Common use of Third Party Licenses Clause in Contracts

Third Party Licenses. (a) [*****] shall obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts to ensure that Fibrocell will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell or shall disclose in writing to Fibrocell all of such terms and conditions that are applicable to Fibrocell. Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (ai) If NVS reasonably determines that rights to a Third Party’s Intellectual Property Rights are [***] in connection with the Development, Manufacture or Commercialization of a Candidate or Product, then NVS will have the right to enter into a Third Party License in order to permit such Development, Manufacture or Commercialization. Notwithstanding the foregoing, where NVS reasonably determines that rights to a Third Party’s Patent Rights or Third Party Know-How are [***] for NVS to practice the HMI Platform Technology in accordance with the licenses granted to NVS pursuant to Section 4.1 (License Grants to NVS) (such Third Party Patent Rights “HMI Necessary Rights”), NVS will first provide HMI with written notice of any such Third Party License that it intends to enter, and HMI will have the right to enter into such Third Party License itself within [***] of HMI’s receipt of such notice on terms and conditions determined by HMI with HMI responsible for all costs and expenses incurred in connection with securing any such license. If HMI fails to enter into any such Third Party License within such [***] period, then will NVS have the right to enter into any such Third Party License itself. If NVS does enter into such Third Party License in accordance with this paragraph, then NVS may determine the terms and conditions of any such Third Party License and subject to this remainder of this Section 11.7.2(c) (Third Party Licenses), will be responsible for all costs and expenses incurred in connection with securing any such license. (ii) Subject to Section 11.7.3 (Cumulative Effect of Royalty Reductions), the amount of any Royalties due to HMI pursuant to Section 11.7.1 (Royalty Rates) with respect to the applicable Product in such country during such Calendar Quarter will be reduced, on a Product-by-Product and country-by-country basis, by an amount equal to: (A) [*****] shall obtain ]% of any royalty or other payments paid by NVS or its Affiliates pursuant to any (1) Third Party License entered into by NVS or its Affiliates for; or (2) Third Party Infringement Losses incurred by or on behalf of NVS and its Affiliates with respect to any Product (excluding In-Vivo [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology Products in the Field where the licensed intellectual property is reasonably necessary U.S.) for Intrexon to conduct genetic in each of (1) and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program (but specifically excluding intellectual property directed to any processes or methods for harvesting2), culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than HMI Necessary Rights with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, a Product in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”.the applicable country; and (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (cB) [*****] shall provide the proposed terms ]% of any license under Complementary royalty or other payments paid by NVS or its Affiliates pursuant to any (1) other Third Party License entered into by NVS or its Affiliates with respect to such Product in such country or (2) Third Party Infringement Losses incurred by or on behalf of NVS or its Affiliates with respect to any Product (excluding In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Vivo [*****] comments thereto Products in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IPU.S.), [*****] shall provide the final version in each of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field(1) and (2), it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP other than with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]HMI Necessary Rights. (diii) For Notwithstanding anything to the contrary in this Agreement, HMI shall remain solely responsible for the payment of any royalty, milestone, and other payment obligations, if any, due to Third Parties in connection with any HMI Licensed Technology or Third Party license under which Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts to ensure Licenses that Fibrocell will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (eA) The licenses granted to Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one HMI or more Third Parties. Any such sublicenses are subject its Affiliates and is sublicensed to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell or shall disclose in writing to Fibrocell all of such terms and conditions that are applicable to Fibrocell. Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations NVS under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents (B) relates to covenants or other intellectual property rights owned obligations agreed by HMI or controlled by that its Affiliates prior to the Effective Date with any Third PartyParty relating to any HMI Licensed Technology or any Candidate or Product, (collectively, the receiving “HMI Third Party Obligations”), including pursuant to the COH License and the Caltech License. All such payments in respect of the HMI Third Party Obligations shall inform be made promptly by HMI in accordance with the other party thereof within five (5) business daysterms of the applicable Third Party License.

Third Party Licenses. (a) [*****] Intrexon shall obtain [*****] obtain, at its sole expense, any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon directed to conduct genetic and cell engineering and related analytic activities under JSC established plans for Intrexon’s in vivo expression system or the Fibroblast Program specific effector molecule used in the Existing Cancer Programs as of the Effective Date (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Fieldother specific effector molecules) (“Supplemental In-Licensed Required Third Party IP”). Other than with respect to Supplemental In-Licensed Required Third Party IP, [*****] ZIOPHARM shall be solely responsible for obtaining [*****] obtaining, at its sole expense, any licenses from Third Parties that [*****] ZIOPHARM determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell ZIOPHARM Products (“Complementary In-Licensed Blocking Third Party IP”). Supplemental In-Licensed Required Third Party IP and Complementary In-Licensed Blocking Third Party IP are collectively referred to as “In-Licensed Program Third Party IP”). (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Required Third Party IP or Complementary In-Licensed Blocking Third Party IP, such Party shall so notify the other PartyParty in writing, and the IPC shall discuss such In-Licensed Program Third Party IP and its applicability to the Fibrocell ZIOPHARM Products and to the Field. As provided above in Section 3.9(a3.7(a), [*****] Intrexon shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Required Third Party IP, and [*****] ZIOPHARM hereby covenants that it shall not itself directly license such Supplemental In-Licensed Required Third Party IP at any time, provided that [*****] ZIOPHARM may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Required Third Party IP brings an infringement action against [*****] ZIOPHARM or its Affiliates and, after written notice to [*****] Intrexon of such action, [*****] Intrexon fails to obtain a license to such Supplemental In-Licensed Required Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Blocking Third Party IP, subject to Section 3.9(c3.7(c), [*****] ZIOPHARM shall have the right to pursue a license under Complementary In-Licensed Blocking Third Party IP [*****]IP, at ZIOPHARM’s sole expense. For the avoidance of doubt, [*****] Intrexon may at any time obtain a license under Complementary In-Licensed Blocking Third Party IP outside the Field [*****] Field, at Intrexon’s sole expense, provided that if [*****] Intrexon decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange CommissionZIOPHARM. (c) [*****] ZIOPHARM shall provide the proposed terms of any license under Complementary In-Licensed Blocking Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Blocking Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] Intrexon’s comments thereto in good faith. To the extent that [*****] ZIOPHARM obtains a license under Supplemental In-Licensed Required Third Party IP, [*****] ZIOPHARM shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Required Third Party IP to the IPC. If [*****] ZIOPHARM acquires rights under any In-Licensed Program Third Party IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program Third Party IP with respect to the Field under this Section 3.9 3.7 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Required Third Party IP shall be borne solely by [*****]Intrexon and shall not be included as an Allowable Expense, and (ii) any costs incurred by [*****] ZIOPHARM in obtaining and maintaining licenses to Complementary In-Licensed Blocking Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Required Third Party IP) shall be borne solely by [*****]treated as an Allowable Expense in determining Product Profit. (d) For any Third Party license under which Fibrocell ZIOPHARM or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization commercialization of Fibrocell ZIOPHARM Products, Fibrocell ZIOPHARM shall use commercially reasonable efforts to ensure that Fibrocell ZIOPHARM will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell ZIOPHARM under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c3.7(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell ZIOPHARM or shall disclose in writing to Fibrocell ZIOPHARM all of such terms and conditions that are applicable to FibrocellZIOPHARM. Fibrocell ZIOPHARM shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell ZIOPHARM as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) [*****] shall obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Melioidosis Program (but Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. specifically excluding intellectual property directed to any specific antibodies, methods of treatment or therapy, cell lines, active pharmaceutical ingredients, delivery or packaging methods or apparatuses, or processes or methods for harvesting, culturing, formulating, or otherwise commercially manufacturing Fibrocell Products or Improved Soligenix Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Soligenix Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Soligenix Products and to the Field. As provided above in Section 3.9(a3.8(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c3.8(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (d) For any Third Party license under which Fibrocell Soligenix or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Soligenix Products, Fibrocell Soligenix shall use commercially reasonable efforts to ensure that Fibrocell Soligenix will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell Soligenix under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any All such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell Soligenix or shall disclose in writing to Fibrocell Soligenix all of such terms and conditions that are applicable to FibrocellSoligenix. Fibrocell Soligenix shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell Soligenix as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) [*****] shall obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Alkaloid Program (but specifically excluding intellectual property directed to any specific target genes, active pharmaceutical ingredients or chemical intermediates thereof, or processes or methods for harvesting, culturing, formulating, or otherwise commercially manufacturing Fibrocell Products or Improved Genopaver Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Genopaver Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Genopaver Products and to the Field. As provided above in Section 3.9(a3.8(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c3.8(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. Notwithstanding the foregoing, [*****] shall not be required to provide drafts or an unexecuted version of a definitive license agreement with respect to Complementary In-Licensed Third Party IP if and to the extent that (i) doing so would result in a loss of the protections granted under Fed. R. Evid. 408, and (ii) the Parties after duly consulting with one another have not executed a suitable common legal interest or other agreement to prevent such loss of protections. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell Genopaver or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Genopaver Products, Fibrocell Genopaver shall use commercially reasonable efforts to ensure that Fibrocell Genopaver will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell Genopaver under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell Genopaver or shall disclose in writing to Fibrocell Genopaver all of such terms and conditions that are applicable to FibrocellGenopaver. Fibrocell Genopaver shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell Genopaver as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days. (g) Intrexon may notify Genopaver from time to time that it has, as expressly permitted under Section 3.6, entered into a definitive commercial agreement with a Third Party, including with another channel collaborator, which agreement involves the use of Alkaloids outside of the Field. To the extent that such commercial agreement with the Third Party grants exclusive rights under or to the Intrexon IP, and to the extent that Genopaver’s activities Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. otherwise permitted under Section 3.1(c) could or does overlap with those exclusive rights granted to the Third Party, Genopaver’s rights under Section 3.1(c) upon such notice shall be automatically and immediately restricted such that Genopaver would no longer be licensed under the Intrexon IP to make, use, sell, or offer for sale the Genopaver Products for any Permitted Ancillary Commercial Uses that would conflict with the exclusive rights so-granted to the Third Party. Any notice by Intrexon under this Section 3.8(f) will explain with sufficient detail the scope of rights granted to any such Third Party and the effective date and term of such rights to permit Genopaver to assess the scope of such restriction hereunder, and will identify any significant prior Genopaver activities known to Intrexon that were previously permitted under Section 3.1(c) but that would thereafter be prohibited by operation of this Section 3.8(g) and such notice. Nothwithstanding the foregoing, Genopaver will be give sixty (60) days from receipt of any such notice under this Section 3.8(g) to sell, use, or otherwise dispose of any inventory (including for Permitted Ancillary Commercial Uses) affected by such notice.

Third Party Licenses. (a) Takeda understands and acknowledges that certain rights contained within the Affymax Technology have been licensed to Affymax from certain Third Parties pursuant to those license agreements entered into as of the Effective Date and set forth in Exhibit I (the "Existing Third Party License Agreements") and that Takeda's rights under such Affymax Technology are subject to the following terms and conditions set forth in such agreements: (i) [****] Nektar Agreement, which provides that [*] shall obtain (including without limitation [*] granted to Takeda under this Agreement) shall [***], and (ii) [*] Nektar Agreement, which provides that the terms [*] the terms and conditions [*]. Promptly after the Effective Date, Affymax shall use commercially reasonable efforts to request [*] that, in the event that [*] (other than [*] this Agreement), Affymax shall be entitled to receive [*] for [*] contemplated hereunder, provided that in no event shall the failure [*] commercially reasonable efforts [*]. Affymax shall allow and fully cooperate with Takeda in connection with [*]; if Affymax fails to [*] within a reasonable time, then Takeda upon reasonable advance written notice to Affymax, may [*]. The foregoing provision of this Section 6.7(a) shall apply mutatis mutandis to the situation where the [*] is actually terminated for any licenses from reason and both Parties need a license under the [*] for the purpose of this Agreement. Affymax shall, during the Term, maintain the Third Parties Party License Agreements in full force and effect and shall not amend or modify such Third Party License Agreements in a manner that are required in order would reasonably be expected to practice have an adverse affect on Takeda's rights and obligations hereunder and Takeda's efforts to Develop and Commercialize the Intrexon Channel Technology Product in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”Territory. (b) In the event that either a Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue believes that a license under Supplemental In-Licensed certain Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not technology would be obligated to) obtain such a license directly if the Third Party owner necessary or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP useful with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed Development and Commercialization of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts to ensure that Fibrocell will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth Product in the applicable upstream license agreementLicensed Territory, subject then such Party shall notify the JSC. The Parties, working through the JSC, shall cooperate to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of obtain any such upstream license agreements to Fibrocell or shall disclose in writing to Fibrocell all of licenses under such terms and conditions that are applicable to Fibrocellas may be authorized by the JSC. Fibrocell Any acquisition or license agreement entered into by the Parties in accordance with this Section 6.7(b) shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from hereinafter called a "Future Third Party concerning activities License Agreement." The effects of a payments made under Future Third Party taken License Agreements on royalties payable hereunder are described in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business daysSection 8.6(b).

Third Party Licenses. (a) [*****] shall obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. intellectual property is reasonably necessary for Intrexon directed to conduct genetic and cell engineering and related analytic activities under JSC established plans for Intrexon’s in vivo expression system or the Fibroblast Program specific effector molecule used in the Existing Cancer Programs as of the Effective Date (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Fieldother specific effector molecules) (“Supplemental In-Licensed Required Third Party IP”). Other than with respect to Supplemental In-Licensed Required Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell ZIOPHARM Products (“Complementary In-Licensed Blocking Third Party IP”). Supplemental In-Licensed Required Third Party IP and Complementary In-Licensed Blocking Third Party IP are collectively referred to as “In-Licensed Program Third Party IP”). (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Required Third Party IP or Complementary In-Licensed Blocking Third Party IP, such Party shall so notify the other PartyParty in writing, and the IPC shall discuss such In-Licensed Program Third Party IP and its applicability to the Fibrocell ZIOPHARM Products and to the Field. As provided above in Section 3.9(a3.7(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Required Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Required Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Required Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Required Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Blocking Third Party IP, subject to Section 3.9(c3.7(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Blocking Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Blocking Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. (c) [*****] shall provide the proposed terms of any license under Blocking Third Party IP and the final version of the definitive license agreement for any Blocking Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Required Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Required Third Party IP to the IPC. If [*****] acquires rights under any Third Party IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any Third Party IP with respect to the Field under this Section 3.7 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Required Third Party IP shall be borne solely by [*****] and shall not be included as an Allowable Expense, and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Blocking Third Party IP (and, to the limited extent provided in subsection (b), Required Third Party IP) shall be treated as [*****]. (d) For any Third Party license under which ZIOPHARM or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or commercialization of ZIOPHARM Products, ZIOPHARM shall use commercially reasonable efforts to ensure that ZIOPHARM will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts to ensure that Fibrocell will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell ZIOPHARM under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c3.7(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell ZIOPHARM or shall disclose in writing to Fibrocell ZIOPHARM all of such terms and conditions that are applicable to FibrocellZIOPHARM. Fibrocell ZIOPHARM shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell ZIOPHARM as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (ai) Subject to Sections 8.4(h)(ii) and 8.4(h)(iii), (x) SANOFI-AVENTIS shall reimburse MERRIMACK for the [*****] ], that become payable after the Effective Date, of all Existing Third Party Licenses and (y) SANOFI-AVENTIS shall obtain be responsible for the [*****] any ], of all Third Party licenses from (for clarity excluding licenses for Listed Third Party Patents) entered into by SANOFI-AVENTIS with Third Parties after the Effective Date that are required in order necessary so as not to practice the Intrexon Channel Technology infringe any Third Party Patent Rights in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully makemanufacture, use, sell, offer for sale, sale or import Fibrocell importation of Collaboration Compounds or Licensed Products hereunder (“Complementary In-Licensed each such arrangement, other than with respect to any Listed Third Party IPPatent, a “Third Party License”, and the [**], of all such Third Party Licenses as set forth in clauses (x) and (y), excluding costs related to licenses for Listed Third Party Patents, “Third Party License Costs”). Supplemental InThe Parties agree that SANOFI-Licensed AVENTIS shall take the lead in negotiating and entering into any Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In Licenses after the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any timeEffective Date, provided that [**] percent ([***] may (but shall not be obligated to]%) obtain such a license directly if of the Third Party owner or licensee of such Supplemental InLicense Costs directly paid by SANOFI-Licensed AVENTIS to the applicable licensors shall be subject to deduction by SANOFI-AVENTIS pursuant to Section 8.4(h)(iii). (ii) Notwithstanding the foregoing, as between the Parties, MERRIMACK shall take the lead in negotiating and entering into appropriate licensing arrangements for the Listed Third Party IP brings an infringement action against Patents, and shall be solely responsible for [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 MERRIMACK shall keep the other Party SANOFI-AVENTIS reasonably informed of the status of such negotiations. If MERRIMACK determines that, despite MERRIMACK’s good faith efforts, MERRIMACK is or will likely be unable to successfully negotiate and enter into appropriate licensing arrangements for any negotiations relating thereto. For purposes of clarityListed Third Party Patent(s), or MERRIMACK otherwise determines to terminate efforts to negotiate licensing arrangements for any Listed Third Party Patent(s), MERRIMACK shall notify SANOFI-AVENTIS thereof and SANOFI-AVENTIS shall have the right to assume responsibility for negotiating and entering into appropriate licensing arrangements for such Listed Third Party Patent(s), in which event SANOFI-AVENTIS shall use comparable Commercially Reasonable Efforts to negotiate and enter into such licensing arrangements on the most favorable financial terms possible [**] resulting from such licensing arrangements, provided however that [**] (i) any so that all such costs incurred are ultimately borne by [***] as if [**] in obtaining and maintaining licenses to Supplemental In-Licensed has entered itself into such licensing arrangements for such Listed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts to ensure that Fibrocell will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(hPatent(s)). (eiii) The licenses granted to Fibrocell under Section 3.1 SANOFI-AVENTIS may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell or shall disclose in writing to Fibrocell all of such terms and conditions deduct from any royalties that are applicable subsequently due to Fibrocell. Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations MERRIMACK under this Agreement, which notice alleges infringement on a Therapeutic Product-by-Therapeutic Product and country-by-country basis, up to [**] percent ([**]%) of any Third Party License Costs actually paid by SANOFI-AVENTIS pursuant to Section 8.4(h)(i) above, either as a reimbursement to MERRIMACK with respect to Existing Third Party ofLicenses or directly to SANOFI-AVENTIS’s Third Party licensor(s), or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, as the receiving Party shall inform the other party thereof within five (5) business dayscase may be.

Third Party Licenses. (a) [*****] shall obtain obtain, [*****] ], any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary directed towards the manufacture of gene constructs, genetic transformation, methods for Intrexon to conduct altering or controlling genetic and expression, or cell engineering and related analytic activities under JSC established plans for the Fibroblast Program lines (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Fieldspecific Lantibiotic) (“Supplemental In-Licensed [*****] Third Party IP”). Other than with respect to Supplemental In-Licensed [*****] Third Party IP, [*****] shall be solely responsible for obtaining [*****] obtaining, at its sole expense, any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Oragenics Products (“Complementary In-Licensed [*****]Third Party IP”). Supplemental In-Licensed [*****] Third Party IP and Complementary In-Licensed [*****] Third Party IP are collectively referred to as “In-Licensed Program Third Party IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed [*****] Third Party IP or Complementary In-Licensed [*****]Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program Third Party IP and its applicability to the Fibrocell Oragenics Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed [*****] Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed [*****] Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed [*****] Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed [*****] Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed [*****] Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field IP, at [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]sole expense. For the avoidance of Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. doubt, Intrexon may at any time obtain a license under [*****] Third Party IP outside the Field, at [*****] sole expense, provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed [*****] Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed [*****] Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed [*****] Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed [*****] Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program Third Party IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program Third Party IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed [*****] Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed [*****] Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell Oragenics or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Oragenics Products, Fibrocell Oragenics shall use commercially reasonable efforts to ensure that Fibrocell Oragenics will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell Oragenics under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell Oragenics or shall disclose in writing to Fibrocell Oragenics all of such terms and conditions that are applicable to FibrocellOragenics. Fibrocell Oragenics shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell Oragenics as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) [*****] shall obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Bacteriophage Program (but specifically excluding intellectual property directed to any specific target genes, methods of treatment or therapy, cell lines, active pharmaceutical ingredients, delivery or packaging methods or apparatuses, or processes or methods for harvesting, culturing, formulating, or otherwise commercially manufacturing Fibrocell Products or Improved Ampliphi Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Ampliphi Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Ampliphi Products and to the Field. As provided above in Section 3.9(a3.8(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c3.8(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-In- Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Notwithstanding the foregoing sentence, [*****] shall have the right to acquire exclusive rights to Supplemental In-Licensed Third Party IP outside the Field if (i) such rights outside the Field are limited specifically to non-genetically modified bacteriophages and, (ii) [*****] provides [*****] with thirty days notice prior to execution of any such exclusive rights to Supplemental In-Licensed Third Party IP. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell Ampliphi or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Ampliphi Products, Fibrocell Ampliphi shall use commercially reasonable efforts to ensure that Fibrocell Ampliphi will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell Ampliphi under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell Ampliphi or shall disclose in writing to Fibrocell Ampliphi all of such terms and conditions that are applicable to FibrocellAmpliphi. Fibrocell Ampliphi shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell Ampliphi as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) [*****] shall obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (d) For any Third Party license under which Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts to ensure that Fibrocell will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell or shall disclose in writing to Fibrocell all of such terms and conditions that are applicable to Fibrocell. Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) [*****] shall obtain obtain, [*****] ], any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic identify and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program characterize human antibodies (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, expressing monoclonal antibodies from cloned cells or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts antibodies for purposes of therapy in the Fieldtherapy) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining obtaining, [*****] ], any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Synthetic Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Synthetic Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c3.8(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP IP, [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field Field, [*****] ], provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. For purposes of clarity, the foregoing requirement shall not restrict [*****] ability with respect to licensing intellectual property owned by a Third Party that is not required in order for [*****] to lawfully make, use, sell, offer for sale, or import Synthetic Products. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell Synthetic or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Synthetic Products, Fibrocell Synthetic shall use commercially reasonable efforts to ensure that Fibrocell Synthetic will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell Synthetic under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell Synthetic or shall disclose in writing to Fibrocell Synthetic all of such terms and conditions that are applicable to FibrocellSynthetic. Fibrocell Synthetic shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell Synthetic as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (aI) [*****] shall obtain [*****] deems necessary for a license or other rights or to incur an obligation to make payments to any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary return for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such noticePatent Rights and other intellectual property rights necessary or useful to make or have made Collaboration Product in any country in the Territory, for subsequent use, sale or other exploitation or transfer of physical possession of or title in a Collaboration Product in the Territory. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed incorporate Third Party IP payments made to any Third Party within the [*****]. For the avoidance of doubt] as set forth in Exhibit B, provided however that prior to entering into any such agreement, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [***] a summary of the subject matter of the proposed license and the proposed financial terms and consider in good faith any comments or suggestions [**] comments thereto may timely provide in relation thereto. In the event that ViaCell becomes aware of any Third Party intellectual property rights that ViaCell believes in good faith. To faith would be necessary or useful in connection with the extent that manufacturing or Commercialization of Collaboration Products, ViaCell shall identify such Third Party intellectual property rights to Amgen and the parties shall discuss in good faith whether obtaining a license would be beneficial. (II) [***] deems necessary for a license or other rights or to incur an obligation to make payments to any Third Parties in return for a license to Third Party Patent Rights and other intellectual property rights necessary or useful to make or have made Cell Therapy Product(s) in any country in the Territory, for subsequent use, sale or other exploitation or transfer of physical possession of or title in a Cell Therapy Product in the Territory. [**] obtains a license under Supplemental In-Licensed shall have the right to incorporate Third Party IP, payments made to any Third Party within the [***] as set forth in Exhibit B, provided however that prior to entering into any such agreement, [**] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [***] a summary of the subject matter of the proposed license and the proposed financial terms and consider in good faith any comments or suggestions [**] acquires may timely provide in relation thereto. In the event that Amgen becomes aware of any Third Party intellectual property rights under any In-Licensed Program IP outside that Amgen believes in good faith would be necessary or useful in connection with the Fieldmanufacturing or future Commercialization of Cell Therapy Products, it will do so on Amgen shall identify such Third Party intellectual property rights to ViaCell and the Parties shall discuss in good faith whether obtaining a non-exclusive basis unless it obtains license would be beneficial. Notwithstanding the foregoing, ViaCell may not obtain a license to Third Party Patent Rights to make or have made a Cell Therapy Product without the prior written consent of Amgen if the license requires ViaCell to pay, on a product-by-product basis a percentage-based royalty that exceeds (A) [*****] or (B) together with all other percentage-based royalties owed to Third Parties for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely make or have made such Cell Therapy Products entered into by ViaCell without Amgen's prior written consent, [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts to ensure that Fibrocell will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell or shall disclose in writing to Fibrocell all of such terms and conditions that are applicable to Fibrocell. Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) If ARS determines, in its reasonable judgment (subject to subpart b below), that the intellectual property rights of a third party are necessary for the practice of any AEGIS Technology in accordance with this License Agreement, then the royalty and milestone amounts owed to AEGIS hereunder for Exploiting the AEGIS Technology in the country (or countries) where such third party intellectual property rights are enforceable shall be subject to a credit reduction in an amount equal to [*****] of the amount of any payments that ARS (or any of its sublicensees) pays such third party to use such third party intellectual property rights; provided, no payment to AEGIS shall obtain be reduced by more than [*****] of the amount payable before any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic reductions or credits (although any unused excess credit may be carried forward and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”applied against future payments). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In If AEGIS disputes ARS’s determination under Section 4.4.6 (a) that the event that either Party desires technology, and/or a license to license from a Third Party intellectual property rights, of such third party is necessary for the practice of any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IPAEGIS Technology in accordance with this License Agreement, AEGIS may submit such dispute to an independent third party arbiter, mutually agreed to by the Parties, such Party shall so notify the other Partyagreement not to be unreasonably withheld, delayed, or conditioned, and the IPC shall discuss such In-Licensed Program IP and its applicability arbiter to the Fibrocell Products and to the Field. As provided above in Section 3.9(a), have at least [*****] experience in the biopharmaceutical industry overseeing drug development or patent law, who shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and determine within [*****] hereby covenants that it whether, in the absence of rights granted by such third party, the practice of any AEGIS Technology in accordance with this License Agreement would likely or actually infringe or misappropriate such third party’s intellectual property. Such arbiter’s determination shall not itself directly license be final and binding on the Parties, and any dispute with respect to such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but arbiter’s determination shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request submitted for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts to ensure that Fibrocell will have the ability, resolution pursuant to Section 10.4(h)10.2. Additionally, any determination of likely or actual infringement shall be deemed a determination that such license to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell or shall disclose in writing to Fibrocell all of such terms and conditions that are applicable to Fibrocell. Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other of a third party thereof within five (5) business daysis “necessary” for purposes of Section 4.4.6(a).

Third Party Licenses. (a) [*****] Intrexon shall obtain [*****] obtain, at its sole expense, any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program (but specifically excluding intellectual property directed to any processes specific target genes, cells lines or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Fieldgenetic transformation methodologies) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] Oragenics shall be solely responsible for obtaining [*****] obtaining, at its sole expense, any licenses from Third Parties that [*****] Oragenics determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Oragenics Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Oragenics Products and to the Field. As provided above in Section 3.9(a), [*****] Intrexon shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] Oragenics hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] Oragenics may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] Oragenics or its Affiliates or threatens to bring such action (solely to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment action jurisdiction) and, after written notice to [*****] Intrexon of such action, [*****] Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts to ensure that Fibrocell will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell or shall disclose in writing to Fibrocell all of such terms and conditions that are applicable to Fibrocell. Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.ninety

Third Party Licenses. (a) [*****] shall obtain obtain, [*****] ], any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary directed towards conditional in vivo expression for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program embedded bioreactors (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Fieldspecific effector molecules) (“Supplemental In-Licensed Required Third Party IP”). Other than with respect to Supplemental In-Licensed Required Third Party IP, [*****] shall be solely responsible for obtaining obtaining, [*****] ], any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Adeona Products (“Complementary In-Licensed Blocking Third Party IP”). Supplemental In-Licensed Required Third Party IP and Complementary In-Licensed Blocking Third Party IP are collectively referred to as “In-Licensed Program Third Party IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Required Third Party IP or Complementary In-Licensed Blocking Third Party IP, such Party shall so notify the other PartyParty in writing, and the IPC shall discuss such In-Licensed Program Third Party IP and its applicability to the Fibrocell Adeona Products and to the Field. As provided above in Section 3.9(a3.7(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Required Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Required Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Required Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] ]of such action, [*****] ]fails to obtain a license to such Supplemental In-Licensed Required Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Blocking Third Party IP, subject to Section 3.9(c3.7(c), [*****] ]shall have the right to pursue a license under Complementary In-Licensed Blocking Third Party IP IP, [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Blocking Third Party IP outside the Field Field, [*****] ], provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Blocking Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Blocking Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] Intrexon’s comments thereto in good faith. To the extent that [*****] Adeona obtains a license under Supplemental In-Licensed Required Third Party IP, [*****] Adeona shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Required Third Party IP to the IPC. If [*****] Adeona acquires rights under any In-Licensed Program Third Party IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] Intrexon for such license outside the Field to be exclusive. [*****] - redacted pursuant to a confidentiality request with the United States Securities and Exchange Commission Any Party that is pursuing a license to any In-Licensed Program Third Party IP with respect to the Field under this Section 3.9 3.7 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Required Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Blocking Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Required Third Party IP) shall be borne solely by treated [*****]. (d) For any Third Party license under which Fibrocell Adeona or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization commercialization of Fibrocell Adeona Products, Fibrocell Adeona shall use commercially reasonable efforts to ensure that Fibrocell Adeona will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell Adeona under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c3.7(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell Adeona or shall disclose in writing to Fibrocell Adeona all of such terms and conditions that are applicable to FibrocellAdeona. Fibrocell Adeona shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell Adeona as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) [*****] shall obtain be responsible for obtaining, at its sole expense, (i) intellectual property licenses directed to any specific target genes, genetic transformation methodologies, manufacturing cell lines, bioconversion processes, or intermediates thereof, or processes or methods for commercially manufacturing Target Products that [*****] any licenses from Third Parties that determines, in its own discretion, are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under the JSC established plans for the Fibroblast Program and (but specifically excluding ii) any intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Target Products, including licenses under Patents that may pertain to Target Products (collectively, “Complementary In-Licensed Third Party IP”). Accordingly, [*****] shall have no obligation to obtain Complementary In-Licensed Third Party IP or otherwise obtain license rights under any Complementary In-Licensed Third Party IP Controlled by any Third Party. Subject to the foregoing, [*****] may obtain, at its sole option and sole expense, any intellectual property licenses from Third Parties that [*****] determines may be desirable for the general practice of Intrexon’s platform areas and capabilities of the Intrexon Channel Technology (“Supplemental In-Licensed Third Party IP”). For clarity, Supplemental In-Licensed Third Party IP is not (and does not include) Complementary In-Licensed Third Party IP. Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Information or intellectual property from a Third Party IP or Complementary In-Licensed Third Party IPthat may be materially relevant to the Target Products, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its potential applicability to the Fibrocell Target Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental intellectual property of a Third Party that the IPC concludes is not Complementary In-Licensed Third Party IPIP but which the IPC reasonably concludes has a reasonable likelihood of being material to the Biofuels Program, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPCIPC for review and Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell NewCo or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Collaboration Products, Fibrocell NewCo shall use commercially reasonable efforts to ensure that Fibrocell NewCo will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell NewCo under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell NewCo or shall disclose in writing to Fibrocell NewCo all of such terms and conditions that are applicable to FibrocellNewCo. Fibrocell NewCo shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell NewCo as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) [*****] shall obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary directed towards the manufacture of gene constructs, vectors, transgenes, or methods for Intrexon to conduct altering or controlling genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program expression (but specifically excluding intellectual property directed to any processes stem cells or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any specific methods of treating humans, collecting or processing autologous stem cells, or delivering cells to humans with fibroblasts or administering fibroblasts for purposes of therapy in the Fieldtherapy) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell BioLife Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program Third Party IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program Third Party IP and its applicability to the Fibrocell BioLife Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c3.8(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program Third Party IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program Third Party IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell BioLife or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell BioLife Products, Fibrocell BioLife shall use commercially reasonable efforts to ensure that Fibrocell BioLife will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell BioLife under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell BioLife or shall disclose in writing to Fibrocell BioLife all of such terms and conditions that are applicable to FibrocellBioLife. Fibrocell BioLife shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell BioLife as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) [*****] shall obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Melioidosis Program (but specifically excluding intellectual property directed to any specific antibodies, methods of treatment or therapy, cell lines, active pharmaceutical ingredients, delivery or packaging methods or apparatuses, or processes or methods for harvesting, culturing, formulating, or otherwise commercially manufacturing Fibrocell Products or Improved Soligenix Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Soligenix Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Soligenix Products and to the Field. As provided above in Section 3.9(a3.8(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c3.8(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (d) For any Third Party license under which Fibrocell Soligenix or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Soligenix Products, Fibrocell Soligenix shall use commercially reasonable efforts to ensure that Fibrocell Soligenix will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell Soligenix under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any All such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell Soligenix or shall disclose in writing to Fibrocell Soligenix all of such terms and conditions that are applicable to FibrocellSoligenix. Fibrocell Soligenix shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell Soligenix as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) [*****] shall obtain [*****] obtain, at its sole expense, any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon [*****] to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program (but specifically excluding intellectual property directed to any processes specific target genes, cells lines or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Fieldgenetic transformation methodologies) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Oragenics Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Oragenics Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates or threatens to bring such action (solely to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment action jurisdiction) and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP IP, at [*****]] sole expense. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field Field, at [*****] sole expense, provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell Oragenics or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Oragenics Products, Fibrocell Oragenics shall use commercially reasonable efforts to ensure that Fibrocell Oragenics will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell Oragenics under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell Oragenics or shall disclose in writing to Fibrocell Oragenics all of such terms and conditions that are applicable to Fibrocell. Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentenceOragenics. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) [*****] ]shall obtain obtain, [*****] ], any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic identify and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program characterize human antibodies (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, expressing monoclonal antibodies from cloned cells or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts antibodies for purposes of therapy in the Fieldtherapy) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining obtaining, [*****] ], any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Synthetic Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Synthetic Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c3.8(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP IP, [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field Field, [*****] ], provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. For purposes of clarity, the foregoing requirement shall not restrict [*****]ability with respect to licensing intellectual property owned by a Third Party that is not required in order for [*****]to lawfully make, use, sell, offer for sale, or import Synthetic Products. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] ]in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] ]in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell Synthetic or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Synthetic Products, Fibrocell Synthetic shall use commercially reasonable efforts to ensure that Fibrocell Synthetic will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell Synthetic under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell Synthetic or shall disclose in writing to Fibrocell Synthetic all of such terms and conditions that are applicable to FibrocellSynthetic. Fibrocell Synthetic shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell Synthetic as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) [*****] Intrexon shall obtain [*****] obtain, at its sole expense, any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Bacteriophage Program (but specifically excluding intellectual property directed to any specific target genes, methods of treatment or therapy, cell lines, active pharmaceutical ingredients, delivery or packaging methods or apparatuses, or processes or methods for harvesting, culturing, formulating, or otherwise commercially manufacturing Fibrocell Products or Improved Ampliphi Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] Ampliphi shall be solely responsible for obtaining [*****] obtaining, at its sole expense, any licenses from Third Parties that [*****] Ampliphi determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Ampliphi Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Ampliphi Products and to the Field. As provided above in Section 3.9(a3.8(a), [*****] Intrexon shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] Ampliphi hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] Ampliphi may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] Ampliphi or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to [*****] Intrexon of such action, [*****] Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c3.8(c), [*****] Ampliphi shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]IP, at Ampliphi’s sole expense. For the avoidance of doubt, [*****] Intrexon may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] Field, at Intrexon’s sole expense, provided that if [*****] Intrexon decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange CommissionAmpliphi. (c) [*****] Ampliphi shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] Intrexon’s comments thereto in good faith. To the extent that [*****] Ampliphi obtains a license under Supplemental In-Licensed Third Party IP, [*****] Ampliphi shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] Ampliphi acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] Intrexon for such license outside the Field to be exclusive. Notwithstanding the foregoing sentence, Ampliphi shall have the right to acquire exclusive rights to Supplemental In-Licensed Third Party IP outside the Field if (i) such rights outside the Field are limited specifically to non-genetically modified bacteriophages and, (ii) Ampliphi provides Intrexon with thirty days notice prior to execution of any such exclusive rights to Supplemental In-Licensed Third Party IP. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****]Intrexon, and (ii) any costs incurred by [*****] Ampliphi in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]Ampliphi. (d) For any Third Party license under which Fibrocell Ampliphi or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Ampliphi Products, Fibrocell Ampliphi shall use commercially reasonable efforts to ensure that Fibrocell Ampliphi will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell Ampliphi under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell Ampliphi or shall disclose in writing to Fibrocell Ampliphi all of such terms and conditions that are applicable to FibrocellAmpliphi. Fibrocell Ampliphi shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell Ampliphi as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) [*****] shall obtain [*****] any licenses Takeda understands and acknowledges that certain rights contained within the Affymax Technology have been licensed to Affymax from certain Third Parties pursuant to those license agreements entered into as of the Effective Date and set forth in Exhibit I (the “Existing Third Party License Agreements”) and that Takeda’s rights under such Affymax Technology are required subject to the following terms and conditions set forth in order such agreements: (i) [ * ] Nektar Agreement, which provides that [ * ] (including without limitation [ * ] granted to practice Takeda under this Agreement) shall [ * ], and (ii) [ * ] Nektar Agreement, which provides that the Intrexon Channel Technology terms [ * ] the terms and conditions [ * ] Promptly after the Effective Date, Affymax shall use commercially reasonable efforts to request [ * ] that, in the event that [ * ] (other than [ * ] this Agreement), Affymax shall be entitled to receive [ * ] for [ * ] contemplated hereunder, provided that in no event shall the failure [ * ] commercially reasonable efforts [ * ]. Affymax shall allow and fully cooperate with Takeda in connection with [ * ]; if Affymax fails to [ * ] within a reasonable time, then Takeda upon reasonable advance written notice to Affymax, may [ * ]. The foregoing provision of this Section 6.7(a) shall apply mutatis mutandis to the situation where the [ * ] is actually terminated for any reason and both Parties need a license under the [ * ] for the purpose of this Agreement. Affymax shall, during the Term, maintain the Third Party License Agreements in full force and effect and shall not amend or modify such Third Party License Agreements in a manner that would reasonably be expected to have an adverse affect on Takeda’s rights and obligations hereunder and Takeda’s efforts to Develop and Commercialize the Product in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”Territory. (b) In the event that either a Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue believes that a license under Supplemental In-Licensed certain Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not technology would be obligated to) obtain such a license directly if the Third Party owner necessary or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP useful with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed Development and Commercialization of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts to ensure that Fibrocell will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth Product in the applicable upstream license agreementLicensed Territory, subject then such Party shall notify the JSC. The Parties, working through the JSC, shall cooperate to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of obtain any such upstream license agreements to Fibrocell or shall disclose in writing to Fibrocell all of licenses under such terms and conditions that are applicable to Fibrocellas may be authorized by the JSC. Fibrocell Any acquisition or license agreement entered into by the Parties in accordance with this Section 6.7(b) shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from hereinafter called a “Future Third Party concerning activities License Agreement.” The effects of a payments made under Future Third Party taken License Agreements on royalties payable hereunder are described in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business daysSection 8.6(b).

Third Party Licenses. (a) [*****] shall obtain obtain, [*****] ], any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Collaboration Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining obtaining, [*****] ], any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Collaboration Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Collaboration Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP IP, [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field Field, [*****] ], provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Collaboration Products, Fibrocell shall use commercially reasonable efforts to ensure that Fibrocell will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell or shall disclose in writing to Fibrocell all of such terms and conditions that are applicable to Fibrocell. Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party Party thereof within five (5) business days.

Third Party Licenses. (a) [*****] shall obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Probiotics Program (but specifically excluding intellectual property directed to any processes specific target genes, cells lines or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Fieldgenetic transformation methodologies) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Oragenics Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Oragenics Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates or threatens to bring such action (solely to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment action jurisdiction) and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP IP, at [*****]] sole expense. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field Field, at [*****] sole expense, provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] Intrexon’s comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell Oragenics or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Oragenics Products, Fibrocell Oragenics shall use commercially reasonable efforts to ensure that Fibrocell Oragenics will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell Oragenics under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell Oragenics or shall disclose in writing to Fibrocell Oragenics all of such terms and conditions that are applicable to FibrocellOragenics. Fibrocell Oragenics shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell Oragenics as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) [shall obtain, *****] shall obtain [*****] , any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon **** to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program (but specifically excluding intellectual property directed to any processes or methods specific target genes selected by the JSC for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in inclusion into the FieldUniversal Cell Line) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] * shall be solely responsible for obtaining [obtaining, *****] , any licenses from Third Parties that [*****] * determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Collaboration Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Collaboration Products and to the Field. As provided above in Section 3.9(a3.8(a), [*****] * shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] * hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] * may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] * or its Affiliates or threatens to bring such action (including, without limitation, if such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to [*****] * of such action, [*****] * fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c3.8(c), [*****] * shall have the right to pursue a license under Complementary In-Licensed Third Party IP [IP, at *****]* sole expense. For the avoidance of doubt, [*****] * may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [Field, at *****] * sole expense, provided that if [*****] * decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] * comments thereto in good faith. To the extent that [*****] * obtains a license under Supplemental In-Licensed Third Party IP, [**** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. **] ** shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] * acquires rights under any Supplemental In-Licensed Third Party Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] * in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] * in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell **** or its Affiliates who are wholly-owned subsidiaries of **** obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Collaboration Products, Fibrocell **** shall use commercially reasonable efforts to ensure that Fibrocell **** will have the ability, pursuant to Section 10.4(h)the extent required by ****, to assign such agreement to Intrexon **** or grant a sublicense to Intrexon **** thereunder (having the scope set forth in Section 10.4(h)****). (e) The licenses granted to Fibrocell Histogenics under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell Histogenics or shall disclose in writing to Fibrocell Histogenics all of such terms and conditions that are applicable to FibrocellHistogenics, in each case prior to or on the date on which the sublicense takes effect. Fibrocell Histogenics shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell Histogenics as provided in the preceding sentence. (f) If either Party receives written notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party Party thereof within five (5) business days.

Third Party Licenses. (a) [*****] shall obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Probiotics Program (but specifically excluding intellectual property directed to any processes specific target genes, cells lines or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Fieldgenetic transformation methodologies) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Oragenics Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Oragenics Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates or threatens to bring such action (solely to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment action jurisdiction) and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP IP, at [*****]] sole expense. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. IP outside the Field, at [*****] sole expense, provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] Intrexon’s comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell Oragenics or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Oragenics Products, Fibrocell Oragenics shall use commercially reasonable efforts to ensure that Fibrocell Oragenics will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell Oragenics under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell Oragenics or shall disclose in writing to Fibrocell Oragenics all of such terms and conditions that are applicable to FibrocellOragenics. Fibrocell Oragenics shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell Oragenics as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

Third Party Licenses. (ai) If NVS reasonably determines that rights to a Third Party’s Intellectual Property Rights are [***] in connection with the Development, Manufacture or Commercialization of a Candidate or Product, then NVS will have the right to enter into a Third Party License in order to permit such Development, Manufacture or Commercialization. Notwithstanding the foregoing, where NVS reasonably determines that rights to a Third Party’s Patent Rights or Third Party Know-How are [***] for NVS to practice the HMI Platform Technology in accordance with the licenses granted to NVS pursuant to Section 4.1 (License Grants to NVS) (such Third Party Patent Rights “HMI Necessary Rights”), NVS will first provide HMI with written notice of any such Third Party License that it intends to enter, and HMI will have the right to enter into such Third Party License itself within [***] of HMI’s receipt of such notice on terms and conditions determined by HMI with HMI responsible for all costs and expenses incurred in connection with securing any such license. If HMI fails to enter into any such Third Party License within such [***] period, then will NVS have the right to enter into any such Third Party License itself. If NVS does enter into such Third Party License in accordance with this paragraph, then NVS may determine the terms and conditions of any such Third Party License and subject to this remainder of this Section 11.7.2(c) (Third Party Licenses), will be responsible for all costs and expenses incurred in connection with securing any such license. (ii) Subject to Section 11.7.3 (Cumulative Effect of Royalty Reductions), the amount of any Royalties due to HMI pursuant to Section 11.7.1 (Royalty Rates) with respect to the applicable Product in such country during such Calendar Quarter will be reduced, on a Product-by-Product and country-by-country basis, by an amount equal to: (A) [*****] shall obtain [*****] ]% of any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program (but specifically excluding intellectual property directed royalty or other payments paid by NVS or its Affiliates pursuant to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field(1) (“Supplemental In-Licensed Third Party IP”). Other than License entered into by NVS or its Affiliates for; or (2) Third Party Infringement Losses incurred by or on behalf of NVS and its Affiliates with respect to Supplemental any Product (excluding In-Licensed Third Party IPVivo SCD Products in the U.S.) for in each of (1) and (2), [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, HMI Necessary Rights with respect to a Product in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”.the applicable country; and (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (cB) [*****] shall provide the proposed terms ]% of any license under Complementary royalty or other payments paid by NVS or its Affiliates pursuant to any (1) other Third Party License entered into by NVS or its Affiliates with respect to such Product in such country or (2) Third Party Infringement Losses incurred by or on behalf of NVS or its Affiliates with respect to any Product (excluding In-Licensed Third Party IP Vivo SCD Products in the U.S.), in each of (1) and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing(2), and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP other than with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]HMI Necessary Rights. (diii) For Notwithstanding anything to the contrary in this Agreement, HMI shall remain solely responsible for the payment of any royalty, milestone, and other payment obligations, if any, due to Third Parties in connection with any HMI Licensed Technology or Third Party license under which Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts to ensure Licenses that Fibrocell will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (eA) The licenses granted to Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one HMI or more Third Parties. Any such sublicenses are subject its Affiliates and is sublicensed to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell or shall disclose in writing to Fibrocell all of such terms and conditions that are applicable to Fibrocell. Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations NVS under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents (B) relates to covenants or other intellectual property rights owned obligations agreed by HMI or controlled by that its Affiliates prior to the Effective Date with any Third PartyParty relating to any HMI Licensed Technology or any Candidate or Product, (collectively, the receiving “HMI Third Party Obligations”), including pursuant to the COH License and the Caltech License. All such payments in respect of the HMI Third Party Obligations shall inform be made promptly by HMI in accordance with the other party thereof within five (5) business daysterms of the applicable Third Party License.

Third Party Licenses. If the Exploitation of Licensed Product by Salix, its Sublicensees or any of its or their respective Affiliates hereunder infringes or misappropriates any Patent or other intellectual property right of a Third Party in the Territory, such that Salix, its Sublicensees or any of its or their respective Affiliates cannot Exploit the Licensed Product in the Territory as permitted hereunder without infringing the Patent or intellectual property right of such Third Party, then Salix (or its Sublicensees or any of its or their respective Affiliates) shall have the first right, but not the obligation, to take the lead in negotiating the terms of an appropriate license from such Third Party, provided that if Salix (or its Sublicensees or any of its or their respective Affiliates) does not take such lead, then Lupin may do so; provided further, that the negotiating Party shall obtain the written consent of such other Party prior to entering into any such license, such consent not to be unreasonably withheld or delayed. Irrespective of the Party that actually obtains such license, Salix shall be entitled to deduct from royalties it would otherwise owe to Lupin pursuant to Section 7.2 an amount equal to the lesser of (a) [*] ****] shall obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic Confidential treatment requested; certain information omitted and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. SEC. percent (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version ]%) of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version amount of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by (A) [*] (including [***]), (B) [*] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by (including [****]), and (C) [*], in each case ((A), (B) and (C)) due under any such license and (ii) any costs incurred by [****], in each case ((i) and (ii)) to the extent payable to such Third Party in consideration for rights [*] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*] percent ([*]%) of the amount of [*] such [*] percent ([*]%) amount to be [*]; provided that, notwithstanding the foregoing, Salix shall have no right to any such deduction with respect to [*]. (d) For any Third Party license under which Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts to ensure that Fibrocell will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell or shall disclose in writing to Fibrocell all of such terms and conditions that are applicable to Fibrocell. Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. If the Exploitation of Licensed Product by Salix, its Sublicensees or any of its or their respective Affiliates hereunder infringes or misappropriates any Patent or other intellectual property right of a Third Party, such that Salix, its Sublicensees or any of its or their respective Affiliates cannot Exploit the Licensed Product as permitted hereunder without infringing the Patent or intellectual property right of such Third Party, then Salix (or its Sublicensees or any of its or their respective Affiliates) shall have the first right, but not the obligation, to take the lead in negotiating the terms of an appropriate license from such Third Party, provided that if Salix (or its Sublicensees or any of its or their respective Affiliates) does not take such lead, then Lupin may do so; provided further, that the negotiating Party shall obtain the written consent of such other Party prior to entering into any such license, such consent not to be unreasonably withheld or delayed. Irrespective of the Party that actually obtains such license, Salix shall be entitled to deduct from royalties and other amounts it would otherwise owe to Lupin pursuant to Section 7.2 or 7.3 following the date after the Party obtains such license an amount equal to the lesser of (a) [*****] shall obtain percent ([*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field]%) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act amount of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by (A) [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by ], (B) [*****], and (C) [*], in each case ((A), (B) and (C)) due under any such license and (ii) any costs incurred by [****], in each case ((i) and (ii)) to the extent payable to such Third Party in consideration for rights [*] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*] percent ([*]%) of the amount of [*], with any excess beyond such [*] percent ([*]%) amount to be [*]; provided that, notwithstanding the foregoing, Salix shall have no right to any such deduction with respect to [*]. (d) For any Third Party license under which Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts to ensure that Fibrocell will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell or shall disclose in writing to Fibrocell all of such terms and conditions that are applicable to Fibrocell. Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) If ARS determines, in its reasonable judgment (subject to subpart b below), that the intellectual property rights of a third party are necessary for the practice of any AEGIS Technology in accordance with this License Agreement, then the royalty and milestone amounts owed to AEGIS hereunder for Exploiting the AEGIS Technology in the country (or countries) where such third party intellectual property rights are enforceable shall be subject to a credit reduction in an amount equal to [*****] of the amount of any payments that ARS (or any of its sublicensees) pays such third party to use such third party intellectual property rights; provided, no payment to AEGIS shall obtain be reduced by more than [*****] of the amount payable before any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic reductions or credits (although any unused excess credit may be carried forward and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”applied against future payments). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In If AEGIS disputes ARS’s determination under Section 4.4.6(a) that the event that either Party desires technology, and/or a license to license from a Third Party intellectual property rights, of such third party is necessary for the practice of any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IPAEGIS Technology in accordance with this License Agreement, AEGIS may submit such dispute to an independent third party arbiter, mutually agreed to by the Parties, such Party shall so notify the other Partyagreement not to be unreasonably withheld, delayed, or conditioned, and the IPC shall discuss such In-Licensed Program IP and its applicability arbiter to the Fibrocell Products and to the Field. As provided above in Section 3.9(a), have at least [*****] experience in the biopharmaceutical industry overseeing drug development or patent law, who shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and determine within [*****] hereby covenants that it whether, in the absence of rights granted by such third party, the practice of any AEGIS Technology in accordance with this License Agreement would likely or actually infringe or misappropriate such third party’s intellectual property. Such arbiter’s determination shall not itself directly license be final and binding on the Parties, and any dispute with respect to such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but arbiter’s determination shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request submitted for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts to ensure that Fibrocell will have the ability, resolution pursuant to Section 10.4(h)10.2. Additionally, any determination of likely or actual infringement shall be deemed a determination that such license to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell or shall disclose in writing to Fibrocell all of such terms and conditions that are applicable to Fibrocell. Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other of a third party thereof within five (5) business daysis “necessary” for purposes of Section 4.4.6(a).

Third Party Licenses. (a) [*****] shall obtain obtain, [*****] ], any licenses from Third Parties that are required in order to practice the Intrexon EGI Channel Technology in the Field where the licensed intellectual property is reasonably necessary directed towards the manufacture of gene constructs, genetic transformation, methods for Intrexon to conduct altering or controlling genetic and expression, or cell engineering and related analytic activities under JSC established plans for the Fibroblast Program lines (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Fieldspecific Lantibiotic) (“Supplemental In-Licensed [*****] Third Party IP”). Other than with respect to Supplemental In-Licensed [*****] Third Party IP, [*****] shall be solely responsible for obtaining [*****] obtaining, at its sole expense, any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Oragenics Products (“Complementary In-Licensed [*****] Third Party IP”). Supplemental In-Licensed [*****] Third Party IP and Complementary In-[*****] Licensed Third Party IP are collectively referred to as “In-Licensed Program Third Party IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed [*****] Third Party IP or Complementary In-Oragenics Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program Third Party IP and its applicability to the Fibrocell Oragenics Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed [*****] Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed [*****] Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed [*****] Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed [*****] Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed [*****] Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]] Third Party IP, at [*****] sole expense. For the avoidance of doubt, [*****] EGI may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] Third Party IP outside the Field, at [*****] sole expense, provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed [*****] Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed [*****] Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed [*****] Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed [*****] Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program Third Party IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] EGI for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program Third Party IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by EGI in obtaining and maintaining licenses to [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed [*****] Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed [*****] Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell Oragenics or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Oragenics Products, Fibrocell Oragenics shall use commercially reasonable efforts to ensure that Fibrocell Oragenics will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon EGI or grant a sublicense to Intrexon EGI thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell Oragenics under Section 3.1 may include sublicenses under Intrexon EGI IP that has been licensed to Intrexon EGI by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon EGI shall either provide unredacted copies of such upstream license agreements to Fibrocell Oragenics or shall disclose in writing to Fibrocell Oragenics all of such terms and conditions that are applicable to FibrocellOragenics. Fibrocell Oragenics shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell Oragenics as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) [*****] shall obtain [*****] any licenses During the Term, the Parties may determine that planned activities or Licensed Product features under this Agreement with respect to Licensed Products in the Shared Territory may require or benefit from a license under additional Patents or Know-How of Third Parties that are required in order to practice is necessary or reasonably useful for the Intrexon Channel Technology Exploitation of a Licensed Product in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy use in the Field) Shared Territory (each, a “Supplemental In-Licensed Third Party IPLicense”). Other than with respect If a Party plans to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from take a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IPLicense, such Party it shall so promptly notify the other Party, and the IPC Parties shall discuss in good faith, via the JSC, whether to negotiate with such In-Licensed Program IP Third Party for such Third Party License. (b) If the JSC determines to negotiate with such Third Party for a Third Party License, then the JSC shall determine the Party primarily responsible for negotiations with such Third Party with respect to a Third Party License for the Shared Territory. The Party responsible for negotiating a Third Party License will keep the JSC reasonably informed of the negotiation and its applicability submit the terms of the draft Third Party License to the Fibrocell Products JSC for review and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commissionapproval. (c) [***]. (d) Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that [**] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider be included in [*****] comments thereto in good faith. To the extent that and subject to [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (de) For If a Single Commercialization Party for a Single Party Region reasonably determines that a Third Party License is necessary or useful for the Exploitation of the Licensed Product in such Single Party Region, it shall promptly notify the JSC in writing. The Single Commercialization Party shall have the right to negotiate, and will be responsible for the negotiations with any Third Party license under which Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the developmentfor, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts to ensure that Fibrocell will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell or shall disclose in writing to Fibrocell all of such terms and conditions that are applicable to Fibrocell. Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities License for a Licensed Product in the Field solely for a Single Party Region and shall keep the other Party informed of any such Third Party license. If the JSC determines that such Third Party License is desirable for the Exploitation of a Licensed Product in both a Single Party taken Region and any country in conjunction the Shared Territory, then the JSC shall determine the Party primarily responsible for negotiations with performance such Third Party with respect to such Third Party License. The Party responsible for negotiating such Third Party License will keep the JSC reasonably informed of obligations under this Agreement, which notice alleges infringement by a the negotiation and submit the terms of the draft Third Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, License to the receiving Party shall inform the other party thereof within five (5) business daysJSC for review and approval.

Third Party Licenses. (a) [*****] shall obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Bacteriophage Program (but specifically excluding intellectual property directed to any specific target genes, methods of treatment or therapy, cell lines, active pharmaceutical ingredients, delivery or packaging methods or apparatuses, or processes or methods for harvesting, culturing, formulating, or otherwise commercially manufacturing Fibrocell Products or Improved Ampliphi Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Ampliphi Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Ampliphi Products and to the Field. As provided above in Section 3.9(a3.8(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c3.8(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Notwithstanding the foregoing sentence, [*****] shall have the right to acquire exclusive rights to Supplemental In-Licensed Third Party IP outside the Field if (i) such rights outside the Field are limited specifically to non-genetically modified bacteriophages and, (ii) [*****] provides [*****] with thirty days notice prior to execution of any such exclusive rights to Supplemental In-Licensed Third Party IP. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell Ampliphi or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Ampliphi Products, Fibrocell Ampliphi shall use commercially reasonable efforts to ensure that Fibrocell Ampliphi will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell Ampliphi under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell Ampliphi or shall disclose in writing to Fibrocell Ampliphi all of such terms and conditions that are applicable to FibrocellAmpliphi. Fibrocell Ampliphi shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell Ampliphi as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) [*****] shall If Bausch Health or its Affiliates or sublicensees are subject to any claim or proceeding (including an Infringement Claim) and Bausch Health (after consultation with Eyenovia) in good faith reasonably believes that it is necessary to obtain [*****] a license under any licenses from Patent Rights or Know-How of a Third Parties Party that are required in order to practice would be infringed or be deemed misappropriated or otherwise violated by the Intrexon Channel Technology Development, Manufacture, or Commercialization of the Licensed Products in the Licensed Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) Licensed Territory (“Supplemental In-Licensed including as a result of a decision by the applicable court or arbiter that such Third Party IPIntellectual Property Rights have been infringed), then Bausch Health shall have the right to negotiate and execute a license agreement (a “Third Party License”). Other than with respect to Supplemental In-Licensed The mere existence of a claim or proceeding alone shall not constitute the basis for a good faith, reasonable belief of Bausch Health that such Third Party IPLicense is required; provided that Bausch Health may consider, [*****] shall be solely responsible for among other things, the merits of such claim and/or the relative economic benefit of pursuing a proceeding or obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”a license. (b) In Without limiting Bausch Health’s rights under Article IX and notwithstanding any other provision of this Agreement, Bausch Health shall be entitled to deduct up to [ ] ([ ]%]) of the damages, royalties, milestone payments, or other payments paid or payable to such Third Party in respect of such claim or proceeding or pursuant to such Third Party License from the royalties and milestone payments payable by Bausch Health to Eyenovia hereunder; provided that, in no event that either shall any royalties, milestone payments or other payments payable by Bausch Health to Eyenovia hereunder be reduced by more than [ ] ([ ]%) (the “Floor”). Notwithstanding the foregoing sentence, the Floor shall not apply to the extent such damages, royalties, milestone payments, or other payments paid or payable to such Third Party desires in respect of such claim or proceeding or pursuant to license from such Third Party License relate to Patent Rights or Know-How of a Third Party any Supplemental In-Licensed that would be infringed or be deemed misappropriated or otherwise violated by the Development, Manufacture, or Commercialization of the Device itself, [ ]. Any damages, royalties, milestone payments, or other payments paid or payable to such Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall which cannot be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities deducted in this regard accordance with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] 6.6 in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP a given Calendar Quarter shall be borne solely by [*****], carried forward and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) Bausch Health shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific entitled to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts deduct such amounts from payments to ensure that Fibrocell will have the ability, pursuant to Eyenovia in future Calendar Quarters in accordance with this Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)6.6(b). (e) The licenses granted to Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell or shall disclose in writing to Fibrocell all of such terms and conditions that are applicable to Fibrocell. Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) [*****] shall obtain obtain, [*****] ], any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where to the licensed intellectual property is extent reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Collaborative Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, cell lines, active pharmaceutical ingredients or chemical intermediates thereof, or processes or methods for harvesting, culturing, formulating, or otherwise commercially manufacturing Fibrocell Collaboration Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy and animals in the Field) Field (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining obtaining, [*****] ], any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Collaboration Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Collaborative Program and/or the development and Commercialization of Collaboration Products and to for use in the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license to rights under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself during the Term directly license such Supplemental In-Licensed Third Party IP at any time; provided, provided that that, [*****] may shall have the right (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates or threatens to bring such action and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under any Complementary In-Licensed Third Party IP IP, at [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP to use with any product that is not a Collaboration Product and/or for use outside the Field Field, at [*****] provided that ]; provided, that, if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP; provided, that, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts to ensure that Fibrocell will have the ability, pursuant sole right to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms negotiate and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license execute agreements to Fibrocell or shall disclose in writing to Fibrocell all of such terms and conditions that are applicable to Fibrocell. Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.such

Third Party Licenses. (a) [*****] shall obtain obtain, [*****] ], any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Ophthalmic Program (but specifically excluding intellectual property directed to any specific target genes, methods of treatment or therapy, cell lines, active pharmaceutical ingredients, delivery or packaging methods or apparatuses, or processes or methods for harvesting, culturing, formulating, or otherwise commercially manufacturing Fibrocell Products or Improved JV Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining obtaining, [*****] ], any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell JV Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party Program IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell JV Products and to the Field. As provided above in Section 3.9(a3.8(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c3.8(c), [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP IP, [*****]. ] For the avoidance of doubt, [*****] may at any time obtain a direct license from the Third Party under Complementary In-Licensed Third Party IP for use outside the Field Field, [*****] ], provided that if [*****] decides to seek to obtain such a license, it shall notify the JSC of such, shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by , and shall ensure that any license obtained from such licensing activities does not conflict with the rights granted to [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange CommissionAgreement. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred Portions herein identified by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts to ensure that Fibrocell will have the ability, been omitted pursuant to Section 10.4(h)a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that as amended. A complete copy of this document has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to filed separately with the terms Securities and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell or shall disclose in writing to Fibrocell all of such terms and conditions that are applicable to Fibrocell. Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentenceExchange Commission. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) [*****] shall obtain obtain, [*****] ], any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where to the licensed intellectual property is extent reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast OPC Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, cell lines, active pharmaceutical ingredients or chemical intermediates thereof, or processes or methods for harvesting, culturing, formulating, or otherwise commercially manufacturing Fibrocell Collaboration Products or Improved Products, or to any methods of treating humans with fibroblasts OPCs or administering fibroblasts for purposes of therapy OPC derived cells in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining obtaining, [*****] ], any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Collaboration Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell OPC Program and/or the development and Commercialization of Collaboration Products and to for use in the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license to rights under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself during the Term directly license such Supplemental In-Licensed Third Party IP at any time; provided, provided that that, [*****] may shall have the right (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates or threatens to bring such action and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under any Complementary In-Licensed Third Party IP IP, at [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP to use with any product that is not a Collaboration Product and/or for use outside the Field Field, at [*****] provided that ]; provided, that, if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts to ensure that Fibrocell will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell or shall disclose in writing to Fibrocell all of such terms and conditions that are applicable to Fibrocell. Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (aI) [*****] shall obtain [*****] deems necessary for a license or other rights or to incur an obligation to make payments to any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary return for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such noticePatent Rights and other intellectual property rights necessary or useful to make or have made Collaboration Product in any country in the Territory, for subsequent use, sale or other exploitation or transfer of physical possession of or title in a Collaboration Product in the Territory. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] shall have the right to pursue a license under Complementary In-Licensed incorporate Third Party IP payments made to any Third Party within the [*****]. For the avoidance of doubt] as set forth in Exhibit B, provided however that prior to entering into any such agreement, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [***] a summary of the subject matter of the proposed license and the proposed financial terms and consider in good faith any comments or suggestions [**] comments thereto may timely provide in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating relation thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (dII) For [**] deems necessary for a license or other rights or to incur an obligation to make payments to any Third Party license under which Fibrocell or its Affiliates obtain Parties in return for a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts to ensure that Fibrocell will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell or shall disclose in writing to Fibrocell all of such terms and conditions that are applicable to Fibrocell. Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or Patent Rights and other intellectual property rights owned necessary or controlled useful to make or have made Cell Therapy Product(s) in any country in the Territory, for subsequent use, sale or other exploitation or transfer of physical possession of or title in a Cell Therapy Product in the Territory. [**] shall have the right to incorporate Third Party payments made to any Third Party within the [**] as set forth in Exhibit B, provided however that prior to entering into any such agreement, [**] shall provide to [**] a summary of the subject matter of the proposed license and the proposed financial terms and consider in good faith any comments or suggestions [**] may timely provide in relation thereto. [**]. Notwithstanding the foregoing, ViaCell may not obtain a license to Third Party Patent Rights to make or have made a Cell Therapy Product without the prior written consent of Amgen if the license requires ViaCell to pay, on a product-by-product basis a percentage-based royalty that exceeds (A) [**] or (B) together with all other percentage-based royalties owed to Third Parties for licenses to make or have made such Cell Therapy Products entered into by that Third PartyViaCell without Amgen's prior written consent, the receiving Party shall inform the other party thereof within five (5) business days[**].

Third Party Licenses. (a) [*****] shall obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program (but specifically excluding intellectual property directed to any processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] any licenses from Third Parties that [*****] If Biodel determines, in its sole discretionreasonable judgment (subject to subpart (b) below), that the intellectual property rights of a third party are required necessary for the practice of any Aegis Technology in order accordance with this License Agreement, then, notwithstanding any other remedy that may be available to lawfully makeBiodel under any other provision of this Agreement, usethe royalty and milestone amounts owed to Aegis hereunder for Exploiting the Aegis Technology in the country (or countries) where such third party intellectual property rights are enforceable shall be subject to a credit reduction in an amount equal to [**] percent ([**]%) of the amount of any payments that Biodel (or any of its sublicensees) pays such third party to use such third party intellectual property rights; provided, sell, offer for sale, no payment to Aegis shall be reduced by more than [**] percent ([**]%) of the amount payable before any reductions or import Fibrocell Products credits (“Complementary In-Licensed Third Party IP”although any unused excess credit may be carried forward and applied against future payments). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In If Aegis disputes a credit reduction proposed or taken by Biodel pursuant to Section 5.3.7(a) based on Aegis’ determination that the event that either Party desires technology, and/or a license to license from a Third Party intellectual property rights, of such third party is not necessary for the practice of any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IPAegis Technology in accordance with this License Agreement, Aegis may submit the issue of such credit reduction to an independent third party arbiter, mutually agreed to by the Parties, such Party shall so notify the other Partyagreement not to be unreasonably withheld, delayed, or conditioned, and such arbiter to have at least ten (10) years' experience in the IPC biopharmaceutical industry overseeing drug development or patent law, who shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Products and to the Field. As provided above in Section 3.9(a), determine within [*****] shall have days whether, in the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IPabsence of rights granted by such third party, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion practice of any Complementary In-Licensed Third Party IP, subject Aegis Technology in accordance with this License Agreement would likely or actually infringe or misappropriate such third party’s intellectual property. Such arbiter’s determination shall be final and binding on the Parties with regard to Section 3.9(c), [*****] shall have the right credit reduction otherwise available to pursue a license under Complementary In-Licensed Third Party IP [*****]. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field [*****] provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted Biodel pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commissionsection 5.3.7(a). (c) [*****] In connection with any third party intellectual property rights described in Section 5.3.7(a), the parties shall provide cooperate with one another in good faith and in alignment with each parties interests in connection with the proposed negotiation and implementation of any related license(s) from one or more third parties; provided, however, that the parties understand and agree that Aegis shall have the first right to enter into any such license(s) and to determine the terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPClicense(s). If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining Aegis fails to secure a license from a third party, with the right to sublicense to Biodel pursuant to the terms of this License Agreement and maintaining licenses there is no pending litigation or arbitration between Aegis and such third party to Supplemental In-Licensed Third Party IP shall be borne solely by [*****]resolve the claims, and or (ii) any costs incurred Biodel becomes subject to a proceeding in a court of competent jurisdiction in which a third party seeks to enjoin the sale of Products based on claims that the activities undertaken by [*****] in obtaining and maintaining licenses Biodel pursuant to Complementary In-Licensed Third Party IP (and, to this License Agreement require the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell or its Affiliates obtain taking of a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Products, Fibrocell shall use commercially reasonable efforts to ensure that Fibrocell will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by from one or more Third Parties. Any third parties; then in each case Biodel in its sole discretion may enter into any such sublicenses are subject to license(s) and determine the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(cof any such license(s), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell or shall disclose in writing to Fibrocell all of such terms and conditions that are applicable to Fibrocell. Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) [*****] shall obtain [*****] obtain, at its sole expense, any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon [*****] to conduct genetic identify and cell engineering and related analytic activities under JSC established plans for the Fibroblast Program characterize human antibodies (but specifically excluding intellectual property directed to any effectors, processes or methods for harvesting, culturing, formulating, or otherwise manufacturing Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Fieldof phenylketonuria) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, [*****] shall be solely responsible for obtaining [*****] obtaining, at its sole expense, any licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Fibrocell Collaboration Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the Fibrocell Collaboration Products and to the Field. As provided above in Section 3.9(a), [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against [*****] or its Affiliates and, after written notice to [*****] of such action, [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.9(c), [*****] ]shall have the right to pursue a license under Complementary In-Licensed Third Party IP IP, at [*****]] sole expense. For the avoidance of doubt, [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field Field, at [*****] sole expense, provided that if [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under Supplemental In-Licensed Third Party IP, [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. For purposes of clarity, the foregoing requirement shall not restrict Synthetic’s ability with respect to licensing intellectual property owned by a Third Party that is not required in order for Synthetic to lawfully make, use, sell, offer for sale, or import Collaboration Products. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by [*****]. (d) For any Third Party license under which Fibrocell Synthetic or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Fibrocell Collaboration Products, Fibrocell Synthetic shall use commercially reasonable efforts to ensure that Fibrocell Synthetic will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to Fibrocell Synthetic under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to Fibrocell Synthetic or shall disclose in writing to Fibrocell Synthetic all of such terms and conditions that are applicable to FibrocellSynthetic. Fibrocell Synthetic shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to Fibrocell Synthetic as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party Party thereof within five (5) business days.