Common use of Grant Clause in Contracts

Grant. 2.1 Subject to the terms and conditions of this Agreement, UNIVERSITY hereby grants to LICENSEE, to the extent it may lawfully do so, the right and exclusive license in the TERRITORY to make, have made, use, offer for sale, import and sell the LICENSED TECHNOLOGY in the SLE FIELD and to practice under the PATENT RIGHTS in the SLE FIELD to the end of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 Subject to the terms and conditions of this Agreement, UNIVERSITY hereby grants to LICENSEE, to the extent it may lawfully do so, the right and exclusive license in the *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. TERRITORY to make, have made, use, offer for sale, import and sell the LICENSED TECHNOLOGY in the SLE FIELD and the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD and to practice under the PATENT RIGHTS in the SLE FIELD and the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD to the end of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el et seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for to further sublicense) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY UNIVERSITY, which approval shall not be unreasonable unreasonably withheld or delayed, will be required for all sublicensees, sublicensees except in such cases where the sublicensesublicensee: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense sublicensee was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 Subject DFCI hereby grants to Corixa and its Affiliates if any, subject to all the terms and conditions of this Agreement, UNIVERSITY hereby grants to LICENSEE, Agreement including the nonexclusive license heretofore granted to the extent it may lawfully do soUnited States Government, the exclusive right and exclusive license in the TERRITORY to make, have made, use, offer for sale, import use and sell the LICENSED TECHNOLOGY in the SLE FIELD Licensed Products and to practice under the PATENT RIGHTS Licensed Process in the SLE FIELD Territory for the Field of Use for the term of this Agreement unless this grant is sooner terminated according to the end of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSESterms hereof. 2.2 The license granted hereby is Notwithstanding the provision of Section 2.1, DFCI shall retain the right to make, use and practice the technology encompassed by Patent Rights for its own non-commercial, basic research purposes. DFCI or, at its option, Corixa on behalf of DFCI, may, subject to DFCI providing prior written notice to Corixa, convey to other organizations at no charge other than shipping fees research reagents inorporating the technology encompassed by Patent Rights which have been the subject of publications in the scientific literature, solely for use in non-commercial, basic research. Said transfers shall be subject to a material transfer agreement substantially in the form contained in Appendix B hereto. (a) Corixa shall have the right, subject to the rights terms of the United States governmentthis Section, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) agreements with any other entity other than an Affiliate for the rights, privileges and licenses granted hereunderhereunder at royalty rates not less than those delineated in Section 4.3. Prior DFCI shall be informed by written approval notice of each sublicensee by UNIVERSITY the identity of any prospective Sublicensee and shall have the right to approve of said Sublicensee, which approval shall not be unreasonable withheld or delayedunreasonably withheld. If DFCI does not object in writing within twenty (20) days of said written notice, will approval shall be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant presumed conclusively to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsgiven. 2.4 LICENSEE (b) Corixa agrees that any sublicense sublicenses granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of DFCI contained in this Agreement shall be binding upon the sublicensee as Sublicensee. Corixa further agrees to attach a copy of this Agreement to sublicense agreements. (c) With respect to sublicenses granted under this Section, Corixa shall pay to DFCI [***] of all fees and lump sum payments, including, but not limited to, technology access fees and license issue fees, but excluding investments in Corixa equity, milestone payments and research funding payments, provided, however, that if it were party no patent within the Patent Rights is issued within [***] of the date hereof, any payments due to this Agreement. Each sublicense granted by LICENSEE DFCI pursuant to this Agreement paragraph 2.4 (c) shall include an audit right be reduced by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE[***] until any such issuance occurs. 2.5 LICENSEE (d) From any royalties received from its Sublicensee, Corixa shall pay DFCI an amount equivalent to the sum DFCI would otherwise have received in royalties if Licensed Products were sold by Corixa directly. Recording and payment of such royalties shall be made in accordance with the provisions of Article IV. (e) Corixa agrees to forward to UNIVERSITY DFCI a copy of any and all fully executed sublicense agreements promptly upon execution thereofagreements, but in no event later than thirty and further agrees to forward to DFCI annually a copy of such reports received by Corixa from its Sublicensee during the preceding twelve (3012) days after each such month period under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreement has been executed by both parties theretoagreements. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.1 Subject to the terms and conditions of this Agreement, UNIVERSITY hereby grants to LICENSEE, to the extent it may lawfully do so, the right and exclusive license in the TERRITORY to make, have made, use, offer for sale, import and sell the LICENSED TECHNOLOGY in the SLE FIELD and to practice under the PATENT RIGHTS in the SLE FIELD to the end of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 Subject to the terms and conditions of this Agreement, UNIVERSITY hereby grants to LICENSEE, to the extent it may lawfully do so, the right and exclusive license in the TERRITORY to make, have made, use, offer for sale, import and sell the LICENSED TECHNOLOGY in the SLE FIELD and the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD and to practice under the PATENT RIGHTS in the SLE FIELD and the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD to the end of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el et seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for to further sublicense) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY UNIVERSITY, which approval shall not be unreasonable unreasonably withheld or delayed, will be required for all sublicensees, sublicensees except in such cases where the sublicensesublicensee: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense sublicensee was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 Subject to the terms and conditions of Provided that Company complies with obligations set forth under this Agreement, UNIVERSITY University hereby grants to LICENSEECompany a time-limited option to negotiate a royalty-bearing, to the extent it may lawfully do so[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, the right and AS AMENDED UW-ActiveBiotics OTL#1169-1291129DL 6/13/2002 limited-term, worldwide exclusive license on commercially reasonable terms under the UW Patent Rights in the TERRITORY Field of Use to make, have made, use, sell, and offer for sale, import and to sell products that use or are derived from the LICENSED TECHNOLOGY UW Patent Rights in the SLE FIELD and to practice under the PATENT RIGHTS in the SLE FIELD to the end Field of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSESUse. 2.2 3.1.1 The option granted above, and any license granted hereby pursuant thereto, is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted reserved right by the appropriate United States government agencies). 2.3 LICENSEE University, with the right to non-exclusively sublicense to non-profit institutions, to make, have made, and use products, processes, or other subject matter covered by the UW Patent Rights, UW Technology or Technical Information for internal research, instructional and/or other academic purposes. University shall have the right to enter into sublicensing arrangements (without use the UW Patent Rights, UW Technology or Technical Information for its own internal, research, including sponsored research and academic collaborations during the term of this Agreement. University shall also have the right for further sublicenseto publish any information included in the UW Patent Rights, UW Technology or Technical Information or any information that may result from their research in this area. 3.1.2 Article 3.1 notwithstanding, Company acknowledges that UW Patent Rights involve federal research funding. Company acknowledges that University has obligations ("Obligations") for the rightsunder federal law, privileges and licenses granted hereunder. Prior written approval of each sublicensee actions taken by UNIVERSITY which approval University to fulfill such obligations shall not be unreasonable withheld or delayeddeemed inconsistent with University's obligations under this Agreement nor any license agreement granted pursuant thereto. Company acknowledges that Obligations include, will be required without limitation, the granting of a worldwide non-exclusive, royalty-free license for all sublicenseesany such UW Patent Rights, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect University to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10United States Government, and 13 a statement of this Agreement shall be binding upon United States Government patent rights on all the sublicensee as if it were party to this Agreementpatents and patent applications within the UW Patent Rights. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of Company acknowledges that any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed determinations of federal funding involvement shall be made solely by both parties theretoUniversity and University's determination shall be honored by Company. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 Subject to the terms and conditions of this AgreementAGREEMENT, UNIVERSITY LICENSOR hereby grants to LICENSEECOMPANY (i) an exclusive license to develop, make, have made, use, import, offer for sale, sell, and have sold the LICENSED PRODUCT(S) and LICENSED SERVICES worldwide under the PATENT RIGHTS in the LICENSED FIELD. This license grant shall apply to the COMPANY and any AFFILIATED COMPANY, except that any AFFILIATED COMPANY shall not have the right to sublicense others as set forth in Paragraph 2.2 below. If any AFFILIATED COMPANY exercises rights under this AGREEMENT, such AFFILIATED COMPANY shall be bound by all terms and conditions of this AGREEMENT, including, but not limited to, indemnity and insurance provisions and royalty and other payment provisions, which shall apply to the exercise of the rights, to the same extent it may lawfully do soas would apply had this AGREEMENT been directly between LICENSOR and the AFFILIATED COMPANY. In addition, COMPANY shall remain fully liable to LICENSOR for all acts, omissions and obligations of AFFILIATED COMPANY such that acts, omissions and obligations of the AFFILIATED COMPANY shall be considered acts, omissions and obligations of the COMPANY. This exclusive license grant is subject to (i) rights retained by the United States Government, if any, in accordance with the ▇▇▇▇-▇▇▇▇ Act of 1980 (established by P.L. 96-517 and amended by P.L. 98-620, codified at 35 USC § 200 et. seq. and implemented according to 37 CFR Part 401), and (ii) the retained rights of LICENSOR to make, have made and use the inventions claimed in the PATENT RIGHTS for LICENSOR’S internal, non-commercial research purposes. For the avoidance of doubt, LICENSOR shall continue to have the right to distribute its biological materials embodying PATENT RIGHTS for non-profit, academic research use under the material transfer agreements (MTAs) found in Exhibits E and exclusive license F. If LICENSOR transfers to a third party any Materials (as defined in the TERRITORY MTAs) covered in whole or part by the PATENT RIGHTS licensed to COMPANY, and is notified by any recipient of any inventions made with the use of such transferred Materials, including without limitation, any patent applications disclosing or claiming any such inventions, LICENSOR shall promptly notify COMPANY, providing any and all information that LICENSOR has regarding such inventions and/or patent applications. At the request of COMPANY, LICENSOR shall negotiate in good faith the terms of a non-exclusive, royalty-bearing worldwide license, with the right to sublicense to COMPANY, with regard to such inventions and/or patent applications to make, have made, use, offer for sale, import sale and sell products. LICENSOR shall consult with COMPANY regarding acceptable financial and other terms for any such license and not enter into any agreement with such third party except on terms acceptable to COMPANY. COMPANY shall be responsible for the LICENSED TECHNOLOGY in the SLE FIELD and payment to practice under the PATENT RIGHTS in the SLE FIELD LICENSOR [###] to the end of the term third party for which the PATENT RIGHTS are grantedsuch a license; provided, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later shall the amount payable to LICENSOR for such a license be more than thirty (30) days after each LICENSOR owes to the third party for any such sublicense agreement has been executed by both license. In the event that LICENSOR enters into any such license, the parties theretoshall promptly enter into a written amendment to this AGREEMENT consistent with this paragraph. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 Subject to the terms limitations set forth in this Agreement and conditions of this Agreementsubject to the licenses granted to the United States Government and HHMI as set forth in the Recitals above, UNIVERSITY The Regents hereby grants to LICENSEE, to Licensee exclusive licenses under Patent Rights in countries where Patent Rights exist for the extent it may lawfully do so, the right and exclusive license in the TERRITORY following: (i) to make, have made, use, sell, offer for sale, have sold, export, and import the Covered Products; (ii) to provide Services to one or more third parties; and sell (iii) to identify Identified Products and Service Products. For the LICENSED TECHNOLOGY avoidance of doubt, for so long as The Regents has granted to Licensees the above rights and licenses set forth in this Paragraph 2.1, Licensee, its Affiliates, Joint Ventures, and sublicensees have the SLE FIELD and to practice under the PATENT RIGHTS in the SLE FIELD to the end of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under sell Identified Products, and their third-party customers of Services have the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and right to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSESsell Service Products independent of The Regents. 2.2 The license granted hereby is Subject to the limitations set forth in this Agreement and subject to the rights of licenses granted to the United States governmentGovernment and HHMI as set forth in the Recitals above, The Regents hereby grants to Licensee exclusive licenses under Property Rights in countries where Property Rights may be lawfully granted for the following: (i) to possess, make (propagate), have made, and use the Biological Materials; (ii) to make, have made, use, sell, offer for sale, have sold, export, and import the Non-Patent Products; (iii) to provide Services to one or more third parties; and (iv) to identify Identified Products and Service Products. For the avoidance of doubt, for so long as The Regents has granted to Licensee the above rights and licenses set forth in this Paragraph 2.2, Licensee, its Affiliates, Joint Ventures, and sublicensees have the right to sell Identified Products, their third-party customers of Services have the right to sell Service Products independent of The Regents. 2.3 The rights granted to Licensee under Paragraphs 2.1 and 2.2 above are limited to the right to possess, make (propagate), have made, and use the Biological Materials only for the purposes stated in this Agreement and for no other purposes. Licensee acknowledges that title to the tangible material comprising the Biological Materials is owned by The Regents and is not transferred to Licensee under this Agreement except as necessary to permit the sale of Products that is comprised of the Biological Material (e.g. Biological Product). Licensee will not sell, donate, abandon, or otherwise transfer the Biological Materials to any third party other than an Affiliate, Joint Venture, or, sublicensee. 2.4 For any licenses granted to Licensee under Paragraphs 2.1 and 2.2 above, The Regents also grants to Licensee the right to issue sublicenses to one or more third parties to make, have made, use, sell, offer for sale, have sold, export, and import Products and practice the Patent Method, provided that Licensee retains exclusive rights thereto under this Agreement. To the extent that rights are granted to sublicensees under specific terms and covenants, such terms and covenants will provide for the rights and obligations due The Regents, HHMI, and United States Government, including royalties sufficient to provide for payment to The Regents by Licensee at the rates and bases set forth in Article 4 (Royalties) and Sublicense Fees, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies)Paragraph 3. 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 Subject 2.01 UNIVERSITY hereby grants to LICENSEE and LICENSEE accepts, subject to the terms and conditions of this Agreementhereof, UNIVERSITY hereby grants to LICENSEEa royalty-bearing, to the extent it may lawfully do so, the right and exclusive license in the TERRITORY under LICENSED SUBJECT MATTER to make, have made, use, offer for saleSell, import and sell have Sold, import, distribute, or otherwise transfer LICENSED PRODUCT within the LICENSED TECHNOLOGY in the SLE TERRITORY for use within LICENSED FIELD and to practice under the PATENT RIGHTS in the SLE FIELD to the end for a term of the term for which the last to expire patent covered under PATENT RIGHTS are granted, unless this Agreement is terminated as provided hereinRIGHTS. UNIVERSITY reserves the royalty-also grants to LICENSEE, a royalty free, nonexclusive non-exclusive license to KNOW-HOW with the right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and grant sublicenses in concurrence with a sublicense to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSESa SUBLICENESEE in accordance with 2.02 below. 2.2 2.02 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States Section 2.01 above shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have include the right to enter into sublicensing arrangements (without grant sublicenses, and the right for of SUBLICENSEE to grant further sublicense) for the rights, privileges and licenses granted hereunder. Prior written sublicenses subject to approval of LICENSEE., LICENSEE must deliver to UNIVERISTY a true and correct copy of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each fully executed sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of or SUBLICENSEE, and any and all sublicense agreements promptly upon execution modification or termination thereof, but in no event later than within thirty (30) days after each execution, modification, or termination. LICENSEE shall, at such sublicense agreement has been executed times as UNIVERSITY directs and at UNIVERSITY’s expense, request the inspection of the sublicensee’s records by both parties theretoan independent certified public accountant. 2.6 The license granted hereunder 2.03 UNIVERSITY shall have the right to make and to use the LICENSED SUBJECT MATTER for research and educational purposes only, and to grant nonexclusive licenses to non-profit third parties to make and to use the LICENSED SUBJECT MATTER, for research and educational purposes only. 2.04 LICENSEE agrees that UNIVERSITY shall have a right to publish the research results related to the LICENSED SUBJECT MATTER in accordance with UNIVERSITY’s general policies and that this Agreement shall not restrict, in any fashion, UNIVERSITY’s right to publish. 2.05 LICENSEE understands that the LICENSED SUBJECT MATTER was developed under a funding agreement with the Government of the United States of America and that the Government may have certain rights relative thereto. This Agreement shall be construed exclusive, to confer the extent allowed in accordance with Public Laws 96-517 and 98-620, in the LICENSED FIELD and is explicitly made subject to the Government’s rights under such Government funding agreement and any rights upon applicable law or regulation. If there is a conflict between the Government funding agreement, applicable law or regulation and this Agreement, the terms of the Government funding agreement, applicable law or regulation shall prevail. LICENSEE by implicationagrees to take any actions necessary to enable UNIVERSITY to satisfy its obligations with the United States Government relating to the LICENSED SUBJECT MATTER. LICENSEE agrees, estoppel or otherwise as to during the period of exclusivity of this license in the United States, that any technology other than PATENT RIGHTSLICENSED PRODUCT produced for Sale in the United States will be manufactured substantially in the United States.

Grant. 2.1 Subject to the terms and conditions of this Agreement, UNIVERSITY LICENSOR hereby grants to LICENSEELICENSEE the exclusive right and license to practice under the PATENT RIGHTS and, to the extent it may lawfully do sonot prohibited by other patents, the right and exclusive license in the TERRITORY to make, have made, use, offer for salelease, sell, and import and sell the LICENSED TECHNOLOGY in the SLE FIELD PRODUCTS and to practice under the PATENT RIGHTS in the SLE FIELD to LICENSED PROCESSES world-wide, until the end of the term for which the PATENT RIGHTS patent rights are granted, granted unless this Agreement is shall be sooner terminated as provided herein. UNIVERSITY according to the terms hereof. 2.2 LICENSEE agrees that LICENSED PRODUCTS leased or sold in the United States shall be manufactured substantially in the United States. 2.3 LICENSOR reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsits own noncommercial research purposes. 2.4 LICENSEE agrees may sublicense its license hereunder to any third party provided that any sublicense granted LICENSEE finds the sublicensee generally acceptable (such acceptance is not to be unreasonably withheld), that all sublicensees shall be obligated to all the terms and conditions of this Agreement protective of LICENSOR and that LICENSEE shall make all reasonable efforts to ensure compliance of the sub-licensee on all provisions of this Agreement that are beneficial to or protective of the LICENSOR. LICENSEE has the right, to the extent permitted by State and Federal law and to the extent that it shall provide that pays for such use, including overhead charges, to use its personnel, labs, facilities and equipment in the obligations to UNIVERSITY production of Articles 2, 7, 8, 9, 10, and 13 LICENSED PRODUCTS until the end of phase two of clinical testing unless this Agreement shall be binding upon sooner terminated according to the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEEterms hereof. 2.5 LICENSOR recognizes that one of more of its employees may leave LICENSOR to join LICENSEE full time and that LICENSOR will not prevent or hold either employee or LICENSEE liable for such act. Furthermore, LICENSOR recognizes that LICENSEE may ask select employees, directions and affiliates of LICENSOR to act as advisors, directors and part-time associates and consultants and that LICENSEE may compensate for such an act, in the form of cash and or stock options. 2.6 LICENSEE agrees to forward to UNIVERSITY LICENSOR a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties theretothe parties. 2.6 2.7 LICENSEE shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this Agreement, without the express prior written permission of or sharing agreement with LICENSOR. 2.8 LICENSOR recognizes that LICENSEE may encounter patents held by third parties which are superior to both LICENSOR's and LICENSEE's patents and that a cross-license between LICENSEE and such third party may be necessary in order to enable LICENSEE to exercise the license herein granted. In that event, LICENSEE shall have the right to enter into cross-licensing agreements with third parties and to grant cross-licenses under any and all of that PATENTS, provided that such cross-license does not relieve LICENSEE from any obligation hereunder. 2.9 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTSnot specifically set forth in Appendices A and B hereof, or which is a Designated Invention.

Grant. 2.1 Subject to the terms and conditions of this AgreementAgreement and Licensee’s compliance therewith, UNIVERSITY hereby ▇▇▇▇ grants and Licensee accepts a sublicensable (through multiple tiers, pursuant to LICENSEESection 2.2 non-transferable, except as provided in Section 15, royalty-bearing (as provided in Section 3.2): (a) exclusive (even as to the extent it may lawfully do so▇▇▇▇, the right and exclusive except as expressly provided herein), license in the TERRITORY to under Patent Rights make, have made, use, sell, offer for sale and, import (and otherwise exercise all statutory patent rights with respect to) Licensed Products, in the Field of Use in the Territory; (b) exclusive license to research, have researched, develop, have developed, make, have made, use, have used, sell, have sold, offer for sale, import import, export, commercialize and sell otherwise exploit the LICENSED TECHNOLOGY Transferred Materials in the SLE FIELD Field of Use in the Territory; and (c) sole (even as to ▇▇▇▇, except as expressly provided herein) non-exclusive license to use Technology Rights (other than Transferred Materials) to research, have researched, develop, have developed, make, have made, use, have used, sell, have sold, offer for sale, import, export, commercialize and otherwise exploit products and services in the Field of Use in the Territory. On behalf of itself and OSU, ▇▇▇▇ reserves the right to practice, have practiced and transfer the Licensed Subject Matter for teaching, non-commercial research, education, public service and other non-commercial research-related purposes and to practice under the PATENT RIGHTS publish in the SLE FIELD connection therewith in accordance with Section 9.7 including to the end of the term for which the PATENT RIGHTS are grantedgrant rights to, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this lawtransfer material embodiments of, the United States government may have acquired a nonexclusiveLicensed Subject Matter to OSU, nontransferableother academic institutions, paid up license to practice or have practiced non-profit research institutions and governmental entities for or these purposes (provided in each case, that any such transfer shall preclude commercial research on behalf of the United States the inventions described third party commercial entities). Nothing contained in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States this Agreement or a Party’s performance hereunder shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) for the rightsconstrued as conferring, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise otherwise, upon Licensee, Affiliates, Sublicensees, any party in privity therewith or any customer thereof, any right, title or interest under any intellectual or tangible property right at any time, except for those rights expressly granted under this Agreement. ▇▇▇▇ reserves all rights, titles and interests not expressly granted under this Agreement. Nothing herein shall be construed as a sale of the Licensed Subject Matter. Licensee agrees not to any technology other than PATENT RIGHTSpractice the Patent Rights or use the Technology Rights outside the Field of Use or outside the Territory.

Grant. 2.1 Subject to the terms Phenome, itself and conditions of this Agreementin its capacity as agent for BIDMC, UNIVERSITY hereby grants to LICENSEEMediCept, to the extent it may lawfully do sofree and clear of all encumbrances except as indicated above, the worldwide right and exclusive license in under the TERRITORY Patent Rights, the REPS Technology, and the REPS Technology Extensions, to make, have made, use, offer for sale, import and sell the LICENSED TECHNOLOGY Licensed Products in the SLE FIELD and to practice under Field of Use until the PATENT RIGHTS in the SLE FIELD to the end expiration of the term for which last to expire of the PATENT RIGHTS are grantedPatent Rights, unless this Agreement is sooner terminated as provided hereinin this Agreement. UNIVERSITY reserves Upon expiration of the last to expire Patent Right in a country, Phenome grants to MediCept a fully-paid-up, royalty-free license to make, have made, use, lease and sell the Licensed Products in the Field of Use in that country. 2.2 Notwithstanding anything to the contrary, Phenome and BIDMC each shall retain a royalty-free, nonexclusive right non-exclusive, irrevocable license to practice under the PATENT RIGHTS Patent Rights they own individually or jointly, for NONnon-COMMERCIAL EDUCATION AND RESEARCH PURPOSES commercial research purposes only with the understanding that any data or intellectual property resulting from such activity that is with the scope of the Field of Use, shall be automatically included in the REPS Technology or REPS Technology Extensions licensed to MediCept, and shall be provided to use the LICENSED TECHNOLOGY MediCept for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSESno additional consideration. 2.2 The 2.3 Notwithstanding anything to the contrary, the license granted hereby is hereunder shall be subject to the rights of the United States government, if any, as set forth in under Public Laws 96-517, 97-226, and 98-620, codified at 35 U.S.C. §sec. 200-212 and any regulations promulgated thereunder. 2.4 MediCept shall have access to, et seq. Pursuant including the right to receive copies of, all internal documents (including SBIR grant proposals, patent applications, laboratory notebooks, drafts, etc.) relating to the REPS Technology. 2.5 Phenome shall diligently complete all work under its existing Phase I SBIR grant and DARPA grant, and shall provide to MediCept all data and information developed thereunder. 2.6 In order to establish exclusivity for MediCept, Phenome hereby agrees that it shall not, without MediCept's prior written consent, apply for funds from any other commercial party, or enter into a research and development agreement, or grant a license to make, have made, use, lease and/or sell Licensed Products in the Field of Use during the period of time in which this lawAgreement is in effect, except as otherwise specified in this Agreement or as required by law to grant rights to the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies)Government. 2.3 LICENSEE 2.7 MediCept shall have the right to enter into sublicensing arrangements (without the right for further sublicense) for agreements with respect to any of the rights, privileges and licenses granted hereunder, subject to the terms and conditions hereof. Prior written approval Such sublicenses will terminate upon the termination of each sublicensee MediCept's rights granted herein unless events of default are cured by UNIVERSITY MediCept or Sublicensee within thirty (30) days of notification by Phenome of default and/or as provided by the terms of this Agreement. In accordance with its obligations under the Cooperative Commercialization Agreement with BIDMC, Phenome shall have the right to review and approve all such sublicenses, which approval shall not be unreasonable withheld unreasonably withheld. Such approval shall be deemed to be given thirty (30) days from the date that MediCept submits the sublicense to Phenome for review if Phenome fails to either approve or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently provide comments to MediCept on the market: and (2) has yearly revenues from sublicense within the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions30 day period. 2.4 LICENSEE 2.8 MediCept agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY Phenome of Articles 2II (Grant), 7V (Reports and Records), 8VII (Infringement), 9VIII (Indemnification), 10IX (Representations and Warranties), X (Governmental Regulations), XI (Patent Marking), XII (Dispute Resolution), XIII (Term and 13 Termination) XIV (Commercial Development and Non-Competition) and XV (General Provisions) of this Agreement shall be binding upon the sublicensee Sublicensee as if it were a party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE 2.9 MediCept agrees to provide to Phenome a copy of each fully executed sublicense agreement deleting economic terms when and as appropriate. MediCept further agrees to forward to UNIVERSITY a copy Phenome copies of any quarterly reports received by MediCept from its Sublicensees which are pertinent to royalty accounting under the applicable sublicense. Such reports shall be provided consistent with the provisions of Section 4.1 and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto5.3. 2.6 2.10 MediCept shall advise Phenome in writing of any consideration other than cash payments received from any Sublicensee. MediCept shall not accept from any Sublicensee anything of value in lieu of cash payments to discharge Sublicensee's payment obligations under any sublicense granted under this Agreement, without the express written permission of Phenome, which permission shall not be unreasonably withheld. 2.11 The license granted hereunder shall not be construed to confer any rights upon LICENSEE MediCept by implication, estoppel or otherwise as to any technology other than PATENT RIGHTSthe Patent Rights, the REPS Technology and the REPS Technology Extensions, except to the extent MediCept requires a License from Phenome or BIDMC under any patents already issued, or patents issuing later with a right to priority from an existing patent application, owned or controlled by Phenome or BIDMC (and covered by the BIDMC Agreement), to practice the rights granted under Section 2.1 of this Agreement. 2.12 As a result of the BIDMC Agreement, Phenome has the right to act as BIDMC's agent in granting the license to MediCept of their jointly owned intellectual property assets. Any termination of the BIDMC Agreement will have no effect on the rights and the obligations of Phenome and MediCept under this Agreement, and are intended to survive the termination of the BIDMC Agreement and, to the extent necessary, MediCept will be deemed to have a license directly from BIDMC for its interest in the REPS Technology, but shall not be obligated to make any payments directly to the BIDMC without MediCept's prior consent.

Grant. 2.1 Subject to the terms and conditions of this Agreement, UNIVERSITY hereby grants to LICENSEEgrants, to the extent it may lawfully do so, the right to practice under the PATENT RIGHTS, within the FIELD OF USE only, the right and exclusive license in throughout the TERRITORY entire world to make, have made, use, offer for sale, import use and sell the 119 5 LICENSED TECHNOLOGY in the SLE FIELD and to practice under the PATENT RIGHTS in the SLE FIELD to the end of the term for which the PATENT RIGHTS are grantedissued, or, if no PATENT RIGHTS are issued, for ten (10) years from the date hereof, unless this Agreement is terminated sooner as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §Article 200, et seq. Pursuant to this law. 2.2 UNIVERSITY reserves the royalty-free, the United States government may have acquired a nonexclusive, nontransferable, paid up license nonexclusive right to practice or have practiced for or on behalf of the United States the inventions described in under the PATENT RIGHTS throughout to use the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies)its own noncommercial education and research purposes. 2.3 At the end of the exclusive period hereof, the license granted hereunder shall become nonexclusive. 2.4 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) for the rights, privileges and licenses granted hereunderhereunder only during the exclusive period of this Agreement upon prior written notice to UNIVERSITY. Prior written approval Such sublicenses may extend past the expiration date of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination exclusive period of this Agreement, rights of but any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request exclusivity of such sublicensees provided to UNIVERSITY, provided that sublicenses shall expire upon the action or inaction expiration of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsLICENSEE's exclusivity. 2.4 2.5 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, 11 and 13 15 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 2.6 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof. LICENSEE further agrees to attach copies of the Articles set forth in 2.5, but in no event later than thirty (30) days after above, to each such sublicense agreement has been executed by both parties theretoagreement. 2.6 2.7 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTSnot specifically set forth herein.

Grant. 2.1 Subject Effective upon the full execution of this Agreement and the payment by LICENSEE to AUBURN of the License Issue Fee, such payment being subject to the terms of Article 13.2, AUBURN hereby grants to LICENSEE, subject to the terms and conditions of this Agreement, UNIVERSITY hereby grants to LICENSEE, to the extent it may lawfully do so, the exclusive right and exclusive license in for the TERRITORY FIELD OF USE to practice under the PATENT RIGHTS to make, have made, use, offer for salelease, sell, have sold and import and sell the LICENSED TECHNOLOGY in the SLE FIELD PRODUCTS and to practice under the PATENT RIGHTS LICENSED PROCESSES in the SLE FIELD to TERRITORY, until the end of the term for which the PATENT RIGHTS are granted, granted unless this Agreement is shall be sooner terminated according to the terms hereof. 2.2 The grant in Section 2.1 shall be further subject to, restricted by and non-exclusive with respect to: (a) the right of AUBURN, on behalf of itself, the Inventors (as provided hereindefined in Appendix A), all other non-profit academic research institutions, and other non-profit and governmental organizations to practice the licensed PATENT RIGHTS for any NON-COMMERCIAL RESEARCH PURPOSES, including sponsored research and collaborations. UNIVERSITY reserves the royalty-freeLICENSEE agrees that, nonexclusive notwithstanding any other provision of this Agreement, it has no right to practice under enforce the licensed PATENT RIGHTS against any such institution or Inventor for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The (b) any non-exclusive license granted hereby of the PATENT RIGHTS that AUBURN is subject required by law or regulation to the rights of grant to the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant of America or to this law, a foreign country pursuant to an existing or future treaty with the United States government may have acquired a nonexclusiveof America. 2.3 This Agreement, nontransferableunless terminated earlier as hereinafter provided, paid up license to practice or have practiced for or shall expire on behalf the expiration of the United States last of the inventions described in patents licensed hereunder on a country-by-country basis, whereupon the PATENT RIGHTS throughout exclusive licenses granted hereunder shall be fully paid and LICENSEE and its Affiliates and SUBLICENSEEs shall be free to develop, make, have made, use, sell and have sold LICENSED PRODUCTS or to utilize LICENSED PROCESSES for the world. Pursuant FIELD OF USE without further duties or responsibilities to 35 U.S.C. §200, el seq. AUBURN. 2.4 LICENSEE agrees that LICENSED TECHNOLOGY produced for sale PRODUCTS leased or sold in the United States shall be manufactured substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by States, per the appropriate United States government agencies)terms provided in 37 CFR 401.14(i) when applicable. 2.3 2.5 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) agreements for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon any termination of this Agreement, SUBLICENSEEs' rights of any sublicensee granted by Licensee pursuant shall also terminate, subject to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsArticle 13.7 hereof. 2.4 2.6 LICENSEE agrees that any sublicense sublicenses granted by it shall it: (a) are subject to this Agreement; (b) will reflect that any SUBLICENSEE will not further sublicense; (c) will prohibit SUBLICENSEE from paying royalties to an escrow or other similar account; (d) will provide that the obligations to UNIVERSITY AUBURN of Articles 2, 5, 7, 8, 9, 10, 12, 13, 15 and 13 16 of this Agreement shall be binding upon the sublicensee SUBLICENSEE as if it were a party to this Agreement. Each LICENSEE further agrees to attach copies of these Articles to sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEEagreements. 2.5 2.7 LICENSEE agrees to forward to UNIVERSITY AUBURN a copy of any and all sublicense and option agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties theretothe parties. 2.6 2.8 LICENSEE shall not receive from SUBLICENSEES anything of value in lieu of cash payments in consideration for any sublicense under this Agreement, without the express prior written permission of AUBURN. 2.9 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTSnot specifically set forth in Appendix A hereof.

Grant. 2.1 Subject to the terms and conditions of this Agreement, UNIVERSITY A. Licensor hereby grants to LICENSEELicensee and each of its Subsidiaries the non-exclusive, to the extent it may lawfully do so, the right and exclusive license in the TERRITORY to make, have made, use, offer for sale, import and sell the LICENSED TECHNOLOGY in the SLE FIELD and to practice under the PATENT RIGHTS in the SLE FIELD to the end of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated non-sublicensable (except as provided herein. UNIVERSITY reserves in Section 6), non-transferable, royalty‑free license and right, but not the royalty-freeobligation, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSESTrademarks in accordance with Section 4(A) in connection with its ownership and operation of oceangoing vessels as currently, or as from time to time, conducted in the Territory (as hereinafter defined), its chartering in/out dry bulk vessels and any other activities in the maritime sector in general that Licensee or its Subsidiaries may undertake from time to time (collectively, the “Covered Businesses”), including all rights to promote and exploit the Trademarks in connection with the Covered Businesses. 2.2 B. The license rights granted hereby is subject in this Agreement are personal to Licensee and its Subsidiaries. C. The rights granted in this Agreement shall include the rights right to use the domain name ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and the right to incorporate the Trademarks into other domain names and social media accounts (the “Internet Properties”) used by Licensee or its Subsidiaries in the Covered Businesses on the Internet except for ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇; provided that (i) all such Internet Properties are registered in the name of Licensor and (ii) all such Internet Properties may only include the unitary Trademarks or composite marks including the Trademarks and (a) descriptive words used in the operation of the United States governmentCovered Businesses, if anysuch as “dry bulk” or (b) words denoting a type of business entity or corporate structure, such as set forth “Ltd.” and “LIMITED”; provided that such composite marks are approved in 35 U.S.C. §200advance by Licensor in writing, et seq. Pursuant in its reasonable discretion; provided further that Licensee shall not register or seek to this lawregister, the United States government may have acquired a nonexclusivedirectly or indirectly, nontransferable, paid up license to practice or have practiced for or on behalf in any jurisdiction any of the United States the inventions described Trademarks or any confusingly similar trademarks, except in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agenciesaccordance with Section 3(B). 2.3 LICENSEE D. Licensee shall have the right to enter into sublicensing arrangements (without include the right for further sublicense) for Trademarks in its corporate name or trade names or those used by its Subsidiaries in the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where Covered Businesses; provided that upon the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights Licensee shall change or procure to change said names within ninety (90) days of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at to a name which is not confusingly similar to or derived from any of the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsTrademarks. 2.4 LICENSEE agrees E. Licensee shall be liable and responsible for any acts or omissions of its Subsidiaries that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 would be a breach of this Agreement if done by Licensee hereunder. F. All uses of the Trademarks shall be binding upon in accordance with the sublicensee as if it were party to terms of this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 Subject to the terms and conditions of this AgreementAGREEMENT, UNIVERSITY hereby grants to LICENSEELICENSEE and LICENSEE accepts a royalty-bearing, to the extent it may lawfully do so, the right and exclusive license in under the TERRITORY PATENT RIGHTS to make, have made, use, offer for saleto SELL, import and sell SELL, have SOLD, import, distribute, or otherwise transfer LICENSED PRODUCTS within the LICENSED TECHNOLOGY TERRITORY for use within LICENSED FIELD for a term as set forth in Section 10.01 unless this AGREEMENT shall be sooner terminated according to the terms hereof. For the avoidance of doubt, this grant is subject to the rights retained by UNIVERSITY in Section 2.04, UNIVERSITY's publication rights in Section 2.07, and any rights of the GOVERNMENT as set forth in Section 2.08. If UNIVERSITY receives a request from a third party accompanied by a complete commercialization plan for commercial development of the PATENT RIGHTS within LICENSEE's LICENSED FIELD but directed to any plants other than camelina, canola, and soybeans within that LICENSED FIELD or any other plant that is not otherwise specifically under development by the LICENSEE as specified in the SLE FIELD COMMERCIALIZATION PLAN set forth in Appendix B ("NEW PLANT FIELD"), the UNIVERSITY may notify LICENSEE, in writing, of the existence of the third party's request. Upon receipt of such written notice from the UNIVERSITY, LICENSEE shall either: (a) within [***] days, amend its COMMERCIALIZATION PLAN in a manner acceptable to UNIVERSITY to include a commercial research and to practice under development program for the proposed third party's commercial development of the PATENT RIGHTS in the SLE FIELD NEW PLANT FIELD, including revised milestones, wherein acceptance of the amendment to the end of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee COMMERCIALIZATION PLAN by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: take into account LICENSEE's ongoing research and development efforts and progress; or (1b) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of within [***] dollars days, amend its COMMERCIALIZATION PLAN in a manner acceptable to UNIVERSITY and the third party to include a joint research and development program with the third party for the proposed third party's commercial development of the PATENT RIGHTS in the NEW PLANT FIELD within the LICENSED FIELD; or ($c) within [***]). Upon termination of this Agreement] days, rights of any sublicensee granted by Licensee pursuant grant a sublicense under commercially reasonable terms to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that third party for the action or inaction of such sublicense was not PATENT RIGHTS for the cause of such termination. NEW PLANT FIELD; or (d) within [*** Certain information on this page has been omitted *] days, complete both (b) and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions(c). 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 Subject to the terms and conditions of this Agreement, UNIVERSITY LICENSOR hereby grants to LICENSEELICENSEE an exclusive, royalty bearing, worldwide license under LICENSED TECHNOLOGY and LICENSED PATENT RIGHTS to the extent it may lawfully do sodevelop, the right and exclusive license in the TERRITORY to make, have made, use, offer for saleto sell, sell, export and import LICENSED PRODUCTS and sell the to use, practice and otherwise exploit methods embodying LICENSED TECHNOLOGY and/or that are disclosed in, covered or claimed by LICENSED PATENT RIGHTS, with the right to SUBLICENSE others through multiple tiers of sublicensees under the terms of Article VIII, throughout the term hereof in the SLE FIELD OF USE. This grant shall be subject to the payment by LICENSEE to LICENSOR of all consideration as provided in this Agreement, and shall be further subject to the rights retained by LICENSOR, VCU, and VA: (a) subject to Section 9.20, publish the scientific findings from research related to LICENSED PATENT RIGHTS, (b) to practice under the LICENSED PATENT RIGHTS for internal educational, research, and other internal non-commercial purposes, except that such purposes shall not include any testing or other use in humans without the LICENSEE’s prior written consent which may be withheld in its sole discretion. LICENSOR will not file for any regulatory approvals to test or market any LICENSED PRODUCTS anywhere in the SLE FIELD world, (c) Subject to the end of limitations set forth in Section 2.1(b) above, such reservation shall include the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to extend such right to practice under the LICENSED PATENT RIGHTS for NONinternal educational and research purposes (but not for patient care and treatment, or any other internal purpose) to subsequent employers of any of the INVENTORS, but only to the extent that such employers are not-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use for-profit organizations, and (d) For biological materials and/or research tools that are covered under the LICENSED TECHNOLOGY for NONand could be considered a NIH-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject to the rights of the United States governmentfunded research resource (collectively and hereinafter “Materials”), if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States such reservation shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have further include the right to enter into sublicensing arrangements provide such Materials and to grant licenses under the LICENSED PATENT RIGHTS, to not-for-profit and governmental institutions for their non-commercial, internal research and scholarly use only, in accordance with the NIH Guidelines for Obtaining and Disseminating Biomedical Research Resources (without as published in the right for further sublicense) for the rightsU.S. Federal Register / vol. 64, privileges and licenses granted hereunderNo. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]246 - 12/23/99). Upon termination Notwithstanding the foregoing, the parties understand and agree that the compounds, compositions, formulations and products that are claimed or covered in any of the LICENSED PATENT RIGHTS and/or VCU Invention Disclosures listed in Appendix A, in each case during the term of this Agreement, rights of including any sublicensee granted by Licensee pursuant Small Molecules, Enzymes, Genes or Modulating Molecules, and any related know how, and/or processes and methods (which processes or methods are necessary or useful to develop, manufacture, use, offer for sale, sell, import or export such compounds, compositions, formulations or products), are not and shall not be deemed Materials under this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions2.1(d). 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE (e) LICENSOR agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but notify LICENSEE in writing no event later less than thirty (30) days after each such sublicense agreement has been executed by both parties theretoprior to taking any of the actions described in Sections 2.1(c) or 2.1(d) above. 2.6 The license granted hereunder (f) Under the IIA, VA is obligated to receive and treat as confidential, LICENSEE’s Proprietary Information that LICENSOR provides to the VA in fulfillment of its obligations under the IIA and not disclose such Proprietary Information without the prior written consent of LICENSOR. LICENSOR shall not be construed to confer any rights upon promptly notify LICENSEE by implicationin writing if during the term hereof, estoppel the IIA is amended, expires or otherwise as to any technology other than PATENT RIGHTSterminates, or if the confidentiality obligations of VA under the IIA change.

Grant. 2.1 Subject to In exchange for the terms promises and conditions of this other consideration contained herein and in the Joint Venture Agreement, UNIVERSITY Sequana hereby grants to LICENSEEthe Company a non-exclusive, to the extent it may lawfully do soroyalty-free, the worldwide right and exclusive license under the Sequana Technology to conduct research and development in the TERRITORY Field and to develop, make, have made, use, lease, offer for sale, sell and import Licensed Products, to practice the Licensed Processes, and sell to provide Licensed Services; but all of the LICENSED TECHNOLOGY rights granted under this Section 2.1 are expressly limited to the Field. This grant shall continue in perpetuity or until this Agreement may be terminated as hereinafter provided. 2.2 In exchange for the promises and other consideration contained herein and in the SLE FIELD and to practice under the PATENT RIGHTS in the SLE FIELD Joint Venture Agreement, Sequana further grants to the end of the term for which the PATENT RIGHTS are grantedCompany, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the a non-exclusive, royalty-free, nonexclusive worldwide right and license under the Sequana Improvement Technology (and also, in as much as needed to practice the Sequana Improvement Technology, under the PATENT RIGHTS Licensed Patent Rights, Licensed Copyrights, Licensed Trade Secrets, Licensed Know-How, and Licensed Software) to develop, make, have made, use, lease, offer for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES sale, sell and import Improvement Products, to practice the Improvement Processes, and to provide Improvement Services; but all of the rights granted under this Section 2.2 are expressly limited to the Field. This grant shall be construed to include the right to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject results of research as may be conducted by Sequana in the Field; and, to the rights of extent that Sequana has the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant right to this lawso grant, the United States government right to use the results of research as may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described be conducted by third parties in the PATENT RIGHTS throughout Field. This grant shall continue until the worldTransition Date. Pursuant Sequana and the Company hereby agree that prior to 35 U.S.C. §200the expiration of this grant, el seq. LICENSED TECHNOLOGY produced for sale in the United States they shall enter into good faith negotiations to determine a mutually agreeable royalty or other fee basis upon which such grant may be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies)extended beyond such expiration. 2.3 LICENSEE The Company shall not have the right to enter into sublicensing arrangements (without the right for further sublicense) for grant sublicenses to any of the rights, privileges and licenses license granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except to the limited extent such sublicenses are impliedly granted to purchasers of Licensed Products, Licensed Services, Improvement Products or Improvement Services. 2.4 In exchange for the promises and other consideration contained herein and in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on Joint Venture Agreement, Sequana further grants to the market: Company an option, commencing with the Effective Date and (2) has yearly revenues from the commercial sale of diagnostic products in excess of expiring [***] dollars ($thereafter, to acquire non-exclusive sublicenses from Sequana, but only in the Field, under those Software and other technology licenses from third parties which are listed in Exhibit A hereto. Also in exchange for such consideration, Sequana hereby grants to the Company options to acquire non-exclusive sublicenses from Sequana, but only in the Field, under those Software and other technology licenses from third parties which may be obtained by Sequana between the Effective Date and the Transition Date, each such option to begin upon the effective date of each such license and end [***] thereafter or upon the Transition Date, whichever is sooner. All sublicenses optioned under this paragraph shall be at Sequana's actual or allocable cost for the Company's use thereof, and shall be limited to the extent to which Sequana has the right to so sublicense. Upon the Company's exercise of such an option, which shall be effected by written notice to Sequana within the applicable option period, Sequana shall within a reasonable time thereafter prepare and forward to the Company sublicense agreement(s) prepared in accordance with the requirements of the primary license, and requiring the costs of the Company's use thereof to be paid directly by the Company, if the primary license so permits. All such sublicenses shall, by their terms, expire on the Transition Date. Sequana and the Company hereby agree that prior to the Transition Date they shall enter into good faith negotiations to determine a mutually agreeable royalty or other fee basis upon which such sublicenses may be extended beyond such expiration. *** CONFIDENTIAL TREATMENT GRANTED 89 [***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 Subject Novartis hereby grants to Vanda an Exclusive sublicense in the Field under the Patents (to the extent, but only to the extent, that such patents or patent applications claim the Compound or Product or the manufacture, formulation, or use thereof) and Know-How to develop, have developed, make, have made, use, import, sell, offer for sale and have sold the Compound and Product in the Territory, subject to the terms and conditions of this Sub-license Agreement, UNIVERSITY hereby grants . All rights granted by Novartis to LICENSEE, to the extent it may lawfully do so, the right and exclusive license Vanda in the TERRITORY to make, have made, use, offer for sale, import and sell the LICENSED TECHNOLOGY in the SLE FIELD and to practice under the PATENT RIGHTS in the SLE FIELD to the end of the term for which the PATENT RIGHTS are granted, unless this Sublicense Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is shall remain subject to the rights and obligations of HMRI and Titan within the HMRI Agreement. The sublicense granted to Vanda by Novartis shall include the right of Vanda to sublicense its rights under this Sublicense Agreement, but only upon Novartis', HMRI's and Titan's prior written consent, which consent shall not be unreasonably withheld. Any such sublicensee(s) shall impose upon a Sublicencee(s) of Vanda substantially the same terms and conditions as Vanda assumes in this Sublicense Agreement. As used in this Sublicense Agreement, the term "Exclusive" shall mean that neither Novartis, nor its Affiliates shall grant any other license to, nor themselves exploit, the Patents and Know-How with respect to the Compound and Product in the Field (unless otherwise specified herein) and be limited as follows: (a) With respect to all geographic areas outside of the United States governmentEEA, if anysuch sublicense shall be exclusive for the duration and validity of the intellectual property rights constituting the Patents and/or Know-How. (b) With respect to all geographic areas within the EEA, such sublicense shall be exclusive for the following time periods: (i) For each of the countries within the EEA where only Patents (and not Know-How) exist and are sublicensed to Vanda hereunder, the period of exclusivity for each such country shall be limited to the duration of the relevant Patents in such country, provided that "Patents" for the purposes of the interpretation of this paragraph shall be limited to patents existing, and patents issuing from patent applications existing, and patents issuing from patent applications covering inventions existing as of the date of the Titan Agreement; (ii) For each of the countries within the EEA where Patents and Know-How exist and are sublicensed to Vanda hereunder, the period of exclusivity for each such country shall be limited to the duration of the relevant Patents in such Country, provided that "Patents" for purposes of the interpretation of this paragraph shall be limited to patents existing, and patents issuing from patent applications existing, as set forth of the date of the Titan Agreement and, provided, further, that if the duration of such Patents is less than ten (10) years from the date of first marketing of the Product in 35 U.S.C. §200, et seq. Pursuant the EEA but the Know-How continues to this lawbe sublicensed hereunder, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced duration of exclusivity shall be for or on behalf ten (10) years from the date of first marketing of the United States the inventions described Product in the PATENT RIGHTS throughout EEA; and (iii) For each of the world. Pursuant countries within the EEA where Know-How (and not Patents) exists and is sublicensed to 35 U.S.C. §200Vanda hereunder, el seq. LICENSED TECHNOLOGY produced the period of exclusivity for sale each such country shall be limited to ten (10) years from the date of first marketing of the Product in the United States EEA. Thereafter, such sublicense within the EEA shall be substantially manufactured on a non-exclusive basis. (c) deleted (d) Novartis and its Affiliates and licensed Third Parties and Sub-licensees shall also be entitled to utilise the Patents and Know-How in the United States (unless a waiver Field within the Territory for the development and manufacture of the Compound and Product for marketing, distribution and sale where Vanda's rights under 35 U.S.C. §204 is this Sublicense Agreement have been terminated. The duration of the sublicense granted by this Section 2.1 shall be limited to the appropriate United States government agencies). 2.3 LICENSEE duration, on a country-by-country basis, of the intellectual property rights which comprise the Patents and Know-How with respect to a relevant country, provided that the termination of any portion of any sublicense shall be without prejudice to the requirement of Vanda to pay royalties pursuant to the terms of this Sublicense Agreement. Notwithstanding the foregoing but subject to Sections 3.4 and 3.5 hereof, Novartis acknowledges and agrees that Vanda shall have the right to enter continue to use on a royalty-free, non-exclusive basis the information which constitutes the Patents and Know-How on a country-by-country basis in the Territory for the Field after the Patents expire or cease to be valid or enforceable and/or Know-How has entered into sublicensing arrangements (without the public domain. 2.2 deleted 2.3 deleted. 2.4 Novartis grants to Vanda a non-exclusive, worldwide sublicense to make or use any analytical reference standards, intermediate or metabolite of the Compound or Product not listed in APPENDIX B hereto which may be claimed in Patents limited solely to making or using the Compound or Product. [*]. Any such sublicense shall [*]. 2.5 Vanda shall promote, market and sell the Product under a registered trademark(s) approved by HMRI, Titan and Novartis. Vanda will promptly inform HMRI, Titan and Novartis of the selected trademark(s) and each of the three parties will have [*] in which to either approve or reject the selection(s). Vanda shall be responsible for the selection and registration of such trademark(s) in all countries of the Territory at its own cost. In the event the sublicense granted hereunder is terminated in a particular country, other than pursuant to Section 10.3 or as a result of Vanda's termination of this Sublicense Agreement for breach pursuant to Section 10.5, and Novartis exercises the right for further sublicenseto promote, market or sell the Product in such country then upon Novartis' request (a) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY Vanda shall grant to Novartis or its designee(s) a trademark license at a royalty to be negotiated in good faith (which approval royalty shall not be unreasonable withheld or delayed, will be required for all sublicensees, except less than [*] percent ([*]%) and no more than [*] percent ([*]%) on [*]) at such time to use such trademark in connection with marketing the Product in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreementcountry, rights of any sublicensee granted subject to reasonable quality control by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Vanda with respect to the omitted portionsProduct sold under this Section 2.5(a), or (b) Novartis or its designee(s) shall select and register at Novartis' cost a trademark of its own in connection with the marketing of the Product in such country, provided such Novartis trademark is not in any way confusingly similar to the Vanda trademark. Novartis shall use the trademark that ---------- [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. that party acting alone has chosen as a trademark (rather than a Vanda trademark) in promoting, marketing or selling the Product in any country that is a member of a free trade union or other economic grouping (e.g., the European Union, EEA, NAFTA, ASEAN and ANDEAN Pact countries) where Vanda is promoting, marketing or selling the Product under a Vanda trademark. 2.4 LICENSEE agrees 2.6 If Vanda notifies Novartis in writing that any Vanda (and/or its Affiliate(s)) is not willing or does not have the capability itself or cannot enter into a Sublicense or other agreement (providing the necessary expertise and resources) in country(ies) outside those covered by NAFTA and the European Union to:(a) develop the Compound or Product (as the case may warrant), and (b) manufacture the Compound and/or market the Product (as the case may warrant) at a Competitive Industry Standard Level at the date of Product approval in such country(ies), then Novartis shall have the right to terminate the sublicense granted by this Sublicense Agreement but only with respect to such country(ies), unless the parties agree in writing to extend such time frame. 2.7 If the Product is not launched in the United States or a Major Market Country at a Competitive Industry Standard Level by Vanda, its Affiliate and/or Sublicensee within [*] after the date of receiving the approvals necessary to commercialise the Product in [*] or a Major Market Country Vanda and Novartis shall review the progress of launch efforts, it shall provide being understood that the obligations parties, at the request of a party, may review the progress of launch efforts prior to UNIVERSITY the end of Articles 2, 7, 8, 9, 10[*] period, and 13 Vanda shall keep Novartis and HMRI informed on a regular basis of this Agreement the status of its launch efforts after receiving the approvals necessary to commercialize the Product in the United States or a Major Market Country until such time that launch is achieved in the United States or a Major Market Country. If launch in the United States or a Major Market Country is not achieved within [*] after the date of receiving the approvals necessary to commercialize the Product in such country(ies) (circumstances shall be binding upon not include events of force majeure as defined in Section 13), or in any event within [*] after Product approval then the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Sublicense Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 terminate, but only with respect to LICENSEEthe particular country where launch was not achieved within [*] time frame, as the case may be, unless the parties agree in writing to extend such time frame (the parties shall discuss in such event, factors including but not limited to the necessity to obtain approval of Product for its target indication(s)). ---------- [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 2.5 LICENSEE agrees 2.8 If an NDA or equivalent ex-US. regulatory approval in the European Union (Marketing Authorization Application via the Centralized Procedure or marketing approvals for the member countries of the European Union via the mutual recognition procedure) for the Product not obtained within [*] of Vanda's or its Affiliate's or Sub-licensee's filing of an NDA or such other equivalent ex-U.S. filing, and such failure is solely due to forward circumstances within Vanda's reasonable control, then the parties shall discuss the reasons and proposed remedies (or such failure in good faith; provided, however, that if the parties are unable to UNIVERSITY a copy agree on. Any such remedies, Novartis shall have the right to terminate the sublicense granted by this Sublicense Agreement, but only with respect to the United States or the European Union where such approval was not obtained, unless the parties agree in writing to extend such time frame. If, however, [*] such failure is due to circumstances beyond the reasonable control of Vanda (including without limitation delays on the part of the regulatory agencies), the [*] period shall be extended to take into account such circumstances, the duration of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties theretoextension to be mutually agreed. 2.6 The 2.9 Subject to the provisions of Section 2.9(d), [*] with respect to any country(ies) which cease to be included within the Territory, and in the event that (i) Novartis or its Affiliate(s) or Sub-licensee(s) elects to commercialise the Product or Compound in such country(ies) and (ii) Vanda, its Affiliate(s) or Sublicensee(s) has an NDA filing in the United States or an equivalent filing in the European Union, then in consideration for the use of any IND, NDA or other governmental approval or associated developmental work held or owned by Vanda related to the Compound or Product: (a) At Novartis' request, and subject to Sections 6.3 and 11.5 hereof, Vanda shall license granted hereunder or otherwise make available under applicable law the benefit of such approvals or work to Novartis or an Affiliate or Third Party designated by Novartis (which third party could be HMRI or Titan), who shall thereafter have the rights to develop, register, manufacture, market and sell the Compound and Product in such country(ies) utilizing such approvals or work, and Novartis (or such Affiliate or Third Party) shall pay to Vanda a royalty [*]. Such royalty shall not be construed greater than [*] percent ([*]%) on [*] ---------- [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Upon expiration of the Patent in such country, only the royalty paid to confer any rights Vanda for the use of the Vanda trademark under Section 2.5 shall be paid to Vanda for so long as such trademark is utilized. If a trademark license has not been granted to HMRI, Titan or Novartis in such country, no royalty shall be paid to Vanda upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTSthe expiration of the Patent.

Grant. 2.1 3.1 Subject to the terms licenses granted to the U.S. Government set forth in Paragraph 2.2 supra and conditions of this Agreementto The Regents' continuing rights in Paragraph 3.4 infra, UNIVERSITY The Regents hereby grants to LICENSEE, to Licensee exclusive licenses under Regents' Patent Rights within the extent it may lawfully do so, the right and exclusive license in the TERRITORY Field to make, have made, use, offer for salesell, import and sell the LICENSED TECHNOLOGY in the SLE FIELD distribute Products and to practice under the PATENT RIGHTS in the SLE FIELD to the end of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSESMethod. 2.2 3.2 The license licenses granted hereby is in Paragraph 3.1 hereunder shall be subject to the rights of the United States government, if any, as U.S. Government including those set forth in 35 U.S.C. §200-212 and applicable governmental implementing regulations. 3.3 The manufacture of each Product and the practice of the Method shall be subject to applicable government importation laws and regulations of a particular country on each Product made outside said particular country in which such Product is used or sold. 3.4 Nothing in this Agreement shall be deemed to limit The Regents' right to publish and use technical data from any research performed by The Regents, et seqResearch information, and Regents' Patent Rights relating to the Invention(s) and to make and use Products, Methods, and associated technology for educational and research purposes. 3.5 The Regents also grants to Licensee the right to issue sublicenses to third parties to make, have made, use, sell, and distribute a Product and to practice the Method and have others practice the Method, provided that Licensee has current exclusive rights thereto under this Agreement. Pursuant Licensee, however, may grant sublicenses to others in the form of label licenses even though Licensee's licenses granted under this lawAgreement are non-exclusive. To the extent applicable, such sublicenses shall include all of the rights of and obligations due The Regents and the United States government may have acquired a nonexclusiveGovernment that are contained in this Agreement except that Licensee shall not be bound by the royalty rate and license issue fee contained herein with respect to its negotiation with third parties seeking such sublicenses. However, nontransferableLicensee shall, paid up in such third party negotiations, use its best efforts in reaching favorable royalty rates and license issue fees. Licensee shall be entitled to practice or have practiced for or on behalf five percent (5%) of all income generated from sublicensing as an administrative fee, and of the United States remaining income, one half (1/2) of all income generated from sublicensing shall be paid to The Regents and one half (1/2) shall be retained by Licensee. 3.6 Licensee shall notify The Regents of each sublicense granted hereunder and provide The Regents with a summary of the inventions described major terms of each sublicense. Licensee shall collect and pay all income from fees and royalties due The Regents (and guarantee all such payments) received from sublicensees. Licensee shall require sublicensees to provide it with progress and royalty reports in accordance with the PATENT RIGHTS throughout the world. provisions herein, and Licensee shall collect and deliver to The Regents all such reports due from sublicensees. 3.7 Upon termination of this Agreement for any reason, The Regents, at its sole discretion, shall determine whether any or all sublicenses shall be canceled or assigned to The Regents. 3.8 Pursuant to 35 U.S.C. §200USC Section 204, el seq. LICENSED TECHNOLOGY because this Agreement grants the exclusive right to make, use, or sell a Product in the United States, the Licensee agrees that each Product embodying the Invention(s) or produced for sale through the use thereof will be manufactured substantially in the United States shall be substantially manufactured in absent a waiver from the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies)Government. 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 Subject LICENSOR hereby licenses to LICENSEE its entire rights, title and interest to the terms and conditions Mobilization of this AgreementBone Marrow Stem Cells (UMK-121) technology as defined herein, UNIVERSITY hereby grants subject to LICENSEEany rights of the U.S. government specified in section 4 below, to in the extent it may lawfully do soTerritory for the Field of Use, with the right and exclusive to license in or sub-license the TERRITORY Patent Applications, to make, have made, use, offer made for its own use and sale, import use and sell the LICENSED TECHNOLOGY in the SLE FIELD Licensed Products and to practice under the PATENT RIGHTS in the SLE FIELD to the end of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSESLicensed Processes. 2.2 The license granted LICENSOR reserves to itself the non-transferable right to make and use Licensed Materials, Licensed Products and/or Licensed Processes solely for its internal, non-commercial scientific research, not-for-profit clinical research, and educational purposes. 2.3 LICENSOR hereby is subject to the rights of authorizes and requests the United States governmentCommissioner of Patents and Trademarks to issue any and all Letters Patent resulting from said patent applications, if anyincluding without limitation all division, as set forth in 35 U.S.C. §200continuations, et seq. Pursuant continuations-in-part, and reissues thereof, to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsLICENSEE. 2.4 LICENSEE agrees shall prosecute, at its own expense, all intellectual property rights in the Technology, and shall develop the technology at its own expense. 2.5 LICENSOR and LICENSEE agree that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE patents issued pursuant to this Agreement shall include an audit right by UNIVERSITY be assigned to LICENSOR, and thereafter licensed in accordance with this Agreement. 2.6 LICENSOR agrees to cooperate fully in the preparation of sublicensee any patent applications and is hereby granted 15 (fifteen) days to approve the initial patent application contemplated herein. 2.7 LICENSEE acknowledges that some of the same scope as provided in Section 5.2 Intellectual Property associated with respect to LICENSEEthe patent application was derived from research conducted at the University of Miami. 2.5 2.8 LICENSEE agrees to forward allow LICENSOR to UNIVERSITY a copy release funds receives as royalties and other payment to the University of any Miami based on the formula agreed upon by ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ and all sublicense agreements promptly upon execution thereof, but the University of Miami in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties theretotheir agreement. 2.6 The 2.9 LICENSEE further agrees to grant the University of Miami as a nonprofit organization a non-assignable, royalty-free, non-exclusive license granted hereunder shall to use all Intellectual Property for its nonprofit purposes as long as those purposes do not be construed to confer compete with, hinder or any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTSway damage the LICENSEE.

Grant. 2.1 Subject to the terms and conditions of this Agreement, UNIVERSITY hereby grants to LICENSEE, to the extent it may lawfully do so, the right and exclusive license in the TERRITORY to make, have made, use, offer for sale, import and sell the LICENSED TECHNOLOGY in the SLE FIELD and the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD and to practice under the PATENT RIGHTS in the SLE FIELD and the MONITORING OF ORGAN TRANSPLANTATION & ORGAN REJECTION FIELD to the end of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el et seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for to further sublicense) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY UNIVERSITY, which approval shall not be unreasonable unreasonably withheld or delayed, will be required for all sublicensees, sublicensees except in such cases where the sublicensesublicensee: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense sublicensee was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.Information Omitted 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 Subject to the terms and conditions of this Agreement, UNIVERSITY LICENSOR hereby grants to LICENSEELICENSEE an exclusive, royalty bearing, worldwide license under LICENSED TECHNOLOGY and LICENSED PATENT RIGHTS to the extent it may lawfully do sodevelop, the right and exclusive license in the TERRITORY to make, have made, use, offer for saleto sell, sell, export and import LICENSED PRODUCTS and sell the to use, practice and otherwise exploit methods embodying LICENSED TECHNOLOGY and/or that are disclosed in, covered or claimed by LICENSED PATENT RIGHTS, with the right to SUBLICENSE others through multiple tiers of sublicensees under the terms of Article VIII, throughout the term hereof in the SLE FIELD OF USE. This grant shall be subject to the payment by LICENSEE to LICENSOR of all consideration as provided in this Agreement, and shall be further subject to the rights retained by LICENSOR, VCU, and VA: (a) subject to Section 9.20, publish the scientific findings from research related to LICENSED PATENT RIGHTS, (b) to practice under the LICENSED PATENT RIGHTS for internal educational, research, and other internal non-commercial purposes, except that such purposes shall not include any testing or other use in humans without the LICENSEE’s prior written consent which may be withheld in its sole discretion. LICENSOR will not file for any regulatory approvals to test or market any LICENSED PRODUCTS anywhere in the SLE FIELD world, (c) Subject to the end of limitations set forth in Section 2.1(b) above, such reservation shall include the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to extend such right to practice under the LICENSED PATENT RIGHTS for NONinternal educational and research purposes (but not for patient care and treatment, or any other internal purpose) to subsequent employers of any of the INVENTORS, but only to the extent that such employers are not-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use for-profit organizations, and (d) For biological materials and/or research tools that are covered under the LICENSED TECHNOLOGY and could be considered a NIH-funded research resource (collectively and hereinafter “Materials”), such reservation shall further include the right to provide such Materials and to grant licenses under the LICENSED PATENT RIGHTS, to not-for-profit and governmental institutions for NONtheir non-COMMERCIAL EDUCATION AND RESEARCH PURPOSEScommercial, internal research and scholarly use only, in accordance with the NIH Guidelines for Obtaining and Disseminating Biomedical Research Resources (as published in the U.S. Federal Register / vol. 64, No. 246 - 12/23/99). Notwithstanding the foregoing, the parties understand and agree that[* * *]are not and shall not be deemed Materials under this Section 2.1(d). (e) LICENSOR agrees to notify LICENSEE in writing no less than [* * *] prior to taking any of the actions described in Sections 2.1(c) or 2.1(d) above. (f) Under the IIA, VA is obligated to receive and treat as confidential, LICENSEE’s Proprietary Information that LICENSOR provides to the VA in fulfillment of its obligations under the IIA and not disclose such Proprietary Information without the prior written consent of LICENSOR. LICENSOR shall promptly notify LICENSEE in writing if during the term hereof, the IIA is amended, expires or terminates, or if the confidentiality obligations of VA under the IIA change. 2.2 The license Notwithstanding anything herein to the contrary, any and all licenses and other rights granted hereby is hereunder are limited by and subject to the rights and requirements of the United States governmentGovernment which may attach as a result of Government sponsorship of research at VCU, if anyin which the invention covered by the LICENSED PATENT RIGHTS was conceived or reduced to practice, as set forth in 35 U.S.C. §§200-206, et seq37 C.F.R. Part 401 and in the relevant Government research contracts with VCU, and as such rights and requirements may be amended or modified by law. Pursuant to this lawTo the extent applicable, such rights and requirements include without limitation (i) the United States government may have acquired grant of a nonexclusive, nontransferable, paid irrevocable, paid-up license to practice or have practiced for or on behalf of the United States Government any of the inventions described in the LICENSED PATENT RIGHTS throughout the world. Pursuant to world (as set forth in 35 U.S.C. §200202(c)(4)), el seq. and (ii) the requirement that LICENSED TECHNOLOGY produced for sale PRODUCTS used or sold in the United States shall will be manufactured substantially manufactured in the United States (unless a waiver under as set forth in 35 U.S.C. §204 is granted by the appropriate United States government agencies204). 2.3 LICENSOR shall promptly disclose to LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) for the rightsin writing, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[*** * *]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 Subject OSU grants to LICENSEE and LICENSEE accepts, subject to the terms and conditions of this Agreement, UNIVERSITY hereby grants to LICENSEE, to the extent it may lawfully do so, the right and a worldwide exclusive license in the TERRITORY FIELD OF USE under the PATENT RIGHTS and a worldwide non-exclusive license to the KNOW HOW and MATERIALS in the FIELD OF USE to make, have made, use, offer for salelease, sell, and import and sell the LICENSED TECHNOLOGY in the SLE FIELD PRODUCTS and to practice or permit the practice of the LICENSED PROCESSES, with rights of sublicensing as provided in this Agreement. 2.2 This Agreement is effective when signed by all parties and shall extend until the later of either the expiration of the last to expire of a VALID CLAIM under any PATENT RIGHT or, so long as a LICENSED PRODUCT OR LICENSED PROCESS is available for sale based on or derived from KNOW HOW or MATERIALS that has not otherwise been made the PATENT RIGHTS in the SLE FIELD subject of a public disclosure or otherwise becomes available to the end public other than pursuant to the issuance of a PATENT RIGHT, ten (10) years following the term for date on which the PATENT RIGHTS are grantedfirst commercial sale is made of a LICENSED PRODUCT or LICENSED PROCESS, unless this Agreement is sooner terminated as provided herein. UNIVERSITY in Article 11. 2.3 LICENSEE agrees that LICENSED PRODUCTS leased or sold in the United States shall be manufactured substantially in the United States. 2.4 OSU reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES noncommercial research and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested educational purposes with respect to any exclusive license granted to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees The license granted under this Article is subject to forward all rights the United States Government may have under 35 U.S.C. 200-212 and applicable governmental regulations, notwithstanding anything is this Agreement to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereofthe contrary. 2.6 OSU shall, as soon as reasonably practicable, but in no event later than thirty (30) business days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed following the Effective Date, and thereafter during the Term of this Agreement provide LICENSEE with all KNOW HOW and MATERIALS, and reasonable opportunity to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than with OSU’s research personnel regarding the inventions claimed in the PATENT RIGHTS. OSU shall have a continuing obligation during the term of this Agreement to promptly disclose to LICENSEE any and all IMPROVEMENTS and coordinate therewith the filing of any patent applications as appropriate.

Grant. 2.1 Subject DFCI hereby grants to Repligen, subject to all the terms and conditions of this Agreement, UNIVERSITY hereby grants to LICENSEE, AGREEMENT including the nonexclusive license heretofore granted to the extent it may lawfully do soUnited States Government, the an exclusive right and exclusive license in the TERRITORY Field under the Patent Rights to make, have made, use, offer for sale, import lease and sell the LICENSED TECHNOLOGY Licensed Products in the SLE FIELD Territory for the term of this AGREEMENT unless this grant is sooner terminated according to the terms hereof. DFCI also hereby grants to Repligen an exclusive royalty-free right and to practice license in the Field under the PATENT RIGHTS Technical Information to make, have made, use, lease and sell products of any nature in the SLE FIELD Territory for the term of this AGREEMENT unless this grant is sooner terminated according to the end of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSESterms hereof. 2.2 The license granted hereby is subject Notwithstanding the provisions of Section 2.1, DFCI shall retain the right to use and practice the rights of the United States governmentPatent Rights and Technical Information for its own non-commercial, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice basic research purposes. 2.3 Repligen agrees that Licensed Products leased or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale sold in the United States shall be manufactured substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies)States. 2.3 LICENSEE (a) Repligen shall have the right right, subject to the terms of this Section, to enter into sublicensing arrangements (without the right for further sublicense) agreements with any entity other than an Affiliate for the rights, privileges and licenses granted hereunderhereunder at royalty rates not less than those delineated in Section 4.2 hereof. Prior DFCI shall be informed by written approval notice of each sublicensee the identity of any prospective Sublicensee. (b) Repligen agrees that any sublicenses granted by UNIVERSITY it shall provide that the obligations to DFCI contained in this AGREEMENT shall be binding upon the Sublicensee. Repligen further agrees to attach a copy of this AGREEMENT to sublicense agreements. (c) From any royalties received from its Sublicensee, Repligen shall pay DFCI an amount equivalent to [*] of such royalties, except that with respect to Net Sales of Sublicensee(s) upon which approval Repligen is being paid a royalty by Sublicensee(s) of less than [*] of such Net Sales, the following formula shall not be unreasonable withheld or delayed, applied to determine the royalty payment to DFCI. DFCI’s royalty will be required for all sublicensees, except in equal to such cases Net Sales of Sublicensee multiplied by a royalty rate of “R” percent where the sublicense: R = [*] - [*] * (1[*] - x) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess “x” can be a maximum of [**] and a minimum of [*] dollars ($and is the percentage rate of royalty paid by Sublicensee(s) to Repligen on the above described Net Sales. For example, if a particular Sublicensee is paying Repligen a royalty of [*] for Net Sales of a particular Licensed Product, then DFCI receives a royalty from Repligen equal to [*] of such Net Sales ([*] minus one-eighth of the difference between [*] and [*]). Upon termination The formula is intended to gradually reduce DFCI’s royalty below [*] for Net Sales of this AgreementSublicensee(s) who are themselves paying a royalty of less than [*] on such Net Sales, rights and it establishes [*] as a minimum royalty rate to DFCI for such Net Sales by Sublicensee(s). Reporting and payment of such royalties shall be made in accordance with the provision of Article IV and V. (d) In addition, in the case of any sublicensee granted by Licensee sublicense agreement executed pursuant to this Section 2.3 shall survive such termination at 2.4(a) within two (2) years of the written request of such sublicensees provided to UNIVERSITYEffective Date, provided that if the action or inaction payments received by Repligen in consideration for the grant of such sublicense was not exceed Repligen’s total investment in the cause rights so sublicensed, Repligen shall pay to DFCI an amount equal to [*] of such terminationexcess. For the purpose hereof, payments received in consideration for the [*** ] Certain information on this page has been omitted and filed separately with the Securities and & Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. grant of a sublicense shall not include earned royalty payments, payments in consideration for the performance of services or the transfer of tangible property or payments due upon the achievement of research, clinical, or development milestones, and shall include payments received in consideration of the issuance of Repligen stock to the Sublicensee simultaneously with the grant of such sublicense only to the extent that the issue price exceeds [*] of the then market price of Repligen stock. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE (e) Repligen agrees to forward to UNIVERSITY DFCI a copy of any and all fully executed sublicense agreements promptly upon execution thereofagreements, but in no event later than thirty and further agrees to forward to DFCI annually a copy of such reports received by Repligen from its Sublicensees during the preceding twelve (3012) days after each such month period under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreement has been executed by both parties theretoagreements. 2.6 The (f) Repligen hereby agrees that every sublicensing agreement to which it shall be a party and which shall relate to the rights, privileges and license granted hereunder shall not be construed to confer any rights contain a statement setting forth the date upon LICENSEE by implicationwhich Repligen’s exclusive rights, estoppel or otherwise as to any technology other than PATENT RIGHTSprivileges and license hereunder shall terminate.

Grant. 2.1 Subject to the terms and conditions of this Agreement, UNIVERSITY NDSU/RF hereby grants to LICENSEELICENSEE the right and license in the TERRITORY for the FIELD OF USE to practice under the PATENT RIGHTS and, to the extent it may lawfully do sonot prohibited by other patents, the right and exclusive license in the TERRITORY to make, have made, use, offer for salelease, sell, and import and sell the LICENSED TECHNOLOGY in the SLE FIELD PRODUCTS and to practice under the PATENT RIGHTS in the SLE FIELD to LICENSED PROCESSES, until the end of the term for which the PATIENT RIGHTS are granted unless this Agreement shall be sooner terminated according to the terms hereof. However, at no time will LICENSEE make or sell LICENSED PRODUCTS or disclose NDSU/RF KNOW-HOW to persons or destinations in violations of U.S. law. As to SECONDARY LICENSED PRODUCTS, NDSU/RF hereby grants the LICENSEE the right and license in the TERRITORY for the FIELD OF USE to practice under the PATIENT RIGHTS, and to the extent not prohibited by other patents, to make, have made, use, lease, sell, and import SECONDARY LICENSED PRODUCTS and to practice the LICENSED PROCESSES, until the end of the term for which PATENT RIGHTS are granted, granted unless this Agreement is shall be sooner terminated according to the terms hereof. Such right to use these SECONDARY LICENSED PRODUCTS shall be limited solely to those PRODUCTS which are solely and exclusively developed by LICENSEE or LICENSE's agent or solely and exclusively paid for by LICENSEE. In the event that NDSU/RF, its agents, or those people who have developed the PATENT shall be involved in the SECONDARY IMPROVEMENTS, those shall not be part of this Agreement. All other SECONDARY LICENSED PRODUCTS shall be a part of this AGREEMENT. However, at no time will LICENSEE make or sell SECONDARY LICENSED PRODUCTS or disclose NDSU/RF KNOW-HOW to persons or destinations in violation of the law. 2.2 LICENSEE agrees that LICENSED PRODUCTS leased or sold in the United States shall be manufactured substantially in the United States. 2.3 In order to establish a period of exclusivity for LICENSEE, NDSU/RF hereby agrees that it shall not grant any other license to make, have made, use, lease, and sell LICENSED PRODUCTS or to utilize LICENSED PROCESSES in the TERRITORY for the FIELD OF USE during the period of time commencing with the Effective Date of this Agreement and terminating with the first to occur of: (a) the expiration of twenty (20) years after the first commercial sales of a LICENSED PRODUCT or first commercial use of a LICENSED PROCESS; or (b) the expiration of twenty (20) years after the Effective Date of this Agreement. 2.4 At the end of the exclusive period, the license granted hereunder shall become nonexclusive and shall extend to the end of the term or terms for which any PATENT RIGHTS are issued, unless sooner terminated as provided herein. UNIVERSITY hereinafter provided. 2.5 NDSU/RF reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use and distribute to third parties the LICENSED TECHNOLOGY TANGIBLE PROPERTY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSESits own noncommercial research purposes. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 2.6 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) agreements for the rights, privileges and licenses granted hereunderhereunder only during the exclusive period of this Agreement. Prior written Such sublicensees shall be subject to NDSU/RF's approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable unreasonably withheld or delayed, will be required for all sublicensees, except in and sublicenses may extend past the expiration date of the exclusive period of this Agreement but any exclusivity of such cases where sublicenses shall expire upon the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale expiration of diagnostic products in excess of [***] dollars ($[***])LICENSEE's exclusivity. Upon any termination of this Agreement, sublicensees' rights of any sublicensee granted by Licensee pursuant shall also terminate, subject to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsArticle 13.6 hereof. 2.4 2.7 LICENSEE agrees that any sublicense sublicenses granted by it shall provide that the obligations to UNIVERSITY NDSU/RF of Articles 2, 5, 7, 8, 9, 10, 12, 13, and 13 15 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Each LICENSEE further agrees to attach copies of these Articles to sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEEagreements. 2.5 2.8 LICENSEE agrees to forward to UNIVERSITY NDSU/RF a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties theretothe parties. 2.6 2.9 LICENSEE shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this Agreement, without the express prior written permission of NDSU/RF. 2.10 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel estoppel, or otherwise as to any technology other than PATENT RIGHTSnot specifically set forth in Appendices A and B hereof.

Grant. 2.1 Subject 2.01 UNIVERSITY hereby grants to LICENSEE and LICENSEE accepts, subject to the terms and conditions of this Agreementhereof, UNIVERSITY hereby grants to LICENSEEa royalty-bearing, to the extent it may lawfully do so, the right and exclusive license in the TERRITORY under LICENSED SUBJECT MATTER to make, have made, use, offer for saleSell, import and sell have Sold, import, distribute, or otherwise transfer LICENSED PRODUCT within the LICENSED TECHNOLOGY in the SLE TERRITORY for use within LICENSED FIELD and to practice under the PATENT RIGHTS in the SLE FIELD to the end for a term of the term for which the last to expire patent covered under PATENT RIGHTS are granted, unless this Agreement is terminated as provided hereinRIGHTS. UNIVERSITY reserves the royalty-also grants to LICENSEE, a royalty free, nonexclusive non-exclusive license to KNOW-HOW with the right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and grant sublicenses in concurrence with a sublicense to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSESa SUBLICENESEE in accordance with 2.02 below. 2.2 2.02 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States Section 2.01 above shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have include the right to enter into sublicensing arrangements (without grant sublicenses, and the right for of SUBLICENSEE to grant further sublicense) for the rights, privileges and licenses granted hereunder. Prior written sublicenses subject to approval of LICENSEE., LICENSEE must deliver to UNIVERISTY a true and correct copy of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each fully executed sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of or SUBLICENSEE, and any and all sublicense agreements promptly upon execution modification or termination thereof, but in no event later than within thirty (30) days after each execution, modification, or termination. LICENSEE shall, at such sublicense agreement has been executed times as UNIVERSITY directs and at UNIVERSITY's expense, request the inspection of the sublicensee's records by both parties theretoan independent certified public accountant. 2.6 The license granted hereunder 2.03 UNIVERSITY shall have the right to make and to use the LICENSED SUBJECT MATTER for research and educational purposes only, and to grant nonexclusive licenses to non-profit third parties to make and to use the LICENSED SUBJECT ▇▇▇▇▇▇, for research and educational purposes only. 2.04 LICENSEE agrees that UNIVERSITY shall have a right to publish the research results related to the LICENSED SUBJECT MATTER in accordance with UNIVERSITY's general policies and that this Agreement shall not restrict, in any fashion, UNIVERSITY's right to publish. 2.05 LICENSEE understands that the LICENSED SUBJECT MATTER was developed under a funding agreement with the Government of the United States of America and that the Government may have certain rights relative thereto. This Agreement shall be construed exclusive, to confer the extent allowed in accordance with Public Laws 96-517 and 98-620, in the LICENSED FIELD and is explicitly made subject to the Government's rights under such Government funding agreement and any rights upon applicable law or regulation. If there is a conflict between the Government funding agreement, applicable law or regulation and this Agreement, the terms of the Government funding agreement, applicable law or regulation shall prevail. LICENSEE by implicationagrees to take any actions necessary to enable UNIVERSITY to satisfy its obligations with the United States Government relating to the LICENSED SUBJECT MATTER. LICENSEE agrees, estoppel or otherwise as to during the period of exclusivity of this license in the United States, that any technology other than PATENT RIGHTSLICENSED PRODUCT produced for Sale in the United States will be manufactured substantially in the United States.

Grant. 2.1 Subject ACT hereby grants to LICENSEE, and LICENSEE hereby accepts, subject to the terms and conditions of this Agreementhereof, UNIVERSITY hereby grants to LICENSEEa royalty bearing, to the extent it may lawfully do so, the right and exclusive nonexclusive license in the TERRITORY in the FIELD OF AGRICULTURE and under the PATENT RIGHTS and KNOW-HOW to (a) research, develop, make, have made, use, sell, have sold, offer for sale, import have offered for sale, import, have imported, export and sell the have exported LICENSED TECHNOLOGY in the SLE FIELD PRODUCTS, (b) research, develop, use, practice, sell, have sold, offer for sale, have offered for sale, import, have imported, export and to practice under the PATENT RIGHTS in the SLE FIELD to the end of the term have exported LICENSED PROCESSES and (c) develop, use, perform, sell, have sold, offer for which the PATENT RIGHTS are grantedsale, unless this Agreement is terminated as provided hereinhave offered for sale, import, have imported, export and have exported LICENSED SERVICES. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have the right, in connection with the licenses to “have made,” “have sold,” “have offered for sale,” “have imported” and “have exported” to sublicense the rights granted in this Section 2.1 to third parties in connection with contracting with such third parties to (x) provide LICENSED PRODUCT marketing and distribution services to LICENSEE on behalf of LICENSEE, (y) provide Licensed Services marketing services to LICENSEE on behalf of LICENSEE or (z) manufacture for LICENSEE LICENSED PRODUCTS for sale by LICENSEE or a third party pursuant to the foregoing clause (x). 2.2 Except as expressly provided by Section 2.1 above, LICENSEE shall not have the right to enter into sublicensing arrangements (grant sublicenses without the right for further sublicenseexpress prior written approval of ACT, which approval shall be granted or denied in ACT’s sole discretion. 2.3 Within thirty (30) for business days of the rightsEffective Date, privileges ACT shall provide and transfer to LICENSEE all information and data relating to the PATENT RIGHTS and KNOW-HOW as may be reasonably necessary to allow LICENSEE to exploit the licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees acknowledges that a portion of the PATENT RIGHTS licensed to LICENSEE hereunder is owned by the University and is licensed to ACT under the UMASS LICENSE. In the event the UMASS LICENSE expires or is terminated for any sublicense granted by it reason pursuant to the provisions of the UMASS LICENSE or otherwise, the terms of the letter agreement attached hereto as Exhibit D between ACT, LICENSEE and the University shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party apply to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 3.1 Subject to the terms and conditions of this Agreement, UNIVERSITY hereby grants to LICENSEE, to the extent it may lawfully do so, the right and exclusive license in the TERRITORY to make, have made, use, offer for sale, import and sell the LICENSED TECHNOLOGY in the SLE FIELD and to practice under the PATENT RIGHTS in the SLE FIELD to the end of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200section 11.2, et seq. Pursuant NOTRE DAME hereby grants to this lawLICENSEE an exclusive license under the IMPROVEMENT PATENTS and PROJECT INTELLECTUAL PROPERTY in the FIELD OF USE. 3.2 NOTRE DAME hereby grants to LICENSEE a non-exclusive license under the PARENT PATENTS in the FIELD OF USE. 3.3 NOTRE DAME hereby grants to LICENSEE a right to use, and commercially exploit, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described BACKGROUND INTELLECTUAL PROPERTY and/or PROJECT INTELLECTUAL PROPERTY in the FIELD OF USE. 3.4 NOTRE DAME hereby agrees that it will not grant any other license under the IMRPOVEMENT PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200and PROJECT INTELLECTUAL PROPERTY, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in FIELD OF USE during the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies)term of this Agreement. 2.3 3.5 Subject to the remaining provisions of this Agreement and with the prior written approval of NOTRE DAME, LICENSEE shall have the right to enter into sublicensing arrangements (without sublicense agreements to the right for further sublicense) for extent of the rights, privileges and licenses license granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested hereunder with respect to the omitted portions. 2.4 use of BACKGROUND INTELLECTUAL PROPERTY and PROJECT INTELLECTUAL PROPERTY in the FIELD OF USE provided that LICENSEE agrees that any sublicense is not in default of its obligation hereunder. All sublicenses granted by it LICENSEE hereunder shall provide be subject to this Agreement in all respects. Each such sublicense agreement shall: a. include a covenant that the obligations sublicensee use its best efforts to UNIVERSITY bring the subject matter of the sublicense into commercial use as quickly as is reasonably possible, b. include or have attached copies of Articles 2, 3, 5, 7, 8, 9, 10, 11, 12, 13, 15, 17, and 13 18 of this Agreement Agreement, and shall provide that the obligations of LICENSEE to NOTRE DAME contained in such Articles shall be binding upon the sublicensee as if it were a party to this Agreement. Each sublicense granted , c. prohibit further sublicensing by LICENSEE pursuant to this Agreement the approved sublicensee, and d. contain a provision stating that NOTRE DAME shall include be an audit right by UNIVERSITY intended third-party beneficiary of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties theretoagreement. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 Subject 2.01 UNIVERSITY hereby grants to LICENSEE and LICENSEE accepts, subject to the terms and conditions of this Agreementhereof, UNIVERSITY hereby grants to LICENSEEa royalty-bearing, to the extent it may lawfully do so, the right and exclusive license in the TERRITORY under LICENSED SUBJECT MATTER to make, have made, use, offer for saleSell, import and sell have Sold, import, distribute, or otherwise transfer LICENSED PRODUCT within the LICENSED TECHNOLOGY in the SLE TERRITORY for use within LICENSED FIELD and to practice under the PATENT RIGHTS in the SLE FIELD to the end for a term of the term for which the last to expire patent covered under PATENT RIGHTS are granted, unless this Agreement is terminated as provided hereinRIGHTS. UNIVERSITY reserves the royalty-also grants to LICENSEE, a royalty free, nonexclusive non-exclusive license to KNOW-HOW with the right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and grant sublicenses in concurrence with a sublicense to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSESa SUBLICENESEE in accordance with 2.02 below. 2.2 2.02 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States Section 2.01 above shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have include the right to enter into sublicensing arrangements (without grant sublicenses, and the right for of SUBLICENSEE to grant further sublicense) for the rights, privileges and licenses granted hereunder. Prior written sublicenses subject to approval of LICENSEE., LICENSEE must deliver to UNIVERISTY a true and correct copy of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each fully executed sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of or SUBLICENSEE, and any and all sublicense agreements promptly upon execution modification or termination thereof, but in no event later than within thirty (30) days after each execution, modification, or termination. LICENSEE shall, at such sublicense agreement has been executed times as UNIVERSITY directs and at UNIVERSITY’s expense, request the inspection of the sublicensee’s records by both parties theretoan independent certified public accountant. 2.6 The license granted hereunder 2.03 UNIVERSITY shall have the right to make and to use the LICENSED SUBJECT MATTER for research and educational purposes only, and to grant nonexclusive licenses to non-profit third parties to make and to use the LICENSED SUBJECT ▇▇▇▇▇▇, for research and educational purposes only. 2.04 LICENSEE agrees that UNIVERSITY shall have a right to publish the research results related to the LICENSED SUBJECT MATTER in accordance with UNIVERSITY’s general policies and that this Agreement shall not restrict, in any fashion, UNIVERSITY’s right to publish. 2.05 LICENSEE understands that the LICENSED SUBJECT MATTER was developed under a funding agreement with the Government of the United States of America and that the Government may have certain rights relative thereto. This Agreement shall be construed exclusive, to confer the extent allowed in accordance with Public Laws 96-517 and 98-620, in the LICENSED FIELD and is explicitly made subject to the Government’s rights under such Government funding agreement and any rights upon applicable law or regulation. If there is a conflict between the Government funding agreement, applicable law or regulation and this Agreement, the terms of the Government funding agreement, applicable law or regulation shall prevail. LICENSEE by implicationagrees to take any actions necessary to enable UNIVERSITY to satisfy its obligations with the United States Government relating to the LICENSED SUBJECT MATTER. LICENSEE agrees, estoppel or otherwise as to during the period of exclusivity of this license in the United States, that any technology other than PATENT RIGHTSLICENSED PRODUCT produced for Sale in the United States will be manufactured substantially in the United States.

Grant. 2.1 Subject to A. Upon the terms and conditions of set forth in this Agreement, UNIVERSITY hereby LICENSOR grants to LICENSEELICENSEE(s) a non-royalty bearing (no payments required), nonexclusive right, license, and privilege to make a translation of the Licensed Materials into language. B. The license hereby granted extends only to the extent it may lawfully do soperson(s) of LICENSEE(s) and not to any organization, employee, relative, or immediate family member of LICENSEE(s). LICENSEE(s) agrees to not distribute the right Licensed Materials or any translation thereof to any other individual, organization, or governmental body or department. C. This Agreement does not restrict or limit LICENSOR’s rights to utilize the Licensed Materials in any manner whatsoever. D. Title to any and exclusive license in the TERRITORY to make, have made, use, offer for sale, import and sell the LICENSED TECHNOLOGY in the SLE FIELD and to practice under the PATENT RIGHTS in the SLE FIELD to the end all translations of the term for which Licensed Materials vests in LICENSOR upon the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request fixing of such sublicensees provided to UNIVERSITY, provided that the action or inaction translations in a tangible medium of such sublicense was not the cause of such terminationexpression. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE LICENSEE(s) agrees to forward to UNIVERSITY execute a copy confirmatory assignment of any and all sublicense agreements promptly translations created upon execution thereofrequest of LICENSOR. The confirmatory assignment shall be substantially in the form of Exhibit B – “Copyright Assignment” or in such other form satisfactory to LICENSOR. LICENSEE(s) further agrees to convey the signed assignments to LICENSOR. All translations shall become the exclusive property of LICENSOR, but and LICENSEE(s) shall be deemed to have assigned and relinquished all rights, title and interest in no event later than thirty (30and to such translations by virtue of this Section under U.S. law, the law of the country(ies) days after each of LICENSEE(s)’S residence and citizenship/nationality, and the Berne Convention for the Protection of Literary and Artistic Works by virtue of undertaking the translation of the Licensed Materials. Furthermore, LICENSEE(s) agrees to testify in all legal proceedings, sign all lawful papers, and otherwise perform all acts necessary or appropriate to enable LICENSOR and its successors and assigns to obtain and enforce all available legal protections for all such sublicense agreement has been executed by both parties theretotranslations of the Licensed Materials in all countries, at LICENSOR’S expense. 2.6 E. The term of the license granted hereunder shall not be construed is for the period of time required to confer any rights complete the translation of the Licensed Materials, and terminates automatically upon LICENSEE by implication, estoppel or otherwise as delivery of the completed translations to any technology other than PATENT RIGHTSLICENSOR.

Grant. 2.1 Subject to the terms and conditions of this Agreement, UNIVERSITY ▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby grants to LICENSEE, to LICENSEE the extent it may lawfully do so, the exclusive worldwide right and exclusive license in the TERRITORY to make, have made, use, offer for sale, import lease and sell the LICENSED TECHNOLOGY in the SLE FIELD Licensed Products, and to practice under the PATENT RIGHTS in Licensed Processes, including the SLE FIELD right to grant sublicenses, subject to 35USC200-211 and the regulations promulgated thereunder, to the end of the term for which the PATENT RIGHTS Patent Rights are grantedgranted by the applicable governmental authority, unless this Agreement is sooner terminated as hereinafter provided herein(the “Term”). UNIVERSITY ▇▇▇▇▇ ▇▇▇▇▇▇▇ reserves the non-transferable royalty-free, nonexclusive free right to practice under the PATENT RIGHTS subject matter of any claim within the Patent Rights for NONits own internal purposes. If ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ leaves ▇▇▇▇▇ ▇▇▇▇▇▇▇, he shall have the non-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and transferable, royalty-free right to use practice any claim within the LICENSED TECHNOLOGY Patent Rights for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSEShis own academic purposes. 2.2 The In order to establish a period of exclusivity for LICENSEE, ▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby agrees that it shall not grant any other license granted hereby is subject to make, have made, use, lease or sell Licensed Products or to practice Licensed Processes except for its internal research activities during the rights period of time (the “Exclusive Period”) commencing with the Effective Date of this Agreement and terminating with expiration of the last-to-expire patent licensed under this Agreement, unless converted earlier to a nonexclusive license pursuant to Paragraph 4.4 hereof or pursuant to a requirement by the United States government, if any, as set forth Government in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies)accordance with 35USC200-211. 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld sublicense all or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination any part of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such terminationlicense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense sublicenses granted by it shall provide that the obligations to UNIVERSITY ▇▇▇▇▇ ▇▇▇▇▇▇▇ of Articles 2II, 7VIII, 8IX, 9X, 10XIII, XV, and 13 Paragraphs 5.1 and 5.2 of this Agreement shall be binding upon the sublicensee sublicensees as if it were a party to this Agreement. Each LICENSEE further agrees to attach copies of these Articles to sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEEagreements. 2.5 2.4 LICENSEE agrees to forward to UNIVERSITY ▇▇▇▇▇ ▇▇▇▇▇▇▇ a copy of any and all fully executed sublicense agreements promptly upon execution thereofagreements, but in no event later than thirty and further agrees to forward to ▇▇▇▇▇ ▇▇▇▇▇▇▇, quarterly, pursuant to Paragraph 5.2 a copy of such reports received by LICENSEE from its sublicensees during the preceding twelve (3012) days after each such month period under the sublicense agreement has been executed by both parties theretoas shall be pertinent to a royalty accounting under said sublicense agreements. 2.6 The 2.5 Subject to Sections 2.6, 2.7 and 15.7 below, the license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology not specifically set forth in Appendix A, Appendix B, Appendix C, and Appendix D hereof. 2.6 ▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby also grants to LICENSEE a right of first negotiation at then commercially reasonable terms, to obtain an exclusive license to any Inventions, as previously defined, developed during the term of this Agreement and any extension thereof and pursuant to any Research Agreement between the parties hereto (Appendix D). ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall promptly give LICENSEE written notice of any such Inventions, as defined, and LICENSEE shall have one hundred and twenty (120) days from the date of receipt of such notice to give ▇▇▇▇▇ ▇▇▇▇▇▇▇ written notice of its intent to exercise such option and complete negotiations. ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not negotiate with any third party regarding these Inventions during the period of LICENSEE’s right to negotiate. During the term of this Agreement and any extension thereof, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ shall be free to pursue any scientific investigations of his choice through collaboration with colleagues. Should any such collaboration involve a Licensed Product or Licensed Process, ▇▇▇▇▇ ▇▇▇▇▇▇▇ will take the initiative of promptly communicating with these colleagues for the purpose of using its reasonable best efforts to have such colleagues agree to be bound by the terms of this Agreement with regard to Licensed Products and Licensed Processes. 2.7 Appendix B attached hereto contains ideas conceived by ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ for developing laboratory reagents, diagnostics, and pharmaceuticals relating to chimeric restriction endonucleases. ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ shall give written notice of any Invention resulting under the Advanced Technology Program within sixty (60) days of the completion of the funding of such program. Any Invention resulting in whole or in part from said ideas which are made pursuant to an award under the Advanced Technology Program where a grant application was filed on March 29, 1995 (Appendix C) shall be assigned to LICENSEE pursuant to Section 15.7 below and ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ will be named as sole inventor unless another individual makes a creative input to said Invention. LICENSEE shall have the first right of negotiation, under then commercially reasonable terms, to obtain an exclusive, royalty-bearing license under any Invention resulting from said ideas in Appendix B made by ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ with funding from a source other than PATENT RIGHTSthe Advanced Technology Program grant.

Grant. 2.1 Subject to the terms and conditions of this Agreement, UNIVERSITY BRANDEIS hereby grants to LICENSEELICENSEE a worldwide, to the extent it may lawfully do so, the sole and exclusive right and exclusive license in the TERRITORY to make, have made, use, offer for sale, import lease and sell the LICENSED TECHNOLOGY in the SLE FIELD and to practice under the PATENT RIGHTS in the SLE FIELD to the end of PRODUCT(S). Unless said Agreement is sooner terminated as hereinafter provided, the term for which the of said right and license shall be as follows: (a) In any country(s) where PATENT RIGHTS are granted, unless to the full end of the term of such PATENT RIGHT(S) in said country(s); (b) In any country(s) where PATENT RIGHT(S) are either not applied for, or if applied for, not granted, for a period of seventeen (17) years from the Effective Date of this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSESAgreement. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) for sublicense any of the rights, privileges and licenses license granted hereunder. Prior , only with the prior written approval of each sublicensee by UNIVERSITY BRANDEIS, which approval permission shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where unreasonably withheld. 2.3 LICENSEE agrees that any sublicense agreements signed by it shall contain a clause stating that the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination obligations of this Agreement, rights Agreement including royalty payment obligations shall be binding upon the SUBLICENSEE as if it were in the place of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsLICENSEE. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY BRANDEIS a copy of any and all fully executed sublicense agreements promptly agreements, and further agrees to forward to BRANDEIS annually a copy of such reports received by LICENSEE from its SUBLICENSEES during the preceding twelve (12) month period under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreements. 2.5 LICENSEE shall not receive from SUBLICENSEES anything of value in lieu of monetary payments based upon execution thereofpayment obligations of any sublicense of THE TECHNOLOGY, PATENT RIGHTS, or LICENSED PRODUCT(S) (see Paragraphs 1.3, 1.4 and 1.5) under this Agreement without the prior written approval of BRANDEIS. 3.1 LICENSEE shall use reasonable efforts to bring the LICENSED PRODUCT(S) to market through a thorough, vigorous, and diligent program for exploitation of the rights licensed under this Agreement. These reasonable efforts will include LICENSEE’S agreement to minimum expenditures for the purpose of bringing the LICENSED PRODUCT(S) to market. These expenditures shall include all of LICENSEE’S direct expenditures on commercializing LICENSED PRODUCT(S) (including but not limited to support of nutritional research, product formulation research costs, and direct costs in product marketing, promotion, and advertising). These expenditures shall total at least Thirty Thousand Five Hundred Dollars ($30,500.) during the 1996 calendar year (including $25,000. for nutritional studies and $5,500 for patent expenses), at least One Hundred Thousand Dollars ($100,000.) during the 1997 calendar year, and at least One Hundred Thousand Dollars ($100,000.) during the 1998 calendar year. Following the end of each calendar year, and no event later than thirty (30sixty days following a written request by BRANDEIS, LICENSEE shall provide an accounting of these expenditures for the preceding year to ensure satisfaction of this requirement. LICENSEE shall be deemed to have met its obligation under this paragraph if these minimum expenditures are made as scheduled, and are directed to the LICENSED PRODUCT(S), and are used for bringing the LICENSED PRODUCT(S) days after each such sublicense agreement has been executed by both parties theretoto market in a manner similar to LICENSEE’S efforts for its other products. 2.6 The license granted hereunder 3.2 In addition, LICENSEE shall make a first bona fide commercial sale of a LICENSED PRODUCT within twelve (12) months following the Effective Date of this Agreement unless a delay is required due to a governmental regulatory agency, which delay shall be explained by LICENSEE in written detail to BRANDEIS. 3.3 LICENSEE’s failure to perform in accordance with Paragraphs 3.1 and 3.2 above shall be grounds for BRANDEIS to terminate this Agreement pursuant to Paragraphs 3.4, 7.1, and 7.2 hereof, which shall be BRANDEIS’s only remedies for failure by LICENSEE to perform under Paragraphs 3.1 and 3.2. 3.4 LICENSEE’s failure to meet the twelve (12) month deadline pursuant to Paragraph 3.2 is grounds for BRANDEIS to terminate this Agreement effective immediately upon serving LICENSEE, by certified mail at the address designated in Article XIV hereof, notice of termination of the Agreement. 3.5 BRANDEIS will provide technical assistance and support as reasonably requested, e.g., telephone conversations and on-campus meetings on an ongoing basis as long as this Agreement is in effect. Such assistance and support will be considered part of the royalty-funded responsibilities of BRANDEIS. Off campus meetings shall be compensated by reimbursement for out of pocket expenses plus a mutually agreed-upon per diem fee, except in cases where the patent or health claims are challenged by a governmental agency, in which case only out of pocket expenses shall be reimbursed. 3.6 BRANDEIS will actively pursue issuance of all pending patent applications and will furnish LICENSEE with copies of all related patent prosecution communications, including but not limited to correspondence from any government agencies and departments on a timely basis. 3.7 This Agreement which is limited to natural vegetable oils will automatically extend to include improvements and associated technological developments which offer an increase in HDL and the HDL/LDL cholesterol ratio in human serum. 3.8 BRANDEIS agrees to allow LICENSEE to use its name in association with citation of research results to inform the public in a similar manner as set forth in Appendix B on packaging, advertising and promotional materials to establish credibility for the claims for increasing HDL and the HDL/LDL cholesterol ratio in human serum. For all other proposed uses of the name of BRANDEIS and/or the inventor(s), LICENSEE must first secure written permission from BRANDEIS and/or the inventor(s), as appropriate, according to the following procedure, which permission shall not be construed unreasonably withheld: LICENSEE shall provide BRANDEIS and/or the inventor(s), as appropriate, with copies of all of the proposed material which uses the name of BRANDEIS or the inventor(s) at least fifteen (15) days prior to confer any rights upon use to allow BRANDEIS and/or the inventor(s) to review same, and BRANDEIS and/or the inventor(s) shall provide LICENSEE by implicationwith a written response within ten (10) business days of receipt of the material, estoppel or otherwise as and if LICENSEE receives no response within ten (10) business days, BRANDEIS and/or the inventor(s) shall be deemed to any technology other than PATENT RIGHTShave approved the proposed use.

Grant. 2.1 Subject to the terms and conditions of this Agreement, UNIVERSITY M.I.T. hereby grants to LICENSEELICENSEE the exclusive right and license for the FIELD OF USE to practice under the PATENT RIGHTS and, to the extent it may lawfully do sonot prohibited by other patents, the right and exclusive license in the TERRITORY to make, have made, use, offer for salelease, sell and import and sell the LICENSED TECHNOLOGY in the SLE FIELD PRODUCTS and to practice under the LICENSED PROCESSES, until the expiration of the last to expire of the PATENT RIGHTS in the SLE FIELD to the end of the term for which the PATENT RIGHTS are grantedRIGHTS, unless this Agreement is shall be sooner terminated as provided herein. UNIVERSITY reserves according to the terms hereof. 2.2 LICENSEE agrees to comply with 35 U.S.C. 204. (a) In order to establish a period of exclusivity for LICENSEE, M.I.T. hereby agrees that it shall not grant any other license to make, have made, use, lease, sell and import LICENSED PRODUCTS or to utilize LICENSED PROCESSES, subject to the royalty-free, nonexclusive license rights of the United States Government per FAR 52.227-11 for the PATENT RIGHTS related to cases [***] and [***], for the FIELD OF USE during the period of time commencing with the EFFECTIVE DATE and terminating with the end of the term or terms for which any PATENT RIGHTS have been or shall be granted, unless sooner terminated as hereinafter provided. (b) After January 1, 2002, if M.I.T. receives a written request from a capable third party for a license to the PATENT RIGHTS in a TECHNICAL AREA not presently being commercialized by LICENSEE as demonstrated by LICENSEE having spent a minimum of [***] toward the commercialization of a LICENSED PRODUCT in that TECHNICAL AREA, and to which LICENSEE has not previous granted a sublicense pursuant to its rights set forth in paragraph 2.6, then, M.I.T. may, at its sole discretion, with written notice to LICENSEE, grant one exclusive license or non-exclusive license per TECHNICAL AREA per year, thereby revoking entirely or partially LICENSEE’S rights in that TECHNICAL AREA. (c) After January 1, 2007, if M.I.T. receives a written request from a capable third party for a license to the PATENT RIGHTS in a TECHNICAL AREA not presently being commercialized by LICENSEE as demonstrated by LICENSEE having spent a minimum of [***] toward the commercialization of a LICENSED PRODUCT in that TECHNICAL AREA, and to which LICENSEE has not previous granted a sublicense pursuant to its rights set forth in paragraph 2.6, then, M.I.T. may, at its sold discretion, with written notice to LICENSEE, grant one exclusive license or non-exclusive license per TECHNICAL AREA per year, thereby revoking entirely or partially LICENSEE’S rights in that TECHNICAL AREA. 2.4 M.I.T. and PSRF reserve the right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSESnoncommercial research purposes. 2.2 The license granted hereby is subject to 2.5 After LICENSEE has fulfilled the rights of the United States government, if any, as diligence requirements set forth in 35 U.S.C. §200paragraphs 3.2(a) and 3.2(b) and 3.2(e), et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) agreements for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except PATENT RIGHTS in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***])FIELD OF USE. Upon any termination of this Agreement, sublicensees rights of any sublicensee granted by Licensee pursuant shall also terminate, subject to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsParagraph 13.6 hereof. 2.4 2.6 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of incorporate terms and conditions substantively similar to Articles 2, 75.1, 7.1, 7.2, 7.3, 7.5, 7.6, 8, 9, 10, 12 and 13 15 of this Agreement shall be binding upon the sublicensee as if it were party into its sublicense agreements, that are sufficient to enable LICENSEE to comply with this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 2.7 LICENSEE agrees to forward to UNIVERSITY M.I.T. a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties theretothe parties. 2.6 The license granted hereunder 2.8 Nothing in this Agreement shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology or patent rights of M.I.T. or any other entity other than the PATENT RIGHTS, regardless of whether such patent rights shall be dominant or subordinate to any PATENT RIGHTS.

Grant. 2.1 Subject In reliance upon the representations made to Northwestern by Licensee that Licensee has the unique experience, expertise and resources necessary to enable Licensee to perform its obligations hereunder, and subject to the terms and conditions of this AgreementAgreement and Licensee's compliance herewith, UNIVERSITY Northwestern hereby grants to LICENSEELicensee: (a) an exclusive (except as expressly provided in Article 2) non-transferable (except as provided in Article 11), to the extent it may lawfully do so, the right and exclusive worldwide license in the TERRITORY Field, with the right to sublicense, under the Patent Rights to make, have made, use, modify, sell, offer for salesale and import Licensed Products; and (b) a non-exclusive, import and sell the LICENSED TECHNOLOGY non-transferable (except as provided in Article 11), worldwide license in the SLE FIELD and to practice under Field, with the PATENT RIGHTS in the SLE FIELD to the end of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and sublicense, to use the LICENSED TECHNOLOGY for NONKnow-COMMERCIAL EDUCATION AND RESEARCH PURPOSESHow to develop, manufacture, have manufactured and sell Licensed Products. For purposes of clarity, nothing in the foregoing shall be construed to include Restricted Subject Matter or any right, title or interest of a third party. Northwestern has provided Licensee reasonable access to Know-How in ▇▇. ▇▇▇▇▇▇’▇ and ▇▇. ▇▇▇▇▇▇▇’▇ laboratories but otherwise shall have no further obligations regarding the Know-How, including as to its transfer, which is done on an AS IS, WHERE IS basis. Nothing herein shall constitute a sale. All tangible materials included in the Know-How are provided in bailment. This Agreement does not authorize the manufacture, use, sale or import of any products or processes other than Licensed Products made, used, sold and imported in compliance with this Agreement. 2.2 The license granted hereby grant under Section 2.1 is subject to the obligations to and the rights of the United States governmentU.S. Government under any and all applicable laws, if anyregulations, as and executive orders including those set forth in 35 U.S.C. §200, et seq. Pursuant Licensee shall enable Northwestern to this lawcomply with all such obligations, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf including making practical application of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale each subject invention and by substantially manufacturing all Licensed Products and product made from Licensed Products in the United States shall be substantially manufactured in unless such requirement is waived by the United States (unless U.S. Government. Northwestern will cooperate with Licensee, at Licensee's expense, as reasonably requested to seek a waiver under 35 U.S.C. §204 where there is granted by the appropriate United States government agencies)substantial evidence to support such waiver. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 2.3 LICENSEE Northwestern on behalf of itself and all inventors of Patent Rights retains the right to practice and have practiced the Patent Rights and Know-How for research, teaching and/or other educationally related purposes, including the right to distribute materials for such purposes. Northwestern shall have the right to enter into sublicensing arrangements (publish the results of its research related to Patent Rights, Know-How or Licensed Products provided Northwestern does not publish Confidential Information of Licensee without the right for further sublicense) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionspermission. 2.4 LICENSEE agrees that The grant of this license does not obligate Northwestern or any sublicense inventor of Patent Rights to make available to Licensee, its Sublicensees or Affiliates for their own use and benefit, Northwestern space, facilities, lab notebooks, students and services, unless otherwise stated in a separate contractual agreement between Northwestern and Licensee. 2.5 Northwestern reserves all rights not expressly granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of in Section 2.1. Nothing contained in this Agreement shall be binding construed as conferring, by implication, estoppel or otherwise, upon either party, any party in privity with a party, or any customer of any of the sublicensee foregoing, any right, title or interest under any Patent Rights or other intellectual or tangible property right at any time, except for those rights expressly granted in Article 2. Further and notwithstanding anything to the contrary, Licensee agrees that Northwestern has not granted any right to sell or offer for sale any subject matter claimed in the Patent Rights other than those specific Licensed Products for which Licensee has obtained and maintains its license hereunder. Licensee shall notify all entities of the Field to prevent exhaustion of Patent Rights outside the Field. 2.6 If Licensee elects to have Licensed Products made for it, it shall provide notice to Northwestern of the same, with the contact information for the subcontractor and the specific Licensed Products the subcontractor is manufacturing. All subcontracts granted by Licensee shall be consistent with the terms and conditions of this Agreement or shall be null and void. Licensee shall remain liable for, and Northwestern shall have the right to audit, subcontractor(s)’ compliance with the terms of this Agreement. 2.7 The license granted in Section 2.1 includes the right to grant sublicenses of the rights licensed to Licensee under this Agreement. All sublicenses granted by Licensee shall be consistent with all terms and conditions of this Agreement or shall be null and void. Each sublicense shall terminate upon termination of this Agreement unless Northwestern provides written notice that it desires to assume such agreement(s) and further provided the terms of such sublicense are thereby amended so that Northwestern has no obligations under such agreement greater than its obligations to Licensee hereunder. Licensee shall provide Northwestern prompt notification and a copy of each sublicense agreement within thirty (30) days of execution. Any Affiliate of Licensee that desires to practice any of the rights licensed by Northwestern hereunder must enter into a sublicense agreement unless Licensee assigns its assets to such Affiliate, including its rights and obligations under this Agreement, in whole or exclusively in a field of use within the Field pursuant to Article 11. Licensee shall have the same responsibility for the activities of any Sublicensee as if it the activities were party directly those of Licensee and shall be liable for Sublicensees' compliance with the terms and conditions of this Agreement. Sublicenses granted hereunder shall not be transferable, including by direct assignment or by further sublicensing, or indirectly by operation of law or transfer of THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. voting control of a Sublicensee, without the prior written approval of Northwestern. In all cases, Licensee shall remain responsible for ensuring that all Sublicensees comply with the financial and reporting obligations in this Agreement, and Licensee shall be responsible for collecting requisite payments and information from Sublicensees and providing such information to Northwestern in accordance with the terms of this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope name Northwestern as provided in Section 5.2 with respect to LICENSEEa third party beneficiary. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 Subject (a) During the License Term (as defined in Paragraph 3(b)) for each Work, Proprietor hereby grants to Publisher the non-exclusive right and license (the "Publisher License") to (i) to prepare or cause to be prepared a work derivative of the Work entirely in the English language (subject to Paragraph 1(f) below), and only in the form described as the Adaptation, as defined in Paragraph 1(d) below (such derivative work is referred to hereinafter as the "CBT Materials"), (ii) to prepare and publish instructional documentation incorporating material from the text of the Work for use in conjunction with the CBT Materials, provided that such documentation may only be sold or licensed in conjunction with the CBT Materials (and shall be considered part of the CBT Materials for the purposes of this Agreement), (iii) to use, reproduce, market, distribute (directly or indirectly, and via sale, lease or license only), and perform or display publicly the CBT Materials in the Territory and Markets defined in Paragraph 2, subject to the terms and conditions of set forth in this Agreement, UNIVERSITY hereby grants (iv) to LICENSEEannotate and to permit others to annotate the CBT Materials for Publisher's and such others' own internal use, and (v) to further develop the extent it may lawfully do so, the right CBT Materials and exclusive license to prepare further works derivative thereof in the TERRITORY Adaptation form (all such works to make, have made, use, offer for sale, import and sell the LICENSED TECHNOLOGY in the SLE FIELD and to practice under the PATENT RIGHTS in the SLE FIELD to the end of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is be subject to the rights prior approval of the United States government, if any, Proprietor; such approval to be communicated to Publisher as set forth provided for in 35 U.S.C. §200, et seqParagraph 1(b) below) for exploitation only as permitted under (a)(iii) and (a)(iv) above. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States The Publisher License shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have include the right to enter into sublicensing arrangements grant non-exclusive sublicenses to third parties to exercise any or all of the rights granted to Publisher in subparagraphs (without iii) and (iv) above, and to permit such third parties the right for to establish subdistributors and subresellers to further sublicenseexercise the rights granted in subparagraphs (iii) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2iv) has yearly revenues from above. This right expressly does not include the commercial sale right to license the underlying Work or portions thereof. Publisher shall keep Proprietor informed of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreementall such sublicenses by delivering to Proprietor, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after following the Effective Date, a listing of such third party distributors, subdistributors and subresellers. Publisher will update this listing to reflect changes since the last report at the same time Publisher makes each such sublicense agreement has been executed by both parties theretoquarterly payment hereunder. 2.6 The license granted hereunder (b) Publisher may adapt the material contained in the Work for purposes of developing the CBT Materials, provided, however, that in making such adaptation, Publisher shall not alter the substantive information as contained in the Work without the prior written approval of Proprietor. Proprietor shall have the right to approve the CBT Materials as well as the use of the Work's title on the CBT Materials, such approval not to be construed unreasonably withheld or delayed, but in no event will approvals (or written objections, specifying the reasons for rejection) be delayed for more than ten (10) business days following delivery of the CBT Materials for review purposes. Proprietor may request an extension of this period from the Publisher, and Publisher shall not unreasonably refuse such request. Subject to confer such review rights, Publisher shall be solely responsible for determining the extent of the Work incorporated into the CBT Materials and the nature of such incorporation. Publisher shall have no obligation to incorporate all of the Work into the CBT Materials. It is understood that the CBT Materials shall include material from other works and that the Proprietor shall be notified in advance of and have approval of the other works also to be included in the CBT Materials. The "material from other works" included in the CBT Materials can consist solely of, but is not necessarily limited to, the adaptations authorized by DPEC to adapt the Work into the form of the Adaptation. (c) Within thirty (30) days of the addition of a Work to Exhibit B, Proprietor shall deliver to Publisher one copy of such Work in an electronic format (recorded in an agreed upon electronic format). All costs of such delivery or any alternate delivery shall be borne solely by the Publisher. (d) As used herein, "Adaptation" means: One or more versions of the Work which have been modified, supplemented and/or adapted either alone or in conjunction with other materials for use as a training program, educational course or reference for delivery to the student or user at least in part through interaction (locally or remotely through telecommunications means) with a computer program, computer delivery system or intranet or internet browser. Acceptable delivery vehicles and formats include, but are not limited to, training programs and/or educational courses in "computer-based training" form and materials presented in computer-based reference form (including, but not limited to, materials in hypertext or hypermedia form delivered locally or through the internet or via other telecommunications means and materials combining text, images, video, audio, animations, graphics and/or application launching). As provided in Paragraph 1(a)(ii), written documentation derivative of the Work may be prepared and distributed by Publisher in conjunction with training programs, educational courses or computer-based references otherwise in the required form, but such written documentation may not be distributed to parties who have not separately acquired rights upon LICENSEE by implicationto use Publisher's training program, estoppel educational course or otherwise as to any technology other than PATENT RIGHTScomputer-based reference. Upon release or publication, Publisher shall notify Proprietor in writing of the format or platform in which the Adaptation or the CBT Materials appear.

Grant. 2.1 Subject to the terms receipt of written consent of the Lessors, if such consent is required under the Original Lease as supplemented or amended, (the responsibility for diligently pursuing and conditions obtaining which is hereby assumed by Sublessee) (which consent, if required under the Original Lease as supplemented or amended, must be provided in writing to Sublessor within one year from the date of this AgreementSublease and which consent shall not be given by the Lessors upon conditions which change or affect the Sublessor's rights or obligations under the Original Lease as supplemented or amended or this Sublease), UNIVERSITY Sublessor hereby grants, demises, subleases and sublets unto Sublessee, for the term(s) hereinafter specified, all of Sublessor's right, title and interest in and to the Pittsburgh seam or vein of coal which is mineable and removable from those certain tracts or parcels of land containing 3694 acres, more or less, situate in ▇▇▇▇▇▇▇▇ County, West Virginia, ("the Sublease Premises") and which are shown in yellow on the map attached hereto as Exhibit B, together with any and all mining rights and privileges vested in Sublessor pursuant to the Lease. Sublessor further grants to LICENSEE, Sublessee the right to transport through the Sublease Premises coal mined from other properties; provided that all wheelage payments owing to the extent it may lawfully do so, the right and exclusive license in the TERRITORY to make, have made, use, offer for sale, import and sell the LICENSED TECHNOLOGY in the SLE FIELD and to practice Lessors under the PATENT RIGHTS in Lease for the SLE FIELD exercise of such right shall be paid to the end Sublessor by Sublessee, without right of recoupment. There is expressly excepted from this Sublease, and reserved to Sublessor, all of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES coal and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject to the mining rights of the United States governmentand other minerals, if any, as set forth in 35 U.S.C. §200not specifically subleased herein ("the Reserved Minerals"), et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have together with the right to enter into sublicensing arrangements (without mine and remove the right for further sublicense) for the rights, privileges and licenses granted Reserved Minerals by operations which do not materially interfere with Sublessee's mining operations to be performed hereunder. Prior written approval of each sublicensee It is understood and agreed by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided Sublessee that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted rights and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect privileges hereby granted to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement Sublessee shall be binding upon construed and limited to such rights and privileges as Sublessor possesses and has the sublicensee as if it were party lawful right to this Agreement. Each sublicense sublease; and no other rights and privileges are subleased or granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEEhereby. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 2.1. Subject to all the terms and conditions of this Agreement, LICENSOR hereby grants to LICENSEE and LICENSEE accepts, subject to the terms and conditions of this Agreement, UNIVERSITY hereby grants an exclusive, worldwide license, together with the right to LICENSEEgrant sublicenses, to practice under the extent it may lawfully do soPATENT RIGHTS and IMPROVEMENTS and to use the LICENSED KNOW-HOW, the right and exclusive license in the TERRITORY to make, have made, use, sell, have sold, offer for saleto sell, import or export LICENSED PRODUCTS and sell the LICENSED TECHNOLOGY in the SLE FIELD DRUG PRODUCT, and to practice under the PATENT RIGHTS LICENSED PROCESSES in the SLE FIELD to OF USE in the end of TERRITORY. No other licenses, express or implied, are granted. 2.2. Unless terminated earlier as provided in Article 13, the term for of this Agreement (the “TERM”) shall commence on the EFFECTIVE DATE and shall automatically expire on the later of: (a) the date on which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions last VALID CLAIM described in the PATENT RIGHTS throughout expires, lapses or is declared to be invalid by a non-appealable decision of a court of competent jurisdiction, on a country-by-country basis; and (b) twenty (20) years after the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies)EFFECTIVE DATE. 2.3 2.3. Subject to the terms of this Section 2.3, LICENSEE agrees that it shall not commercialize LICENSED PRODUCTS or DRUG PRODUCT in France (‘FRENCH COMMERCIALIZATION RIGHTS”); provided, however, that: (a) LICENSEE shall have the right to enter into sublicensing arrangements engage in clinical development of the LICENSED PRODUCT, DRUG PRODUCT and COMPANION DIAGNOSTIC PRODUCT and to obtain marketing authorization to sell LICENSED PRODUCT and DRUG PRODUCT in France; (without b) LICENSOR shall have the right for further sublicenseoption, by written notice to LICENSEE, within 90 days of LICENSEE’S receipt of marketing approval in France, to transfer FRENCH COMMERCIALIZATION RIGHTS to LICENSEE (or its sublicensee) in consideration for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess payment of [***] dollars Dollars ($[***]) (the “OPTION FEE”). Upon termination The OPTION FEE shall be the sole cost and expense to LICENSEE (or its sublicensee) for acquisition of this AgreementFRENCH COMMERCIALIZATION RIGHTS, rights and LICENSOR shall receive no additional compensation for commercialization of any sublicensee granted LICENSED PRODUCT or DRUG PRODUCT in France; and (c) In the event that LICENSOR elects not to exercise the option described in Section 2.3(b) above, then LICENSOR shall retain exclusive FRENCH COMMERCIALIZATION RIGHTS under the marketing authorization obtained by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. LICENSEE; and INFORMATION MARKED BY [*** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission*] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Confidential treatment has been requested with respect to the omitted portionsTHE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 2.4 (d) LICENSOR grants LICENSEE agrees a right of first refusal to acquire FRENCH COMMERCIALIZATION RIGHTS in the event that LICENSOR determines at any sublicense granted by it time during the TERM to sublicense, sell, partner or otherwise transfer FRENCH COMMERCIALIZATION RIGHTS to a third party. LICENSOR shall provide notify LICENSEE in writing of its determination to transfer FRENCH COMMERCIALIZATION RIGHTS. Following such written disclosure to LICENSEE, LICENSEE shall have 90 days to determine its interest in acquiring the FRENCH COMMERCIALIZATION RIGHTS. In the event that LICENSEE desires to acquire FRENCH COMMERCIALIZATION RIGHTS, LICENSEE shall inform LICENSOR in writing and the obligations parties shall negotiate in good faith a commercially reasonable license fee for FRENCH COMMERCIALIZATION RIGHTS. In the event that LICENSEE determines not to UNIVERSITY acquire FRENCH COMMERCIALIZATION RIGHTS, or if the parties are unable to agree upon commercial terms within 90 days of Articles 2LICENSEE informing LICENSOR of its interest, 7, 8, 9, 10, and 13 of this Agreement then LICENSOR shall be binding upon the sublicensee as if it were party free to this Agreement. Each sublicense granted grant rights to a THIRD PARTY on terms no more favorable than those proposed by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 Subject to the terms and conditions of this Agreement, UNIVERSITY [***] hereby grants to LICENSEELICENSEE the right and license in the TERRITORY for the FIELD OF USE to practice under the PATENT RIGHTS and, to the extent it may lawfully do sonot prohibited by other patents, the right and exclusive license in the TERRITORY to make, have made, use, offer for salelease, sell, and import and sell the LICENSED TECHNOLOGY in the SLE FIELD PRODUCTS and to practice under the LICENSED PROCESSES, until the expiration of the last to expire of the PATENT RIGHTS RIGHTS, unless thus Agreement shall be sooner terminated according to the terms hereof 2.2 LICENSEE agrees that LICENSED PRODUCTS leased or sold in the SLE FIELD United States shall be manufactured substantially in the United States. 2.3 In order to the end establish a period of the term exclusivity for which the PATENT RIGHTS are grantedLICENSEE, unless this Agreement is terminated as provided herein. UNIVERSITY reserves [***] hereby agrees that it shall not grant any other license to make, have made, use, lease, sell and import LICENSED PRODUCTS or to utilize LICENSED PROCESSES subject to the royalty-free, nonexclusive license rights of the United States Government per FAR 52.227-11 in the TERRITORY for the FIELD OF USE during the period of time commencing with the EFFECTIVE DATE and terminating with the expiration the last to expire of the PATENT RIGHTS, unless exclusivity is terminated earlier pursuant to Paragraph 3.3 below (the “EXCLUSIVE PERIOD”). 2.4 At the end of the EXCLUSIVE PERIOD, the license granted hereunder shall become nonexclusive and shall extend to the end of the term, or terms for which any PATENT RIGHTS been or shall be issued, unless sooner terminated as hereinafter provided. 2.5 [***] reserves the right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSESacademic research purposes. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 2.6 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) agreements for the rights, privileges and licenses granted hereunderhereunder only during the EXCLUSIVE PERIOD of this Agreement. Prior written approval Such sublicenses may extend past the expiration date of each sublicensee by UNIVERSITY which approval the EXCLUSIVE PERIOD of this Agreement, but any exclusivity of such sublicenses shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where expire upon the sublicense: (1) has at least one FDA approved medical diagnostic test currently on expiration of the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***])EXCLUSIVE PERIOD. Upon any termination of this Agreement, SUBLICENSEEs’ rights of any sublicensee granted by Licensee pursuant shall also terminate, subject to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsParagraph 13.6 hereof. 2.4 2.7 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of incorporate terms and conditions substantively similar to Articles 2, 75.1, 7.1, 7.2, 7.3, 7.5, 7.6, 8, 9, 10, 12 and 13 15 of this Agreement shall be binding upon the sublicensee as if it were party into its sublicense agreements, that are sufficient to enable LICENSEE to comply with this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 2.8 LICENSEE agrees to forward to UNIVERSITY [***] a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties theretothe parties. 2.6 The license granted hereunder 2.9 LICENSEE shall not receive from SUBLICENSEEs anything of value in lieu of cash payments in consideration for any sublicense under this Agreement, without the express prior written permission of [***]. 2.10 Nothing in this Agreement shall be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology or patent rights of [***]. or any other entity other than the PATENT RIGHTS, regardless of whether such patent rights shall be dominant or subordinate to any PATENT’ RIGHTS. [***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. [***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. the payment of royalties hereunder, such conversion shall be made by using the exchange rate prevailing at the Chase Manhattan Bank (N.A.) on the last business day of the calendar quarterly reporting period to which such royalty payments relate.

Grant. On the Effective Date of this Agreement, the parties make the following grants: 2.1 Subject IGI hereby grants to DERMWORX a license and sublicense to its Drug Delivery Technology (collectively "DERMWORX License") and DERMWORX accepts the License, subject to the terms and conditions of this Agreement, UNIVERSITY hereby grants which License shall be exclusive, worldwide, royalty bearing, for DERMWORX to LICENSEEuse, to the extent it may lawfully do so, the right and exclusive license in the TERRITORY to make, have made, usesell, offer for sale, import and sell distribute, have sold, import, or otherwise exploit the LICENSED TECHNOLOGY Initial DERMWORX Products in the SLE FIELD Field during the term of this Agreement,, and rights to practice under assign and sublicense, for the PATENT RIGHTS in term of this Agreement unless sooner terminated as hereinafter provided (the SLE FIELD license and sub-license are hereinafter collectively referred to as the "DERMWORX License"). Subject to the end provisions of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES Section 2.5 and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination Article 9 of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 the DERMWORX License shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect have a term equal to the omitted portionslife of the Patents and the IGI license covering the Drug Delivery Technology. 2.4 LICENSEE 2.2 DERMWORX hereby agrees that to grant to IGI a nonexclusive, irrevocable, royalty-free license for any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2purpose under any Improvement, 7any Patent, 8Patent Application, 9Use Patent or Patented Dermatological Drugs, 10disclosing such Improvement, and 13 of this Agreement any Improvement know-how. DERMWORX shall be binding upon the sublicensee as if it were party disclose any such Improvement to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided IGI in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than writing within thirty (30) days after each following its actual or constructive reduction to practice. 2.3 IGI and DERMWORX do not grant any right or license to the other except those expressly provided herein, and no other grant or license is to be implied by or inferred from any provision hereof. 2.4 For the avoidance of doubt, this Agreement places no restriction on DERMWORX's right to develop, market, sell, and distribute any other drug or product outside the Field in any geographic area of the world, to the extent that such sublicense agreement activity does not require any of the rights granted under this Agreement or rights reserved to IGI. 2.5 The DERMWORX License shall have a term equal to the life of the Patents covering the Drug Delivery Technology, subject to the following: (a) If no Funding has been executed tendered by both DERMWORX to IGI by the Funding Date specified in Section 1.14(A), this Agreement and the DERMWORX License granted herein shall be void and the parties theretoshall be without any liability to the other; (b) If DERMWORX tenders to IGI the Funding of Section 1.13(A) by the Funding Date of Section 1.14(A), but not the Funding of Section 1.13(B) by the Funding Date of Section 1.14(B), then the Field of the DERMWORX License granted in Section 2.1 shall be amended and strictly limited to the Salicylic Acne Product; (c) If this Agreement is terminated pursuant to the termination provisions herein, the DERMWORX License shall terminate as of the Termination Date; (d) If DERMWORX has not met the minimum purchase provision of Section 9.1 of this Agreement, then the nonexclusivity provisions of that Section shall apply. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 Subject to the terms and conditions of this Agreement, UNIVERSITY IDP hereby grants to LICENSEE, to the extent it may lawfully do so, the right and exclusive LICENSEE hereby accepts [**************] license in the TERRITORY Licensed Territory, during the Term, under the Licensed Technology, without the right to grant or authorize sublicenses, to use Licensed Technology to generate induced pluripotent stem cells (iPSCs) and/or their related cells, for the purpose of providing Licensed Services to Customers for a fee and to make, have made, use, offer sell and have sold (including through one or more distributors) Licensed Products except for saleiPSCs and pluripotent progeny thereof to Customers including the rights to convey to Customers the right to use Licensed Products for their own Research Activities. To avoid misunderstanding, import under the license granted herein, LICENSEE is granted the right to generate iPSCs using Licensed Technology but not the right to sell iPSCs generated using Licensed Technology to Customers or pluripotent progeny thereof. 2.2 At any time during the Term of this Agreement, LICENSEE may exercise the option to change the Licensed Territory from one country (United States) to all areas (Worldwide) (hereinafter the “Option”). In furtherance of the foregoing, during the Term of this Agreement, IDP will (a) not grant an exclusive license to the Licensed Technology anywhere outside the United States without the prior written consent of LICENSEE, and sell (b) upon exercise of the LICENSED TECHNOLOGY in Option, LICENSEE shall be deemed to have been granted by IDP, without any further action by either Party, a royalty bearing, non-exclusive and non-transferable license to all areas outside of the SLE FIELD United States, without the right to grant or authorize sublicenses, to use Licensed Technology to generate induced pluripotent stem cells (iPSCs) and/or pluripotent progeny thereof, for the purpose of providing Licensed Services to Customers for a fee and to practice under sell Licensed Products except for iPSCs and pluripotent progeny thereof to Customers including the PATENT RIGHTS in rights to convey to Customers the SLE FIELD to the end of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS use Licensed Products for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and their own Research Activities, which license shall entitle LICENSEE to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject to the rights Licensed Technology outside of the United States government, if any, as set forth only during periods for which payment of any applicable license fees described below in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 Article 3 is granted by the appropriate United States government agencies)not overdue. 2.3 Moreover, notwithstanding the provision of Section 2.1, the license granted in Section 2.1 does not extend to the Commercial Use by Customers of Licensed Products or Licensed Services. LICENSEE shall have acknowledges that the right to enter into sublicensing arrangements (without the right for further sublicense) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, Customers will be required for all sublicenseesto be notified of these limitations when offering to sell and selling the Licensed Products or Licensed Services by means of a Limited Use License, except or “User Notice.” Such User Notice will be in such cases where the sublicense: (1) has form specified in Appendix B. LICENSEE will notify Customer when offering to sell and selling the Licensed Products or Licensed Services in a manner it deems appropriate and consistent with its business practices. If LICENSEE wishes to revise the notice, LICENSEE shall also provide a draft of the revised notice at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each before the first disclosure to a Customer of the revised User Notice for IDP’s prior written approval, such sublicense agreement has been executed approval not to be unreasonably withheld, conditioned or delayed. 2.4 Each Party acknowledges that the rights and licenses granted under this Article 2 and elsewhere in this Agreement are limited to the scope expressly granted. Accordingly, except for the rights expressly granted under this Agreement, no right, title, or interest of any nature whatsoever is granted whether by both parties theretoimplication, estoppel, reliance, or otherwise, by either Party to the other Party. All rights with respect to intellectual property rights that are not specifically granted herein are reserved to the owner thereof. 2.5 LICENSEE shall make commercially reasonable efforts to m▇▇▇ Licensed Products or the results of Licensed Services (or their containers, labels, packing slips or invoices) made, sold, distributed, provided or otherwise disposed of by LICENSEE under the license granted in this Agreement or to m▇▇▇ product literature such as product specification sheet, brochure or leaflets with the words “Patent Pending,” and following the issuance of one or more patents, with the numbers of any applicable Licensed Patents. 2.6 The license granted hereunder does not include the right of LICENSEE to apply or administer any component of the CytoTuneTM-iPS kit, Licensed Products or cells derived therefrom to humans or animals for whatever purpose in whatever manner. 2.7 Nothing contained herein shall not limit the ability of LICENSEE to rely on any other commercial license granted by IDP to LICENSEE or any third party partners of LICENSEE in order for LICENSEE to benefit from the terms of such other commercial licenses. In other words, no royalties shall be construed due from LICENSEE hereunder to confer any rights upon the extent that LICENSEE operates under another commercial license to the Licensed Technology, whether such other commercial license is held by implication, estoppel LICENSEE or otherwise as to any technology other than PATENT RIGHTSa third party.

Grant. 2.1 Subject to In exchange for the terms promises and conditions of this other consideration contained herein and in the Joint Venture Agreement, UNIVERSITY Sequana hereby grants to LICENSEEthe Company a non-exclusive, to the extent it may lawfully do soroyalty-free, the worldwide right and exclusive license under the Sequana Technology to conduct research and development in the TERRITORY Field and to develop, make, have made, use, lease, offer for sale, sell and import Licensed Products, to practice the Licensed Processes, and sell to provide Licensed Services; but all of the LICENSED TECHNOLOGY rights granted under this Section 2.1 are expressly limited to the Field. This grant shall continue in perpetuity or until this Agreement may be terminated as hereinafter provided. 2.2 In exchange for the promises and other consideration contained herein and in the SLE FIELD and to practice under the PATENT RIGHTS in the SLE FIELD Joint Venture Agreement, Sequana further grants to the end of the term for which the PATENT RIGHTS are grantedCompany, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the a non-exclusive, royalty-free, nonexclusive worldwide right and license under the Sequana Improvement Technology (and also, in as much as needed to practice the Sequana Improvement Technology, under the PATENT RIGHTS Licensed Patent Rights, Licensed Copyrights, Licensed Trade Secrets, Licensed Know-How, and Licensed Software) to develop, make, have made, use, lease, offer for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES sale, sell and import Improvement Products, to practice the Improvement Processes, and to provide Improvement Services; but all of the rights granted under this Section 2.2 are expressly limited to the Field. This grant shall be construed to include the right to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject results of research as may be conducted by Sequana in the Field; and, to the rights of extent that Sequana has the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant right to this lawso grant, the United States government right to use the results of research as may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described be conducted by third parties in the PATENT RIGHTS throughout Field. This grant shall continue until the worldTransition Date. Pursuant Sequana and the Company hereby agree that prior to 35 U.S.C. §200the expiration of this grant, el seq. LICENSED TECHNOLOGY produced for sale in the United States they shall enter into good faith negotiations to determine a mutually agreeable royalty or other fee basis upon which such grant may be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies)extended beyond such expiration. 2.3 LICENSEE The Company shall not have the right to enter into sublicensing arrangements (without the right for further sublicense) for grant sublicenses to any of the rights, privileges and licenses license granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in to the limited extent such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale sublicenses are impliedly granted to purchasers of diagnostic products in excess of Licensed Products, Licensed Services, Improvement Products or Improvement Services. [***] dollars ($*** CONFIDENTIAL TREATMENT REQUESTED 89 [***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 Subject to the terms and conditions of this Agreement, UNIVERSITY BRANDEIS hereby grants to LICENSEELICENSEE a worldwide, to the extent it may lawfully do so, the sole and exclusive right and exclusive license in the TERRITORY to make, have made, use, offer for sale, import lease and sell the LICENSED TECHNOLOGY in the SLE FIELD and to practice under the PATENT RIGHTS in the SLE FIELD to the end of PRODUCT(S). Unless said Agreement is sooner terminated as hereinafter provided, the term for which the of said right and license shall be as follows: (a) In any country(s) where PATENT RIGHTS are granted, unless to the full end of the term of such PATENT RIGHT(S) in said country(s); (b) In any country(s) where PATENT RIGHT(S) are either not applied for, or if applied for, not granted, for a period of seventeen (17) years from the Effective Date of this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSESAgreement. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) for sublicense any of the rights, privileges and licenses license granted hereunder. Prior , only with the prior written approval of each sublicensee by UNIVERSITY BRANDEIS, which approval permission shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where unreasonably withheld. 2.3 LICENSEE agrees that any sublicense agreements signed by it shall contain a clause stating that the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination obligations of this Agreement, rights Agreement including royalty payment obligations shall be binding upon the SUBLICENSEE as if it were in the place of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsLICENSEE. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY BRANDEIS a copy of any and all fully executed sublicense agreements promptly upon execution thereofagreements, but in no event later than thirty and further agrees to forward to BRANDEIS annually a copy of such reports received by LICENSEE from its SUBLICENSEES during the preceding twelve (3012) days after each such month period under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreement has been executed by both parties theretoagreements. 2.6 The license granted hereunder 2.5 LICENSEE shall not be construed to confer receive from SUBLICENSEES anything of value in lieu of monetary payments based upon payment obligations of any rights upon LICENSEE by implicationsublicense of THE TECHNOLOGY, estoppel or otherwise as to any technology other than PATENT RIGHTS, or LICENSED PRODUCT(S) (see Paragraphs 1.3, 1.4 and 1.5) under this Agreement without the prior written approval of BRANDEIS.

Grant. 2.1 3.1 Subject to the terms and conditions of limitations set forth in this Agreement, UNIVERSITY REGENTS hereby grants to LICENSEE, to the extent it may lawfully do so, the right grant and LICENSEE hereby accepts an exclusive license in under the TERRITORY LICENSED PATENTS and within the LICENSED FIELD-OF-USE to make, have made, use, offer for salelease, import and distribute and/or sell the LICENSED TECHNOLOGY in the SLE FIELD PRODUCTS and to practice LICENSED METHOD in the LICENSED TERRITORY. 3.2 Said license shall be EXCLUSIVE in the LICENSED FIELD-OF-USE for a term commencing as of the effective date of this Agreement and ending on the date of the last to expire patent under the PATENT RIGHTS in LICENSED PATENTS. 3.3 REGENTS expressly reserve the SLE FIELD to the end of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY INVENTION for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSESeducational and research purposes. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 4.1 LICENSEE shall have the right to enter into sublicensing arrangements sublicense to third parties to make, have made, use, lease, distribute and/or sell LICENSED PRODUCTS and to practice the LICENSED METHOD provided that LICENSEE has current exclusive rights under this Agreement. Every such sublicense shall contain at least the following: (without a) A statement setting forth the right for further sublicense) for the date upon which LICENSEE's exclusive rights, privileges privileges, and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval license hereunder shall not be unreasonable withheld or delayedexpire. (b) A statement such that, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that extent applicable, the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party in place of LICENSEE, except that: (i) Earned royalty rate and minimum royalties may be at higher rates than this Agreement; (ii) Sublicensee(s) shall be precluded from granting further sublicenses; and (iii) Sublicensee(s) shall not be required to assume the obligations due to REGENTS under Paragraph 6.5 and Articles 5, 7, 14 and 21 of this Agreement. Each However, under any sublicense, sublicensee shall at least be obligated to LICENSEE under Articles 15 and 21. (c) The same provision for indemnification of REGENTS as has been provided for in this Agreement. 4.2 LICENSEE shall notify REGENTS of each sublicense granted hereunder and furnish to REGENTS a summary of the material terms of each such sublicense agreements. 4.3 LICENSEE shall collect and guarantee payment of all royalties due REGENTS from sublicensees; and deliver all reports due REGENTS and received from sublicensees. 4.4 Upon termination of this Agreement for any reason, all sublicenses that are granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided remain in Section 5.2 with respect effect and shall be assigned to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder REGENTS except that REGENTS shall not be construed bound to confer perform any rights upon LICENSEE by implication, estoppel duties or otherwise as to obligations set forth in any technology other than PATENT RIGHTSsublicenses that extend beyond the duties and obligations of REGENTS set forth in this Agreement.

Grant. 2.1 3.1 Subject to the terms and conditions of set forth in this AgreementAGREEMENT, UNIVERSITY and subject to the licenses granted to the United States government and to the HHMI as stated in Articles 1.3 and 1.4, REGENTS hereby grants to LICENSEELICENSEE and LICENSEE hereby accepts a worldwide, to the extent it may lawfully do so, the right and exclusive license in the TERRITORY under REGENTS’ PATENT RIGHTS to make, have made, use, sell, offer for salesale and import LICENSED PRODUCT(S), import and sell the LICENSED TECHNOLOGY in the SLE FIELD and to otherwise practice LICENSED METHOD(S) and REGENTS’ PATENT RIGHTS. 3.2 The license under the PATENT RIGHTS in the SLE FIELD to the end Article 3.1 will be exclusive for a term commencing as of the term for which Effective Date and ending on the date of the last to expire patent under REGENTS’ PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves RIGHTS. 3.3 REGENTS and the royaltyHHMI expressly reserve the non-free, nonexclusive exclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY INVENTIONS and related technology for NONtheir non-COMMERCIAL EDUCATION AND RESEARCH PURPOSEScommercial educational and research purposes. In addition, REGENTS and the HHMI reserve the right to transfer biological tangible materials required to practice the INVENTIONS to requesters in the nonprofit sector for their noncommercial educational and research purposes. 2.2 The 3.4 LICENSEE will have a continuing responsibility to keep REGENTS informed of its large/small entity status (as defined by the United States Patent and Trademark Office) of itself and its sublicensees. 3.5 Upon receipt of a written request from LICENSEE to convert the license granted hereby is subject from REGENTS herein (pursuant to Article 3.1, above) from an exclusive right to a nonexclusive right, then REGENTS and LICENSEE agree to commence good faith discussions within thirty (30) days of such written request as to the availability and terms of a nonexclusive license to the REGENTS’ PATENT RIGHTS, but it is understood that REGENTS has no obligation to grant such a license. 3.6 LICENSEE, at its sole discretion, shall have the right to extend the licenses granted under Article 3.1 to its AFFILIATES. Further, LICENSEE may perform any of its obligations under this AGREEMENT by or through one of its AFFILIATES, provided that LICENSEE shall in any event remain responsible for such performance. LICENSEE hereby agrees that each of its AFFILIATES that exercises any of the rights granted hereunder shall comply with the terms and conditions of this AGREEMENT. 3.7 The INVENTIONS covered REGENTS’ PATENT RIGHTS were funded in part by grants from the United States government. In accordance with PL 96-517 as amended by PL 98-620, if anyto the extent required by law or regulation, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. any LICENSED TECHNOLOGY produced for sale PRODUCTS sold in the United States shall will be substantially manufactured in the United States. If LICENSEE documents to REGENTS that it is not commercially feasible to comply with the requirement to manufacture such products substantially in the United States (unless and requests a waiver under 35 U.S.C. §204 is granted by of this requirement, then REGENTS shall submit a request for such waiver to the appropriate United States government agencies)federal government. 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 Subject to the terms and conditions of this Agreement, UNIVERSITY hereby grants to LICENSEE, to the extent it may lawfully do so, the right and exclusive license in the TERRITORY to make, have made, use, offer for sale, import and sell the LICENSED TECHNOLOGY in the SLE FIELD and to practice under the PATENT RIGHTS in the SLE FIELD to the end of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES. 2.2 The license granted hereby is subject to the rights of the United States government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to this law, the United States government may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall have the right to enter into sublicensing arrangements (without the right for further sublicense) for the rights, privileges and licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld or delayed, will be required for all sublicensees, except in such cases where the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITY, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.Information Omitted 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to this Agreement. Each sublicense granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of the same scope as provided in Section 5.2 with respect to LICENSEE. 2.5 LICENSEE agrees to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.

Grant. 2.1 Subject to the terms limitations set forth in this Agreement and conditions of this Agreementsubject to the licenses granted to the United States Government and HHMI as set forth in the Recitals above, UNIVERSITY The Regents hereby grants to LICENSEE, to Licensee exclusive licenses under Patent Rights in countries where Patent Rights exist for the extent it may lawfully do so, the right and exclusive license in the TERRITORY following: (i) to make, have made, use, sell, offer for sale, have sold, export, and import the Covered Products; (ii) to provide Services to one or more third parties; and sell (iii) to identify Identified Products and Service Products. For the LICENSED TECHNOLOGY avoidance of doubt, for so long as The Regents has granted to Licensees the above rights and licenses set forth in this Paragraph 2.1, Licensee, its Affiliates, Joint Ventures, and sublicensees have the SLE FIELD and to practice under the PATENT RIGHTS in the SLE FIELD to the end of the term for which the PATENT RIGHTS are granted, unless this Agreement is terminated as provided herein. UNIVERSITY reserves the royalty-free, nonexclusive right to practice under sell Identified Products, and their third-party customers of Services have the PATENT RIGHTS for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSES and right to use the LICENSED TECHNOLOGY for NON-COMMERCIAL EDUCATION AND RESEARCH PURPOSESsell Service Products independent of The Regents. 2.2 The license granted hereby is Subject to the limitations set forth in this Agreement and subject to the rights of licenses granted to the United States government, if any, Government and HHMI as set forth in 35 U.S.C. §200the Recitals above, et seqThe Regents hereby grants to Licensee exclusive licenses under Property Rights in countries where Property Rights may be lawfully granted for the following: (i) to possess, make (propagate), have made, and use the Biological Materials; (ii) to make, have made, use, sell, offer for sale, have sold, export, and import the Non-Patent Products; (iii) to provide Services to one or more third parties; and (iv) to identify Identified Products and Service Products. Pursuant For the avoidance of doubt, for so long as The Regents has granted to Licensee the above rights and licenses set forth in this lawParagraph 2.2, the United States government may have acquired a nonexclusiveLicensee, nontransferableits Affiliates, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the PATENT RIGHTS throughout the world. Pursuant to 35 U.S.C. §200Joint Ventures, el seq. LICENSED TECHNOLOGY produced for sale in the United States shall be substantially manufactured in the United States (unless a waiver under 35 U.S.C. §204 is granted by the appropriate United States government agencies). 2.3 LICENSEE shall and sublicensees have the right to enter into sublicensing arrangements (without sell Identified Products, their third-party customers of Services have the right for further sublicense) to sell Service Products independent of The Regents. 2.3 The rights granted to Licensee under Paragraphs 2.1 and 2.2 above are limited to the right to possess, make (propagate), have made, and use the Biological Materials only for the rightspurposes stated in this Agreement and for no other purposes. Licensee acknowledges that title to the tangible material comprising the Biological Materials is owned by The Regents and is not transferred to Licensee under this Agreement except as necessary to permit the sale of Products that is comprised of the Biological Material (e.g. Biological Product). Licensee will not sell, privileges and donate, abandon, or otherwise transfer the Biological Materials to any third party other than an Affiliate, Joint Venture, or, sublicensee. 2.4 For any licenses granted hereunder. Prior written approval of each sublicensee by UNIVERSITY which approval shall not be unreasonable withheld to Licensee under Paragraphs 2.1 and 2.2 above, The Regents also grants to Licensee the right to issue sublicenses to one or delayedmore third parties to make, will be required have made, use, sell, offer for all sublicenseessale, except in such cases where have sold, export, and import Products and practice the sublicense: (1) has at least one FDA approved medical diagnostic test currently on the market: and (2) has yearly revenues from the commercial sale of diagnostic products in excess of [***] dollars ($[***]). Upon termination of this Agreement, rights of any sublicensee granted by Licensee pursuant to this Section 2.3 shall survive such termination at the written request of such sublicensees provided to UNIVERSITYPatent Method, provided that the action or inaction of such sublicense was not the cause of such termination. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.4 LICENSEE agrees that any sublicense granted by it shall provide that the obligations to UNIVERSITY of Articles 2, 7, 8, 9, 10, and 13 of this Agreement shall be binding upon the sublicensee as if it were party to Licensee retains exclusive rights thereto under this Agreement. Each sublicense To the extent that rights are granted by LICENSEE pursuant to this Agreement shall include an audit right by UNIVERSITY of sublicensee of sublicensees under specific terms and covenants, such terms and covenants will provide for the same scope as provided in Section 5.2 with respect rights and obligations due The Regents, HHMI, and United States Government, including royalties sufficient to LICENSEE. 2.5 LICENSEE agrees provide for payment to forward to UNIVERSITY a copy of any and all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto. 2.6 The license granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology other than PATENT RIGHTS.Regents by