerous as those contained in this Agreement so far as they are fully capable of observance and performance by the sublicensee; (ii) the sublicence will be personal to the sublicensee and will not be assignable, nor will the sublicensee have the right to sublicense; (iii) the Licensee may terminate the sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be done by the Licensee, give the Licensor the right to terminate this Agreement; (iv) such sublicence is capable of being terminated at the Licensor's sole discretion at the same time as the termination of (or exercise by the Licensor of its rights under clause 15.5 in compliance with respect of) this Agreement or any licences granted under it; and (v) the terms and conditions Licensor has audit rights in respect of the sublicensee equivalent to the Licensor’s rights to audit the Licensee under clause 6 of this Agreement. (cd) Any sublicense granted by a Party hereunder shall be subject and subordinate to The Licensee must notify the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason Licensor promptly of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within [**] days after execution of a sublicense sublicence entered into hereunder and provide the Licensor with a copy of the fully executed sublicense agreement sublicence terms (excluding financial payment terms and any personal information). In respect of sublicences to purchasers of Products, the other Party within Licensee is only required to notify the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary Licensor of its intention to demonstrate compliance with the requirements use a particular form of this Agreement), which shall be treated as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreementssublicence. (e) Tekmira hereby waives The acts or omissions of any sublicensee are considered for the foregoing sublicensing restrictions and requirements purposes of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect Agreement to be the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as acts or omissions of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA ProductsLicensee. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. (Upon written approval from Licensor, Licensee may enter into sublicensing agreements with Sublicensees, provided that Licensee has current exclusive rights thereto in the Territory being sublicensed pursuant to Section 2.1 and subject to the following: a) The licenses Any sublicense granted by Licensee to Tekmira in Section 2.1 include the right for Tekmira to grant sublicenses, but only on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira Sublicensee shall require that the terms incorporate all of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement and of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technology. (b) The licenses granted to Alnylam in Section 2.2(a), Section 2.2(b) and Section 2.2(c) include the right for Alnylam to grant sublicenses in the Alnylam Field, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement. (c) Any sublicense granted by a Party hereunder shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within [**] days after execution of a sublicense entered into hereunder and provide a copy of the fully executed sublicense agreement to the other Party within the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement), which shall be treated binding upon each Sublicensee as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled Sublicensee were a party to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it Licensee shall collect and guarantee all payments due Licensor from Sublicensee(s). In each such sublicense, the Sublicensee will not grant any additional optionsbe prohibited from granting further sublicenses; b) If Licensee becomes Insolvent, licenses Licensor’s proportionate share of all payments then or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents thereafter due and owing to AlCana to Research, Develop or Commercialize siRNA Products without Licensee from its Sublicensees for the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice sublicense of the Alnylam PatentsPatent Rights will, Tekmira Combined Licensed Technologyupon written notice from Licensor to any such Sublicensee, UBC Patents become payable directly to Licensor by Sublicensee for the account of Licensee; 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 Category 1 Patents terminations thereof; and (b) receipt, summarize and deliver copies of all reports due to ResearchLicensee from Sublicensee(s); and d) If this Agreement is terminated for any reason, Develop Licensor shall have the sole option to (a) terminate any or Commercialize siRNA Products. (f) Notwithstanding Sections 2.3(aall sublicense(s) and 2.3(ball rights granted thereunder, or (b) require Licensee to immediately assign all of its right, title, and interest to all sublicense(s) to Licensor, including the right to receive all income from the sublicense(s). Licensee shall, either Party may utilize Permitted Contractors and Institutional Collaborators prior to Research and/or Develop their respective Productsexecution of each sublicense, whether or not such Products have become Sublicensable Products; provided that (imake the intended Sublicensee(s) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any aware of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditionsthis contingency.

Sublicensing. (a) 2.2.1 The licenses granted to Tekmira in Section 2.1 include the right for Tekmira Company shall be entitled to grant sublicenses, but only on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basis, Sublicenses to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira any Person (and such Person shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement and of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technology. (b) The licenses granted to Alnylam in Section 2.2(a), Section 2.2(b) and Section 2.2(c) include the right for Alnylam be entitled to grant further sublicenses in the Alnylam Field, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam which shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement. (c) Any sublicense granted by a Party hereunder shall also be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility considered Sublicenses for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within [**] days after execution of a sublicense entered into hereunder and provide a copy of the fully executed sublicense agreement to the other Party within the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements purposes of this Agreement), which shall be treated as Confidential Information provided that: (A) the Sublicense is for monetary consideration only and (B) the Sublicense is granted according to a written appropriate and binding Sublicensing agreement that (i) affords protection of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of Ichilov Tech and the applicable Third Party shall not be affected Ichilov Tech Related Entities in a manner substantially similar to the protection provided by this Agreement, mutatis mutandis, or such other terms as may be agreed to in writing by the Ichilov Tech; (ii) is consistent with the terms of the License and if such Third Party Develops or Commercializes Alnylam Productsthis Agreement; (iii) includes, then Tekmira will inter alia, the following terms: (a) subject to the provisions of Section 2.2.3 below, the Sublicense shall expire automatically upon termination of the License by Ichilov Tech for any reason and the Sublicensee shall have no claims and/or demands of whatever type and nature against Ichilov Tech and/or any Ichilov Tech Related Entity, including in the event of termination of the License by Ichilov Tech; (b) provisions relating to confidentiality similar to those specified herein (c) provisions entitling the Company and Ichilov Tech to terminate the Sublicense according to the terms entitling Ichilov Tech to terminate the License, mutatis mutandis. An advanced draft of the Sublicense agreement is furnished to Ichilov Tech prior to the execution of a Sublicense agreement in order to provide Ichilov Tech with an opportunity to comment, which comments the Company shall make good-faith efforts to address. The Company shall be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant Sublicenses to any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Products. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective ProductsAffiliate, whether or not such Products have become Sublicensable Products; Sublicense is for monetary consideration in accordance with the terms set forth in this Section 2.2.1 (B) and (C) above. 2.2.2 The Company shall also be entitled to grant a Sublicense even if it does not comply with the terms set forth above, provided that the terms of the Sublicense are furnished to Ichilov Tech prior the execution of a Sublicense agreement and the Sublicense is approved, in writing, by Ichilov Tech; such approval not to be unreasonably withheld or delayed. Ichilov Tech's failure to approve or disapprove the Sublicense agreement within 14 (fourteen) business days from the date of its receipt shall be deemed as an approval in writing of the Sublicense agreement. 2.2.3 In the event of termination of the License, any Sublicense that has been granted pursuant to the Company’s License shall terminate to the extent that the License is terminated; provided, however, that, for each Sublicense granted in accordance with the provisions of Section 2.2.1 and 2.2.2 above, upon termination of the License with the Company, if the Sublicensee is not then in breach of its Sublicense agreement with the Company such that the Company would have the right to terminate such Sublicense, Ichilov Tech shall be obligated at the request of such Sublicensee, to enter into a new license agreement with any Sublicensee on substantially the same terms as those contained in this Agreement, provided that such terms shall be amended, if necessary, to the extent required to ensure that such Sublicense agreement does not impose any obligations or liabilities (i) on the Company (without derogating from any liability due to the Company’s breach or such Party does not grant any such Permitted Contractor other liabilities that survive the termination of the Agreement), or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share on Ichilov Tech and/or any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditionsIchilov Tech Related Entity which are not included in this Agreement, applied mutatis mutandis.

Sublicensing. 2.2.1 Anebulo shall be entitled to sublicense (aincluding through multiple tiers) The licenses the rights granted to Tekmira in Section it under Clause 2.1 include above to any person with similar or greater financial resources and expertise as Anebulo, provided such person is not developing or commercialising any product (whether a pipeline asset or a marketed product) which (i) contains a CB1 antagonist or (ii) is for the right same indication covered or proposed to be covered by a Phase II Clinical Trial, a Pivotal Clinical Trial, an application for Tekmira a Marketing Authorisation or a granted Marketing Authorisation for the Licensed Product. If Anebulo or a Sublicensee wishes to grant sublicensesa sub-license to any person that does not meet the above criteria then it shall not do so without Vernalis’ prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Anebulo grants a sublicence and to which any further tiers of sublicence are granted, but only on each pursuant to this Clause 2.2.1, shall be a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basis“Sublicensee”. In the event that Anebulo grants one or more sublicences pursuant to Clause 2.2.1, to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira Anebulo shall require that the terms remain responsible for all of any sublicense its obligations under its rights in this Agreement are fully in compliance and shall cause each Sublicensee to comply with the applicable terms and conditions of this Agreement and Agreement. If the acts or omissions of any Sublicensee cause Anebulo to be in breach of this Agreement, Anebulo shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technology. Sublicensee or (b) The licenses granted Anebulo may have against the Sublicensee for breach of the sublicense; provided, however, that if default by a Sublicensee of its material obligations gives rise to Alnylam Vernalis’ right of termination under this Agreement, Vernalis shall not be entitled to terminate this Agreement if, within sixty (60) days after receipt of written notice thereof from Vernalis (or thirty (30) days in Section 2.2(athe case of breach of a payment obligation), Section 2.2(bAnebulo has either (i) caused such Sublicensee to take actions to cure such default, or (ii) terminated its sublicense agreement with such Sublicensee and Section 2.2(c) include the right for Alnylam taken actions to grant sublicenses in the Alnylam Field, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, cure such default. Any such permitted sublicences shall be consistent with and expressly made subject to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement. (c) Any sublicense granted by a Party hereunder . Anebulo shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within [**] days after execution of a sublicense entered into hereunder and provide a copy of the fully any sublicence agreement executed by Anebulo or any Sublicensee to Vernalis within ten (10) Business Days of its execution, (which copy may be redacted to delete information not relevant to determining whether such sublicense agreement to the other Party within the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary to demonstrate compliance is consistent with the requirements provisions of this Agreement). 2.2.2 In the event of termination of this Agreement with respect to any Vernalis Licensed Compound or Licensed Product, which any sublicence granted by Anebulo pursuant to Clause 2.2.1 shall be treated automatically terminate. In event of such termination, any Sublicensee that Anebulo notifies to Vernalis in writing is in good standing under its sublicense agreement with Company will have the right to request a new direct license with Vernalis on substantially the same terms and conditions as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required those in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements. (e) Tekmira hereby waives the foregoing sublicensing restrictions Vernalis agrees to consider such request and requirements of Section 2.2(c)negotiate any license in good faith, Section 2.2(d) and this Section 2.3 with respect provided that Vernalis shall have no obligation to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed grant any such license or sublicensed any Patent assume or Know-How Controlled by Tekmira as of the Effective Date agree to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as additional obligations beyond those set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Products. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. (Upon written approval from Licensor, Licensee may enter into sublicensing agreements with Sublicensees, provided that Licensee has current exclusive rights thereto in the Territory being sublicensed pursuant to Section 2.1 and subject to the following: a) The licenses Any sublicense granted by Licensee to Tekmira in Section 2.1 include the right for Tekmira to grant sublicenses, but only on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira Sublicensee shall require that the terms incorporate all of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement and of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technology. (b) The licenses granted to Alnylam in Section 2.2(a), Section 2.2(b) and Section 2.2(c) include the right for Alnylam to grant sublicenses in the Alnylam Field, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement. (c) Any sublicense granted by a Party hereunder shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within [**] days after execution of a sublicense entered into hereunder and provide a copy of the fully executed sublicense agreement to the other Party within the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement), which shall be treated binding upon each Sublicensee as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled Sublicensee were a party to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it Licensee shall collect and guarantee all payments due Licensor from Sublicensee(s). In each such sublicense, the Sublicensee will not grant any additional optionsbe prohibited from granting further sublicenses; b) If Licensee becomes Insolvent, licenses Licensor’s proportionate share of all payments then or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents thereafter due and owing to AlCana to Research, Develop or Commercialize siRNA Products without Licensee from its Sublicensees for the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice sublicense of the Alnylam PatentsPatent Rights will, Tekmira Combined Licensed Technologyupon written notice from Licensor to any such Sublicensee, UBC Patents become payable directly to Licensor by Sublicensee for the account of Licensee; 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 Category 1 Patents terminations thereof; and (b) receipt, summarize and deliver copies of all reports due to ResearchLicensee from Sublicensee(s); and d) If this Agreement is terminated for any reason, Develop Licensor shall have the sole option to (a) terminate any or Commercialize siRNA Products. (f) Notwithstanding Sections 2.3(aall sublicense(s) and 2.3(ball rights granted thereunder, or (b) require Licensee to immediately assign all of its right, title, and interest to all sublicense(s) to Licensor, including the right to receive all income from the sublicense(s). Licensee shall, either Party may utilize Permitted Contractors and Institutional Collaborators prior to Research and/or Develop their respective Productsexecution of each sublicense, whether or not such Products have become Sublicensable Products; provided that (imake the intended Sublicensee(s) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any aware of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditionsthis contingency.

Sublicensing. (a) The licenses granted to Tekmira in Section 2.1 include the right for Tekmira to grant sublicenses, but only on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement and of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technology. (b) The licenses granted to Alnylam in Section 2.2(a), Section 2.2(b) and Section 2.2(c) include the right for Alnylam to grant sublicenses in the Alnylam Field, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement. (c) Any sublicense granted by a Party hereunder shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within [**] days after execution of a sublicense entered into hereunder and provide a copy of the fully executed sublicense agreement to the other Party within the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that [**] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement), which shall be treated as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Products. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. (ai) The licenses Licensee may sublicense the rights granted to Tekmira in Section 2.1 include 2(a) without the right to further sublicense such rights (other than as expressly indicated herein), as follows: A. to advertisers, distributors, vendors, suppliers and other Persons, with no further right to sublicense such rights, as necessary or desirable for Tekmira Licensee to exercise its own rights under the license in Section 2(a), but not for any other use (including any use for their own benefit) by such advertisers, distributors, vendors, suppliers and other Persons (an “Ancillary Sublicense”); B. to one or more Persons who leases one or more Theme Parks or operates or manages one or more of the Theme Parks on Licensee’s behalf (a “Theme Park Operator”), with the right of such Theme Park Operator to grant Ancillary Sublicenses but no other sublicenses, but only on provided that Licensee or its agents must directly supervise all material aspects of such Theme Parks’ design and operation; C. as permitted in Section 12(b); and D. to its Affiliates, so long as they remain Affiliates of Licensee, who have the further sublicensing rights in subsections (A)-(C) above. (ii) Each sublicense granted by Licensee or Sublicensee shall be in writing and shall provide that Licensor is a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basisthird party beneficiary of such sublicense, and that Licensor is entitled to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that enforce directly upon the Sublicensee the terms of any sublicense under its rights in this Agreement are fully in compliance with relating to the terms Licensed Marks, including the sampling and conditions of this Agreement and of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technologyquality control obligations set forth herein. (biii) The licenses granted to Alnylam in Section 2.2(a)Each sublicense shall not allow for further sublicensing, Section 2.2(b) and Section 2.2(c) include the right except for Alnylam to grant sublicenses in the Alnylam Field, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this AgreementAncillary Sublicenses. (civ) Any sublicense granted by Licensee shall notify Licensor promptly of, and in no event more than ten (10) days after, entering into a Party hereunder sublicense, and upon Licensor’s request, shall be subject and subordinate to the terms and conditions provide Licensor with a copy of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of each such sublicense. (dv) Unless otherwise provided in this Agreement, Licensee shall enforce the sublicensing Party will notify the other Party within [**] days after execution terms of a each sublicense entered into unless Licensor has agreed with Licensee that enforcement may be waived. (vi) Licensee shall remain liable to Licensor hereunder for any and provide a copy all damages suffered by Licensor or its Affiliates due to acts or omissions of the fully executed any Sublicensee under any sublicense agreement to the other Party within the same time frame (with as if such reasonable redactions as the sublicensing Party may makeacts or omissions were made by Licensee directly, provided that such redactions do Licensor may not include provisions necessary to demonstrate compliance with the requirements of this Agreement), which shall be treated as Confidential Information of the sublicensing Party under Article VI; make a duplicate recovery against both Licensee and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 any Sublicensee with respect to the Alnylam Existing Sublicensesany such same act or omission. In addition, A material breach by a Sublicensee of its sublicense (and Licensee’s failure to the extent that Alnylam as prevent same) shall not constitute a material breach of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled this Agreement by Tekmira as Licensee for purposes of the Effective Date to any Third Party termination this Agreement pursuant to any Alnylam Existing SublicenseSection 7(c)(i) unless (y) such Sublicensee does not cure such material breach within forty-five (45) days after (1) receipt of notice from either Licensor (with a copy to Licensee) or Licensee or (2) Licensor notifying Licensee of such matter, or granted any Third Party pursuant (z) Licensee has not, after using reasonable best efforts to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmirahave its Sublicensee cure such material breach, the rights of terminated the applicable Third Party shall not be affected by this Agreement, and if sublicense at the end of such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Productsforty-five (45) day period. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. (a) The licenses granted to Tekmira in Section 2.1 include Go shall have the right for Tekmira to grant sublicensessublicenses under the license rights granted under Section 2.1, but only on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basisprovided such sublicensee is approved by 800 and Piestro (each an “Approved Sublicensee”), which approval will not be unreasonably withheld, conditioned or delayed. For each proposed sublicensee, Go shall submit to Third Parties to Research800 and Piestro for approval the (i) identity of the sublicensee and information about its principals and management team; (ii) the reason for the sublicense; (iii) the applicable licensee fees or royalty rates, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the if any, (iv) other terms and conditions of the sublicense and (v) any other information reasonably requested by 800 or Piestro to evaluate such proposed sublicensee. 800 and Piestro shall have five (5) business days from the date each receives all requested information to object to the proposed sublicensee. If 800 or Piestro do not respond within such five (5) business day period, then the non-responding party shall be deemed to have approved of such proposed sublicensee. Any objection by 800 or Piestro must be in writing and reasonably detailed. Go may resubmit the request for approval of any sublicensee and 800 and/or Piestro, as applicable shall have an additional five (5) business days from the date of such resubmission to object. Once a sublicensee is approved or deemed approved under this Agreement and of Section 2.4, such Approved Sublicensee shall be covered by the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technology. (b) The licenses license granted to Alnylam in Go pursuant to Section 2.2(a)2.1. The approval of sublicenses shall not be unreasonably denied, Section 2.2(b) and Section 2.2(c) include the right for Alnylam to grant conditioned or delayed, provided that all sublicenses in the Alnylam Field, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement. (c) Any sublicense granted by a Party hereunder shall be subject and subordinate to the terms and conditions of this Agreement and the sublicense agreements provide that: (a) no sublicense may exceed the scope of rights granted to Go under this Agreement; (b) in the event of expiration or termination of this Agreement, all sublicense rights will terminate automatically effective as of the expiration or termination date of this Agreement (provided, any Approved Sublicensee will be afforded the the post-termination rights of Go set forth in Section 14(d)(ii) of the Sales Representative Agreement); (c) Go shall contain require all sublicensees to agree in writing to be bound by the applicable terms and conditions consistent with those in of this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations ; and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within [**] days after execution sublicense agreements shall provide that 800 and Piestro are third party beneficiaries with enforcement rights of a such sublicense entered into hereunder and provide a copy of the fully executed sublicense agreement to the other Party within the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement), which shall be treated as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as use of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined respective Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA ProductsMarks. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. (a) The licenses Except as set out in item 5 of the Details Schedule: (i) the Licensee may only grant sublicences of the Licence granted to Tekmira it under this clause 3 where the proposed sublicensee is approved by the Licensor in Section 2.1 include writing; and (ii) the right for Tekmira to grant sublicensesLicensor will not unreasonably withhold approval, but only may withhold approval (or revoke approval) on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basisreasonable grounds, to Third Parties to Researchincluding based on the risk, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement and financial status or reputation of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technologysublicensee. (b) The licenses granted Except where sublicence rights are expressly limited in item 5 of the Details Schedule and subject to Alnylam in Section 2.2(a)the further requirements under this clause 3.3, Section 2.2(bthe Licensor approves the sublicence of the Licensed IPR by the Licensee to: (i) any sublicensees and Section 2.2(c) include for the right for Alnylam to grant sublicenses purposes set out in the Alnylam FieldCommercialisation Business Plan; and (ii) purchasers of Product, but only on a Alnylam Sublicensable to the extent required to enable those customers to receive the benefit of the Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement. (c) Any sublicense granted by a Party hereunder shall be subject and subordinate to The Licensee must ensure that all sublicences of the terms and conditions of this Agreement and shall contain terms and conditions Licensed IPR are consistent with those in its obligations under this Agreement. The sublicensing Party shall assume full responsibility for Without limitation, unless otherwise approved by the Licensor, the sublicence agreement must include provisions to the effect that: (i) the sublicensee must observe terms similar to, consistent with and at least as onerous as those contained in this Agreement so far as they are capable of observance and performance of all obligations and observance of all terms herein under by the licenses granted sublicensee; (ii) the sublicence will be personal to it the sublicensee and will itself pay and account not be assignable, nor will the sublicensee have the right to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense.; (diii) Unless otherwise provided in the Licensee may terminate the sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be done by the Licensee, give the Licensor the right to terminate this Agreement, ; (iv) such sublicence is capable of being terminated at the sublicensing Party will notify the other Party within [**] days after execution of a sublicense entered into hereunder and provide a copy of the fully executed sublicense agreement to the other Party within Licensor's sole discretion at the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary termination of (or exercise by the Licensor of its rights under clause 15.4 in respect of) this Agreement or any licences granted under it; and (v) the Licensor has audit rights in respect of the sublicensee equivalent to demonstrate compliance with the requirements Licensor’s rights to audit the Licensee under clause 6 of this Agreement), which shall be treated as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Products. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. Alexion may grant sublicenses under Section 2.1 on a Product-by- Product basis (with the right to sublicense through multiple tiers only as set forth in this Section 2.2); provided that, in the case of sublicenses granted to Affiliates and Third Parties: (a) The licenses granted Alexion and its Affiliates shall not grant a sublicense (and no Sublicensee shall grant a sub-sublicense) to Tekmira an LNP Competitor; (b) in Section 2.1 include the right for Tekmira to grant sublicensescase of Third Party Sublicensees, but only each sublicense and sub-sublicense is in writing and on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basisterms consistent with, to Third Parties to Researchand subject to, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement and is granted to a Permitted Contractor or in connection with a grant of a license under Intellectual Property owned or controlled by Alexion or its Affiliates to Develop, Manufacture or Commercialize a Product; (c) each sublicense and sub-sublicense provides that Arbutus is a third party beneficiary of such sublicense or sub-sublicense, as applicable, and has the right to enforce directly against the Sublicensee or sub-Sublicensee, as applicable, the breach by the Sublicensee or sub-Sublicensee, as applicable, of any term of the Alnylam Existing Insublicense or sub-Licenses governing Alnylam’s rights sublicense agreement to the extent such breach adversely affects Arbutus and would have been a breach under the Alnylam Licensed Technology.this Agreement; (bd) The licenses granted upon termination of this Agreement, any sublicenses shall convert into a direct license from Arbutus; provided the Sublicensee (i) is not then in breach of the sublicense agreement, (ii) agrees in writing to Alnylam in Section 2.2(a), Section 2.2(b) and Section 2.2(c) include the right for Alnylam be bound to grant sublicenses in the Alnylam Field, but only on Arbutus as a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense licensee under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement., and (iii) agrees in writing that in no event shall Arbutus assume any obligations or liability, or be under any obligation or requirement of performance that extends beyond Arbutus’ obligations and liabilities under this Agreement; (ce) Any sublicense granted by a in the case of Third Party hereunder shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent Sublicensees, Alexion promptly provides Arbutus with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within [**] days after execution of a sublicense entered into hereunder and provide a copy of the fully executed sublicense agreement to within 30 days following its execution or in the other Party case of a sub-sublicense, within the same time frame (30 days following Alexion’s receipt thereof, with such reasonable redactions redaction as the sublicensing Party Alexion or its Sublicensee may make, ; provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement), which ; and (f) the grant of such sublicense shall be treated as Confidential Information not relieve Alexion of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual its obligations under both this Agreement and Third Party agreements. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and Alexion will be responsible for any and all obligations of such Sublicensee as if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA ProductsSublicensee were “Alexion” hereunder. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. 2.5.1 The license granted pursuant to Section 2.1 is sublicensable by Licensee to any Affiliates or Third Parties; provided that any such sublicense must comply with the provisions of this Section 2.5 (including Section 2.5.2). 2.5.2 The right to sublicense granted to Licensee under this Agreement is subject to the following conditions: (a) The licenses granted Licensee may only grant sublicenses […***…] pursuant to Tekmira in Section 2.1 include a written sublicense agreement with the right for Tekmira to grant sublicenses, but only on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable ProductsSublicensee. Tekmira shall require that the terms Licensor must receive written notice as soon as practicable following execution of any such sublicenses. (b) In each sublicense under its rights in this Agreement are fully in compliance agreement, the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee has agreed and must acknowledge that Licensor is an express third party beneficiary of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technology. (b) The licenses granted to Alnylam in Section 2.2(a), Section 2.2(b) and Section 2.2(c) include the right for Alnylam to grant sublicenses in the Alnylam Field, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the such terms and conditions under such sublicense agreement; provided that nothing shall prevent Licensee from granting sublicenses of this Agreementmore limited scope than Licensee’s rights, e.g. in a more limited territory, field of use, or term. (c) Any sublicense granted by a Party hereunder shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach official language of any sublicense by a Sublicensee, the sublicensing Party agreement shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicensebe English. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within Within […***…] days after execution of entering into a sublicense entered into hereunder and provide sublicense, Licensor must receive a copy of the fully executed sublicense agreement written in the English language for Licensor’s *** Confidential Treatment Requested *** redacted to the other Party within the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement), which shall be treated as Confidential Information exclude confidential information of the sublicensing Party under Article VI; and provided further that the other Party may disclose applicable Sublicensee, but such agreement(s) to Third Parties under confidence if and copy shall not be redacted to the extent required in order that it impairs Licensor’s (or any of its licensors’) ability to comply ensure compliance with this Agreement; provided that, if any of Licensor’s licensors require a complete, unredacted copy of the sublicense, Licensee shall provide such other Party’s contractual obligations under both this Agreement and Third Party agreementscomplete, unredacted copy. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements Licensee’s execution of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as a sublicense agreement will not relieve Licensee of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense its obligations under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees Licensee is and shall remain […***…] to Licensor for all of Licensee’s duties and obligations contained in this Agreement and for any act or omission of an Affiliate or Sublicensee that it would be a breach of this Agreement if performed or omitted by Licensee, and Licensee will not grant any additional options, licenses be deemed to be in breach of this Agreement as a result of such act or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Productsomission. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. (a) The licenses granted to Tekmira in Section 2.1 include the right for Tekmira Company shall be entitled to grant sublicenses, but only on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basis, Sublicenses to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira any Person (and such Person shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement and of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technology. (b) The licenses granted to Alnylam in Section 2.2(a), Section 2.2(b) and Section 2.2(c) include the right for Alnylam be entitled to grant further sublicenses in the Alnylam Field, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam which shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement. (c) Any sublicense granted by a Party hereunder shall also be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility considered Sublicenses for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within [**] days after execution of a sublicense entered into hereunder and provide a copy of the fully executed sublicense agreement to the other Party within the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements purposes of this Agreement), which shall be treated as Confidential Information provided that: (A) the Sublicense is for monetary consideration only and (B) the Sublicense is granted according to a written appropriate and binding Sublicensing agreement that (i) affords protection of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and Ichilov Tech’s rights in a manner substantially similar to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected protection provided by this Agreement, mutatis mutandis, or such other terms as may be agreed to in writing by Ichilov Tech; (ii) is consistent with the terms of the License and if such Third Party Develops or Commercializes Alnylam Productsthis Agreement; (iii) includes, then Tekmira will inter alia, the following terms: (a) subject to the provisions of Section 3.2.3 below, the Sublicense shall expire automatically upon termination of the License by Ichilov Tech for any reason and the Sublicensee shall have no claims and/or demands of whatever type and nature against Ichilov Tech and/or any Ichilov Tech Related Entity, including in the event of termination of the License by Ichilov Tech; (b) provisions relating to confidentiality similar to those specified herein; (c) provisions entitling the Company and Ichilov Tech to terminate the Sublicense according to the terms entitling Ichilov Tech to terminate the License, mutatis mutandis; (C) an advanced draft of the Sublicense agreement is furnished to Ichilov Tech prior to the execution of a Sublicense agreement in order to provide Ichilov Tech with an opportunity to comment thereon, which comments the Company shall make good-faith efforts to address. The Company shall be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant Sublicenses to any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Products. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective ProductsAffiliate, whether or not such Products have become Sublicensable Products; Sublicense is for monetary consideration in accordance with the terms set forth in this Section 3.2.1. (B) and (C) above. The Company shall also be entitled to grant a Sublicense even if it does not comply with the terms set forth above, provided that the terms of the Sublicense are furnished to Ichilov Tech prior the execution of a Sublicense agreement and the Sublicense is approved, in writing, by Ichilov Tech; such approval not to be unreasonably withheld or delayed. Ichilov Tech's failure to approve or disapprove the Sublicense agreement within 14 (fourteen) business days from the date of its receipt shall be deemed as an approval in writing of the Sublicense agreement. In the event of termination of the License, any Sublicense that has been granted pursuant to the Company’s License shall terminate to the extent that the License is terminated; provided, however, that, for each Sublicense granted in accordance with the provisions of Sections 3.2.1 and 3.2.2 above, upon termination of the License with the Company, if the Sublicensee is not then in breach of its Sublicense agreement with the Company such that the Company would have the right to terminate such Sublicense, Ichilov Tech shall be obligated at the request of such Sublicensee, to enter into a new license agreement with any Sublicensee on substantially the same terms as those contained in this Agreement, provided that such terms shall be amended, if necessary, to the extent required to ensure that such Sublicense agreement does not impose any obligations or liabilities (i) on the Company (without derogating from any liability due to the Company’s breach or such Party does not grant any such Permitted Contractor other liabilities that survive the termination of this Agreement), or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor on Ichilov Tech and or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditionsIchilov Tech Related Entity which are not included in this Agreement, applied mutatis mutandis.

Sublicensing. (a) The licenses Except as set out in item 5 of the Details Schedule: (i) the Licensee may only grant sublicences of the Licence granted to Tekmira it under this clause 3 where the proposed sublicensee is approved by the Licensor in Section 2.1 include writing; and (ii) the right for Tekmira to grant sublicensesLicensor will not unreasonably withhold approval, but only may withhold approval (or revoke approval) on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basisreasonable grounds, to Third Parties to Researchincluding based on the risk, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement and financial status or reputation of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technologysublicensee. (b) The licenses granted Except where sublicence rights are expressly limited in item 5 of the Details Schedule and subject to Alnylam in Section 2.2(a)the further requirements under this clause 3.3, Section 2.2(bthe Licensor approves the sublicence of the Licensed IPR by the Licensee to: (i) any sublicensees and Section 2.2(c) include for the right for Alnylam to grant sublicenses purposes set out in the Alnylam FieldCommercialisation Business Plan; and (ii) purchasers of Product, but only on a Alnylam Sublicensable to the extent required to enable those customers to receive the benefit of the Product-by-Alnylam Sublicensable Product basis. (c) The Licensee must ensure that all sublicences of the Licensed IPR are consistent with its obligations under this Agreement. Without limitation, unless otherwise approved by the Licensor, the sublicence agreement must include provisions to Third Parties to Researchthe effect that: (i) the sublicensee must observe terms similar to, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under its rights consistent with and at least as onerous as those contained in this Agreement so far as they are fully capable of observance and performance by the sublicensee; (ii) the sublicence will be personal to the sublicensee and will not be assignable, nor will the sublicensee have the right to sublicense; (iii) the Licensee may terminate the sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be done by the Licensee, give the Licensor the right to terminate this Agreement; (iv) such sublicence is capable of being terminated at the Licensor's sole discretion at the same time as the termination of (or exercise by the Licensor of its rights under clause 15.5 in compliance with respect of) this Agreement or any licences granted under it; and (v) the terms and conditions Licensor has audit rights in respect of the sublicensee equivalent to the Licensor’s rights to audit the Licensee under clause 6 of this Agreement. (cd) Any sublicense granted by a Party hereunder shall be subject and subordinate to The Licensee must notify the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason Licensor promptly of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within [**] days after execution of a sublicense sublicence entered into hereunder and provide the Licensor with a copy of the fully executed sublicense agreement sublicence terms (excluding financial payment terms and any personal information). In respect of sublicences to purchasers of Products, the other Party within Licensee is only required to notify the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary Licensor of its intention to demonstrate compliance with the requirements use a particular form of this Agreement), which shall be treated as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreementssublicence. (e) Tekmira hereby waives The acts or omissions of any sublicensee are considered for the foregoing sublicensing restrictions purposes of this Agreement to be the acts or omissions of the Licensee. Guidance Note for clause 3.4: This template does not provide for technology transfer services (eg instruction and requirements of Section 2.2(ctraining, maintenance services, show- how, help desk or personnel support etc), Section 2.2(d) and this Section 2.3 with respect . This clause does allow for the parties to agree to 'Materials' that the Licensor will provide to the Alnylam Existing SublicensesLicensee to assist with exercising the Licensee's rights. In additionFor example, to this may include prototypes, samples or documentation. If the extent that Alnylam as of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by TekmiraLicensee requires additional services, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled simplest approach is to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Productsuse a separate agreement. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. If the license grant under Section 2.1 is exclusive, Licensee has the right to grant Sublicense Agreements under the Licensed Patent Rights consistent with the terms of the Agreement, subject to the following: (a) The licenses granted Each Sublicensee, including an Affiliate extended rights hereunder pursuant to Tekmira Section 2.2, must agree in Section 2.1 include writing to be bound, for the right for Tekmira to grant sublicensesbenefit of Licensor, but only on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with by the terms and conditions of this the following Sections of these Terms and Conditions: 2.1(b), 2.3, 2.4, 3.4 (to the extent applicable to the Sublicensee or sub-sublicensee), 4, 5, 6, 7.5, 8, 9, 10, 12, 13, 14, 16, 17, and 18 (for notice to Licensor). To the extent that Licensee permits a Sublicensee to grant further sub-tier sub-sublicense agreements, then each such sub-sublicensee shall be considered a “Sublicensee” under the Agreement and must also agree in writing to be bound, for the benefit of Licensor, by the Alnylam Existing Inabove-Licenses governing Alnylam’s rights under the Alnylam Licensed Technologyreferenced Sections. (b) The licenses granted to Alnylam in Each such Sublicense Agreement shall indicate that Licensor is a third party beneficiary of the terms and conditions required by Section 2.2(a2.3(a), and is entitled to enforce the same. Survival or not of Sublicensee rights in the event of termination of the Agreement shall be governed by Section 2.2(b7.5(b) below. (c) Licensee shall (and Section 2.2(c) include to the right for Alnylam extent a Sublicensee is authorized by Licensor to grant sublicenses further sublicenses, such Sublicensee shall) deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement, including an English translation if the Sublicense Agreement is not written in English. All such copies shall be considered Confidential Information of Licensee under the Agreement. Licensor’s receipt of such Sublicense Agreement will not constitute a waiver of any of Licensor’s rights or Licensee’s obligations under the Agreement. (d) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Alnylam FieldAgreement, but only on and any act or omission of a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Productsbe a breach by Licensee of the Agreement unless Licensee complies with the remaining provisions of this paragraph. Alnylam shall require Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment obligations affecting Licensor or any other terms and conditions of any sublicense under its rights in this the Sublicense Agreement are fully in compliance with that would constitute a breach of the terms and conditions of this Agreement. the Agreement if such acts were performed by Licensee (c) Any sublicense granted by a Party hereunder shall be subject and subordinate to “Sublicensee Breach”). In the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware event of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within [**] days after execution of a sublicense entered into hereunder and provide a copy of the fully executed sublicense agreement to the other Party within the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement), which shall be treated as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this AgreementSublicensee Breach, and if after a reasonable opportunity to cure as provided in any such Third Party Develops or Commercializes Alnylam ProductsSublicense Agreement (not to exceed 30 days for a payment breach and 90 days for a non-payment breach), such Sublicensee fails to cure such Sublicensee Breach, then Tekmira the Licensee will terminate the Sublicense Agreement within 30 days thereafter unless Licensor agrees in writing that such Sublicense Agreement need not be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Productsterminated. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. (a) The licenses Except as set out in item 5 of the Details Schedule: (i) the Licensee may only grant sublicences of the Licence granted to Tekmira it under this clause 3 where the proposed sublicensee is approved by the Licensor in Section 2.1 include writing; and (ii) the right for Tekmira to grant sublicensesLicensor will not unreasonably withhold approval, but only may withhold approval (or revoke approval) on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basisreasonable grounds, to Third Parties to Researchincluding based on the risk, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement and financial status or reputation of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technologysublicensee. (b) The licenses granted Except where sublicence rights are expressly limited in item 5 of the Details Schedule and subject to Alnylam in Section 2.2(a)the further requirements under this clause 3.3, Section 2.2(bthe Licensor approves the sublicence of the Licensed IPR by the Licensee to: (i) any sublicensees and Section 2.2(c) include for the right for Alnylam to grant sublicenses purposes set out in the Alnylam FieldCommercialisation Business Plan; and (ii) purchasers of Product, but only on a Alnylam Sublicensable to the extent required to enable those customers to receive the benefit of the Product-by-Alnylam Sublicensable Product basis. (c) The Licensee must ensure that all sublicences of the Licensed IPR are consistent with its obligations under this Agreement. Without limitation, unless otherwise approved by the Licensor, the sublicence agreement must include provisions to Third Parties to Researchthe effect that: (i) the sublicensee must observe terms similar to, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under its rights consistent with and at least as onerous as those contained in this Agreement so far as they are fully capable of observance and performance by the sublicensee; (ii) the sublicence will be personal to the sublicensee and will not be assignable, nor will the sublicensee have the right to sublicense; (iii) the Licensee may terminate the sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be done by the Licensee, give the Licensor the right to terminate this Agreement; (iv) such sublicence is capable of being terminated at the Licensor's sole discretion at the same time as the termination of (or exercise by the Licensor of its rights under clause 15.4 in compliance with respect of) this Agreement or any licences granted under it; and (v) the terms and conditions Licensor has audit rights in respect of the sublicensee equivalent to the Licensor’s rights to audit the Licensee under clause 6 of this Agreement. (cd) Any sublicense granted by a Party hereunder shall be subject and subordinate to The Licensee must notify the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason Licensor promptly of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within [**] days after execution of a sublicense sublicence entered into hereunder and provide the Licensor with a copy of the fully executed sublicense agreement sublicence terms (excluding financial payment terms and any personal information). In respect of sublicences to purchasers of Products, the other Party within Licensee is only required to notify the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary Licensor of its intention to demonstrate compliance with the requirements use a particular form of this Agreement), which shall be treated as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreementssublicence. (e) Tekmira hereby waives The acts or omissions of any sublicensee are considered for the foregoing sublicensing restrictions and requirements purposes of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect Agreement to be the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as acts or omissions of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA ProductsLicensee. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. (a) The licenses Genentech shall have the right to grant sublicenses of the license granted to Tekmira in Genentech under Section 2.1 include the right 6.1 for Tekmira to grant sublicenses, but only on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement and of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technologypurposes. (b) The licenses granted to Alnylam in Section 2.2(a), Section 2.2(b) and Section 2.2(c) include Inspire shall have the right for Alnylam to grant sublicenses of the license granted to it under Section 6.2 only to the extent necessary as approved in the Alnylam Field, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under its rights writing in this Agreement are fully in compliance with the terms and conditions of this Agreementadvance by Genentech. (c) Any sublicense granted by Each of Genentech and Inspire agrees that if either of them sublicenses any rights hereunder to a Party hereunder shall be subject Third Party, and subordinate if at any time either of them conducts or engages a certified public accountant or other person (an "Auditor") to conduct an audit or other examination of the terms books and conditions records of this Agreement any such Sublicensee in order to determine the correctness of any royalty payments made pursuant to such sublicense, then it will instruct such Auditor to, as soon as reasonably practicable after the conclusion of such audit or other examination, prepare and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account provide to the other Party for all payments due under (at such licenses by reason other Party's expense) a brief, summary report of any the results thereof; provided, however, that such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a SublicenseeAuditor, the sublicensing Party in its summary report or otherwise, shall promptly notify not disclose to the other Party of any information, including but not limited to the particulars of same royalty percentage payable under such sublicense and take all reasonable efforts to enforce the any other financial terms of such sublicense, except that such Auditor may disclose to the other Party the fact of a deficiency in royalty payments, and the degree thereof, including the dollar amount. Except as provided under this Section 6.3(c), each Party agrees that nothing in the terms of this Agreement entitles it to review or receive a copy of any sublicense agreement that sublicenses rights hereunder. (d) Unless otherwise provided in In addition, each of Genentech and Inspire agree that neither of them will sublicense to any Third Party any rights covered by this Agreement, the sublicensing Party will notify the other Party within [**] days after execution of Agreement except pursuant to a sublicense entered agreement that includes provisions substantially similar, taking into hereunder account the facts and provide a copy circumstances of the fully executed sublicense agreement to the other Party within the same time frame (with such reasonable redactions particular sublicense, as the sublicensing Party may make, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement), which shall be treated as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements.those set forth on Exhibit F hereto. --------- (e) Tekmira hereby waives Each Party agrees to make the foregoing sublicensing restrictions and requirements other Party a third-party beneficiary of Section 2.2(c)each sublicense agreement regarding any rights covered by this Agreement; provided, Section 2.2(d) and this Section 2.3 however, that the Party shall be a third-party beneficiary only with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Products.those provisions enumerated on Exhibit F. --------- (f) Notwithstanding Sections 2.3(a6.3(c), 6.3(d) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators 6.3(e) shall not apply to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license sublicenses by Genentech to Commercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and conditionsRoche.