Common use of Sublicensing Clause in Contracts

Sublicensing. 6.1 LICENSEE shall notify LSU in writing and shall send LSU a copy of every sublicense agreement and each amendment thereto within [*] days after execution. At LICENSEE’s option, LICENSEE may redact from the copy of the sublicense or amendment that is provided to LSU any material that LICENSEE reasonably believes, in good faith, both: (i) is not reasonably necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement, and also (ii) would not reasonably be expected to affect LSU’s rights under this Agreement. However, if LICENSEE elects to provide such a redacted copy to LSU, then LICENSEE will also simultaneously provide to LSU a brief description, in general terms, of the nature of the material redacted. If LSU reasonably believes, based on such description, that the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, then LSU will so inform LICENSEE in writing and the parties will work together to identify a mutually acceptable neutral third party to whom LICENSEE will provide both the redacted and unredacted sublicenses or amendments. Such neutral third party will review such redacted and unredacted sublicenses or amendments for the sole purpose of determining whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement. Such neutral third party will inform the parties within [*] days after receipt of such redacted and unredacted sublicenses or amendments whether, in such neutral third party’s determination, the redacted material contains any material .that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement and, if applicable, will provide to LICENSEE and LSU a revised version of the redacted sublicense or amendment that restores only such material. The parties agree to be bound by the determination of such neutral third party. Notwithstanding anything to the contrary in the foregoing, LICENSEE will have no obligation to provide any unredacted sublicense or amendment to any third party chosen under this Section 6.1 unless such third party agrees to be bound by written obligations acceptable to LICENSEE (a) to treat such unredacted sublicense or amendment as LICENSEE’s confidential information, (b) to use such unredacted sublicense or amendment solely to determine whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, and (c) except for any redacted material that such neutral third party determines should be disclosed to LSU in accordance with this Section 6.1, not to disclose such unredacted sublicense or amendment to anyone (including, but not limited to, LSU). LSU shall treat any sublicense agreement or amendment received from LICENSEE or any such neutral third party as confidential information of LICENSEE. The parties will share equally any and all costs and expenses relating to the engagement of any neutral third party to review any sublicense or amendment under this Section 6.1; provided that, if such neutral third party identifies redacted material should be disclosed to LSU in accordance with this Section 6.1, LICENSEE will bear all such costs and expenses. 6.2 LICENSEE shall contemporaneously certify to LSU in writing that each sublicense: (1) is consistent with the terms and conditions of this Agreement; (2) contains the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on LSU’s liability, as provided by Article 9 below; and (3) contains provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Articles:

Sublicensing. 6.1 LICENSEE shall 3.2.1 On a Sanofi Target-by-Sanofi Target basis, Sanofi will promptly notify LSU in writing and shall send LSU Ablynx of any sublicenses Sanofi grants to Third Parties pursuant to Section 3.1.2 that include the right to market, offer for sale, sell or have sold a copy of every sublicense agreement and each amendment thereto within [*] days after execution. At LICENSEE’s option, LICENSEE may redact from Licensed Product (including the copy identity of the sublicense or amendment that is provided to LSU relevant Sublicensee) (such sublicense, a “Commercialization Sublicense”). 3.2.2 Notwithstanding any material that LICENSEE reasonably believessublicenses granted by Sanofi hereunder, in good faith, both: (i) is not reasonably necessary to demonstrate LICENSEE’S compliance with the requirements of this AgreementSanofi will be, and also (ii) would not reasonably be expected remain, liable to affect LSUAblynx for the performance of Sanofi’s rights under this Agreement. However, if LICENSEE elects to provide such a redacted copy to LSU, then LICENSEE will also simultaneously provide to LSU a brief description, in general terms, of the nature of the material redacted. If LSU reasonably believes, based on such description, that the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights obligations under this Agreement, then LSU will so inform LICENSEE in writing and the parties will work together whether performed by Sanofi or its sublicensees, including (a) with respect to identify a mutually acceptable neutral third party any Sublicensee, all payments due to whom LICENSEE will provide both the redacted and unredacted sublicenses or amendments. Such neutral third party will review such redacted and unredacted sublicenses or amendments for the sole purpose of determining whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights Ablynx under this Agreement. Such neutral third party will inform the parties within [*] days after receipt of such redacted and unredacted sublicenses or amendments whether, in such neutral third party’s determination, the redacted material contains any material .that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement and, if applicable, will provide to LICENSEE and LSU a revised version of the redacted sublicense or amendment that restores only such material. The parties agree to be bound by the determination of such neutral third party. Notwithstanding anything to the contrary in the foregoing, LICENSEE will have no obligation to provide any unredacted sublicense or amendment to any third party chosen under this Section 6.1 unless such third party agrees to be bound by written obligations acceptable to LICENSEE (a) to treat such unredacted sublicense or amendment as LICENSEE’s confidential information, (b) to use such unredacted sublicense or amendment solely to determine whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements breach of this Agreement or that would reasonably be expected to affect LSUby Sanofi’s rights under this AgreementSublicensees, and (c) except for Sanofi’s obligations to indemnify and hold the Ablynx Indemnitees harmless under Section 9.1.2. 3.2.3 In any redacted material Commercialization Sublicense, Sanofi will include in the relevant sublicense agreement provisions that such neutral third party determines should be disclosed are essentially equivalent to LSU in accordance with this Section 6.1, not the following Sections and Articles (to disclose such unredacted sublicense or amendment to anyone (includingthe extent that, but not limited tofor the grant of the sublicense, LSU). LSU shall treat any such Sections and Articles would have applied to and been undertaken by Sanofi): [...***...]; provided that including such provisions in such a sublicense agreement or amendment received will not in any way release Sanofi from LICENSEE or any such neutral third party as confidential information of LICENSEE. The parties will share equally any and all costs and expenses relating obligation it has to Ablynx under the engagement of any neutral third party to review any sublicense or amendment under this Section 6.1; provided that, if such neutral third party identifies redacted material should be disclosed to LSU in accordance with this Section 6.1, LICENSEE will bear all such costs and expenses. 6.2 LICENSEE shall contemporaneously certify to LSU in writing that each sublicense: (1) is consistent with the further terms and conditions of this Agreement;. 3.2.4 Sanofi will not be required to provide a copy of any sublicense agreement to Ablynx nor disclose any terms and conditions of a sublicense agreement to Ablynx. However, Ablynx may request Sanofi (2which request will not be unreasonably made and may not be made more than once) contains to have any Commercial Sublicense reviewed by an independent legal counsel appointed by Ablynx and reasonably acceptable to Sanofi in order to verify that the SUBLICENSEE’S acknowledgment of sublicense agreement meets the disclaimer of warranty and limitation requirements that this Agreement imposes on LSU’s liability, as provided any sublicense agreement entered into by Article 9 below; and (3) contains provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Articles:Sanofi. [...***...

Sublicensing. 6.1 (a) LICENSEE shall notify LSU have no right or power to grant sublicenses of the LICENSED CELL LINE, under section 21. (a), except LICENSEE shall have the right to sublicense third parties to make the LICENSED MONOCLONAL ANTIBODY on behalf of LICENSEE solely for the use of LICENSEE, its AFFILIATES and sublicensees subject to FHCRC’s prior written consent, which consent shall not be unreasonably withheld. If FHCRC does not respond in writing thirty (30) days to written request for consent from LICENSEE, such non-response shall constitute consent by FHCRC hereunder. In addition to any other requirements imposed under this Agreement, a sublicense of the LICENSED CELL LINE shall require that the LICENSED CELL LINE be maintained in and not transferred from the United States and will prohibit the sublicensee from sublicensing or otherwise transferring the LICENSED CELL LINE to any other person or entity. Upon the prior written approval of FHCRC, which shall send LSU a copy of every sublicense agreement and each amendment thereto within [*] days after execution. At LICENSEE’s optionnot be unreasonably withheld, LICENSEE may redact from sublicense on third party to make the copy LICENSED MONOCLONAL ANTIBODY in Europe on behalf of LICENSEE solely for the use of LICENSEE, its AFFILIATES and sublicensees upon terms and conditions agreeable to FHCRC. A determination by FHCRC that a sublicense will affect adversely its rights in the LICENSED CELL LINE or the LICENSED MONOCLONAL ANTIBODY or its ability to enforce those rights shall be deemed a reasonable basis to withhold consent to that sublicense for purposes of this Section 2.2(a). (b) LICENSEE may grant and authorize sublicenses to permit third parties to perform LICENSED SERVICES and to make, have made, use and sell LICENSED PRODUCTS (but not the LICENSED CELL LINE) within the scope of the sublicense or amendment License described in Section 2.1(b) of this Agreement with FHCRC’s prior written consent, which consent will not be unreasonably withheld. If FHCRC does not respond in thirty (30) days to written request for consent from LICENSEE, such non-response shall constitute consent by FHCRC hereunder. All sublicenses granted by LICENSEE under this Section 2.2 (b) shall include a requirement that is provided the sublicensesee use reasonable efforts to LSU introduce the LICENSED PRODUCTS into the commercial market as soon as reasonably possible, consistent with sound and reasonable business practices and judgment, and thereafter endeavor to keep LICENSED PRODUCTS reasonably available to the public. (c) In addition to any material that LICENSEE reasonably believes, in good faith, both: (i) is not reasonably necessary to demonstrate LICENSEE’S compliance with the other requirements of this Agreement, and also (ii) would not reasonably be expected any sublicense agreement under this Section 2.2 shall bind the sublicensee to affect LSUmeet all LICENSEE’s rights obligations to FHCRC under this Agreement. HoweverRoyalties charged for sublicenses by LICENSEE shall be commercially reasonable. LICENSEE shall promptly provide FHCRC with a copy of any sublicense agreement subject to the confidentiality provisions of Article 10 of this Agreement. (d) Notwithstanding 2.2 (a)-(c), LICENSEE may transfer the LICENSED MONOCLONAL ANTIBODY to third parties, and if required by such third party, sublicense the LICENSED MONOCLONAL ANTIBODY for the purpose of testing, analysis, development or manufacturing of LICENSED PRODUCTS or LICENSED SERVICES to be sold or offered for sale by LICENSEE elects to provide such a redacted copy to LSU, then LICENSEE will also simultaneously provide to LSU a brief description, in general terms, of the nature of the material redacted. If LSU reasonably believes, based on such description, or authorized sublicensees; provided that the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, then LSU will so inform LICENSEE in writing and the parties will work together to identify a mutually acceptable neutral third party to whom LICENSEE will provide both the redacted transfer is made has agreed (1) in writing to use the LICENSED MONOCLONAL ANTIBODY solely for that limited purpose and unredacted sublicenses has agreed (2) not to make, use or amendments. Such neutral third party will review such redacted sell or offer for sale or otherwise distribute or exploit the LICENSED MONOCLONAL ANTIBODY or any LICENSED PRODUCT or LICENSED SERVICE and unredacted sublicenses or amendments for the sole purpose of determining whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement. Such neutral third party will inform the parties within [*] days after receipt of such redacted and unredacted sublicenses or amendments whether, in such neutral third party’s determination, the redacted material contains any material .that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement and, if applicable, will provide to LICENSEE and LSU a revised version of the redacted sublicense or amendment that restores only such material. The parties agree (3) to be bound by the determination of such neutral third party. Notwithstanding anything to the contrary Confidentiality provisions in the foregoing, LICENSEE will have no obligation to provide any unredacted sublicense or amendment to any third party chosen under this Section 6.1 unless such third party agrees to be bound by written obligations acceptable to LICENSEE (a) to treat such unredacted sublicense or amendment as LICENSEE’s confidential information, (b) to use such unredacted sublicense or amendment solely to determine whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, and (c) except for any redacted material that such neutral third party determines should be disclosed to LSU in accordance with this Section 6.1, not to disclose such unredacted sublicense or amendment to anyone (including, but not limited to, LSU). LSU shall treat any sublicense agreement or amendment received from LICENSEE or any such neutral third party as confidential information of LICENSEE. The parties will share equally any and all costs and expenses relating to the engagement of any neutral third party to review any sublicense or amendment under this Section 6.1; provided that, if such neutral third party identifies redacted material should be disclosed to LSU in accordance with this Section 6.1, LICENSEE will bear all such costs and expenses. 6.2 LICENSEE shall contemporaneously certify to LSU in writing that each sublicense: (1) is consistent with the terms and conditions Article 10 of this Agreement; (2) contains the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on LSU’s liability, as provided by Article 9 below; and (3) contains provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Articles:.

Sublicensing. 6.1 LICENSEE shall notify LSU in writing Each Licensee may sublicense, through multiple tiers, the license and shall send LSU a copy of every sublicense agreement and each amendment thereto within [*] days after execution. At LICENSEE’s option, LICENSEE may redact from the copy of the sublicense rights granted to it pursuant to Section 2.1 or amendment that is provided Section 2.2 (as applicable) to LSU any material that LICENSEE reasonably believes, in good faith, both: (i) is not reasonably necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement, its Affiliates and also (ii) would not reasonably be expected to affect LSU’s rights under this Agreement. HoweverThird Parties in the ordinary course of business, if LICENSEE elects to provide for the benefit of Licensee or its Affiliates (and not, for the avoidance of doubt, for the independent use of such Third Parties) (each such Affiliate or Third Party, a redacted copy to LSU, then LICENSEE will also simultaneously provide to LSU a brief description, in general terms, of the nature of the material redacted. If LSU reasonably believes, based on such description“Sublicensee”); provided, that each Licensee shall not, and shall cause its Affiliates not to, grant any such sublicense to any Person that such Licensee knows, or should reasonably know, intends to Distribute the redacted material contains material Licensed Products outside the JSG Territory (with respect to JSG as the Licensee) or the SharkNinja Territory (with respect to SharkNinja as the Licensee). The sublicensing Party shall notify the other Party in writing of any sublicense granted to Third Parties promptly following execution (and amendment) thereof. Each sublicense granted to a Third Party under the Licensed SN IP or the Licensed JSG Royalty IP that is necessary to demonstrate LICENSEE’S compliance with negotiated by a Licensee after the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, then LSU will so inform LICENSEE in writing and the parties will work together to identify a mutually acceptable neutral third party to whom LICENSEE will provide both the redacted and unredacted sublicenses or amendments. Such neutral third party will review such redacted and unredacted sublicenses or amendments for the sole purpose of determining whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement. Such neutral third party will inform the parties within [*] days after receipt of such redacted and unredacted sublicenses or amendments whether, in such neutral third party’s determination, the redacted material contains any material .that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement and, if applicable, will provide to LICENSEE and LSU a revised version of the redacted sublicense or amendment that restores only such material. The parties agree to be bound by the determination of such neutral third party. Notwithstanding anything to the contrary in the foregoing, LICENSEE will have no obligation to provide any unredacted sublicense or amendment to any third party chosen under this Section 6.1 unless such third party agrees to be bound by written obligations acceptable to LICENSEE (a) to treat such unredacted sublicense or amendment as LICENSEE’s confidential information, (b) to use such unredacted sublicense or amendment solely to determine whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, and (c) except for any redacted material that such neutral third party determines should be disclosed to LSU in accordance with this Section 6.1, not to disclose such unredacted sublicense or amendment to anyone Effective Date (including, but for clarity, amendments and renewals negotiated after the Effective Date to agreements that exist as of the Effective Date) shall (A) be granted pursuant to a written agreement which does not limited to, LSU). LSU shall treat any sublicense agreement or amendment received from LICENSEE or any such neutral third party as confidential information of LICENSEE. The parties will share equally any and all costs and expenses relating to the engagement of any neutral third party to review any sublicense or amendment under this Section 6.1; provided that, if such neutral third party identifies redacted material should be disclosed to LSU in accordance with this Section 6.1, LICENSEE will bear all such costs and expenses. 6.2 LICENSEE shall contemporaneously certify to LSU in writing that each sublicense: (1) is consistent conflict with the terms and conditions of this Agreement; , (2B) contains expressly include Licensor (or its designated Affiliate) as an intended third-party beneficiary in such sublicense agreement with rights to directly enforce the SUBLICENSEE’S acknowledgment terms and conditions related to the Licensed SN IP or Licensed JSG Royalty IP (as applicable), and (C) upon the request of Licensor, be provided by the Licensee to the Licensor (which may be redacted solely to the extent reasonably necessary to delete confidential terms not related to the sublicense of the disclaimer applicable rights granted hereunder or other compliance with this Agreement). For clarity, granting a sublicense shall not relieve each Licensee of warranty any obligations hereunder and limitation on LSUeach Licensee shall cause each of its Sublicensees to comply, and shall remain responsible for its Sublicensees’ compliance with, the terms of this Agreement applicable to such Licensee. In the event that a Licensee becomes aware of a material breach by any of its Sublicensees of any applicable provisions of this Agreement with respect to Intellectual Property of Licensor, such Licensee shall promptly notify the applicable Licensor of such breach, and the Parties shall cooperate to cause such Sublicensee to remedy such breach as appropriate; provided, that any reasonable costs or expenses incurred by either Party and paid to a Third Party shall be at such Licensee’s liability, as provided by Article 9 below; and (3) contains provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Articles:sole cost and expense.

Sublicensing. 6.1 LICENSEE Seelos shall notify LSU have the right to grant sublicenses (collectively “Sublicenses”) under the licenses granted to Seelos pursuant to Section 2.1; provided, however, that the granting by Seelos of a Sublicense shall not relieve Seelos of any of its obligations hereunder and provided, further, that Seelos’ right to grant a Person a Sublicense shall be subject to the condition that Seelos shall advise such Sublicensee of the restrictions set forth in writing this Agreement with respect to the rights sublicensed to such Sublicensee, shall include within such Sublicense express provisions binding the Sublicensee to all of the duties, obligations, restrictions and acknowledgements hereunder of Seelos (with Licensor being an express third-party beneficiary thereof to the extent (a) that any Sublicense is a sublicense of a CEA Licensed Products and (b) of audit rights and records retention, in each case unless upon Company’s request Licensor consents in a particular instance to waive such requirement that Licensor be an express third-party beneficiary, which consent Licensor will consider in good faith and not unreasonably withhold or delay) and stating that the Sublicense shall send LSU automatically terminate upon the expiration or earlier termination of this Agreement. Seelos shall reasonably promptly deliver to Licensor a copy of every sublicense agreement true and each amendment thereto within [*] days after execution. At LICENSEE’s option, LICENSEE may redact from the complete copy of the sublicense relevant portions of such Sublicense, provided that Seelos may redact any financial information and any sensitive or amendment proprietary information that is provided to LSU any material that LICENSEE reasonably believes, in good faith, both: (i) is not reasonably necessary to demonstrate LICENSEE’S ascertain such Sublicensee’s compliance with the requirements of this Agreement, and also (ii) would not reasonably be expected to affect LSU’s rights under this Agreement. However, if LICENSEE elects to provide such a redacted copy to LSU, then LICENSEE will also simultaneously provide to LSU a brief description, in general terms, of the nature of the material redacted. If LSU reasonably believes, based on such description, that the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, then LSU will so inform LICENSEE in writing and the parties will work together to identify a mutually acceptable neutral third party to whom LICENSEE will provide both the redacted and unredacted sublicenses or amendments. Such neutral third party will review such redacted and unredacted sublicenses or amendments for the sole purpose of determining whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement. Such neutral third party will inform the parties within [*] days after receipt of such redacted and unredacted sublicenses or amendments whether, in such neutral third party’s determination, the redacted material contains any material .that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement and, if applicable, will provide to LICENSEE and LSU a revised version of the redacted sublicense or amendment that restores only such material. The parties agree to be bound by the determination of such neutral third party. Notwithstanding anything to the contrary in the foregoing, LICENSEE will have no obligation to provide any unredacted sublicense or amendment to any third party chosen under this Section 6.1 unless such third party agrees to be bound by written obligations acceptable to LICENSEE (a) to treat such unredacted sublicense or amendment as LICENSEE’s confidential information, (b) to use such unredacted sublicense or amendment solely to determine whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, and (c) except for any redacted material that such neutral third party determines should be disclosed to LSU in accordance with this Section 6.1, not to disclose such unredacted sublicense or amendment to anyone (including, but not limited to, LSU). LSU shall treat any sublicense agreement or amendment received from LICENSEE or any such neutral third party as confidential information of LICENSEE. The parties will share equally any and all costs and expenses relating to the engagement of any neutral third party to review any sublicense or amendment under this Section 6.1; provided that, if such neutral third party identifies redacted material should be disclosed to LSU in accordance with this Section 6.1, LICENSEE will bear all such costs and expenses. 6.2 LICENSEE shall contemporaneously certify to LSU in writing that each sublicense: (1) is consistent with the terms and conditions of this Agreement; . Notwithstanding the foregoing sentence, it is not required that a Sublicense include provisions for the Sublicensee to pay royalties or make milestone payments or other payments directly to Licensor or to provide royalty reports directly to Licensor. Seelos shall require that all of its Sublicensees shall comply with the terms and conditions of this Agreement (2as applicable to them) contains and Seelos shall be and remain fully responsible to Licensor for the SUBLICENSEE’S acknowledgment compliance by such Sublicensees with the terms and conditions of this Agreement (as applicable to them) as if the Sublicensee were Seelos hereunder. In addition, Licensor hereby agrees that, for the express benefit of each Sublicensee whose Sublicense would be automatically terminated as a result of termination of this Agreement under Section 12.2 for Seelos’ breach (so long as such breach does not arise from any act or omission of such Sublicensee) or as a result of termination of this Agreement under Section 12.3 for Seelos’ bankruptcy or similar event, upon such termination Licensor shall negotiate in good faith with such Sublicensee to enter into a new direct license agreement with such Sublicensee which would contain terms and conditions that are substantially the same as those contained in the sublicense agreement subject to the following: (a) such direct license agreement shall carry forward any limitations or restrictions from Seelos’ full rights which had been effected in such Sublicense (e.g., limitations or restrictions as to duration, type of Licensed Product, method of administration, type of commercialization right, geographic territory, field of use, etc.), (b) if the rights granted by Seelos to such Sublicensee and another Sublicensee had been inconsistent (e.g., the two Sublicensees’ exclusive territories in fact overlapped), Licensor shall be entitled to negotiate so as to cause the elimination in the direct license agreements of any such inconsistency, and (c) such direct license agreement, together with any and all other direct license agreements entered into with other former Sublicensees on account of this Section 2.2, shall afford to Licensor the economic benefit as to the milestone payments and royalties to the extent that such milestone payment and royalties have a proportionate relation to such Sublicensees’ rights and arise after the date of termination of this Agreement as if this Agreement were still in effect, provided that Licensor shall not be entitled to any such milestone payment or royalties payment to the extent that Licensor already has received or recovered or later receives and recovers from, on behalf of or because of Seelos or its successors or assigns any damages, settlement amounts or other amounts for or otherwise in connection with such milestone payments and royalties. As an illustration of subsection (c): if there are four such Sublicensees, the obligations of the disclaimer of warranty and limitation on LSU’s liabilityformer Sublicensees under the four (or, as provided by Article 9 below; and (3the case may be, fewer) contains provisions under which the SUBLICENSEE accepts duties at least equivalent direct license agreements to those accepted by the LICENSEE pay a particular milestone payment shall in the following Articles:aggregate, somehow, equal the amount of the particular milestone payment to the extent to which such milestone has a proportionate relation to such Sublicensees’ rights and arises after the date of termination of this Agreement as if this Agreement were still in effect. (As an example, for clarity: the rights of a Sublicensee whose rights are limited to CEA Licensed Products in South America would not “have a proportionate relation” to any of the milestones hereunder except the ones identified in Section 5.3(c)(iii) and Section 5.3(c)(vii).) As another illustration of subsection (b): if there are four such Sublicensees, the obligations of the former Sublicensees under the four (or, as the case may be, fewer) direct license agreements to pay royalties shall be based on the same royalty tiers as set forth in this Agreement, and as to each such direct license agreement the achievement of the applicable tier threshold shall be based not on such former Sublicensee’s Net Sales alone, but rather on the combined Net Sales of all former Sublicensees under their direct license agreements plus the Net Sales of Licensed Products under any other direct license agreement which Licensor may at any time enter into with anyone else (e.g., if the direct license agreements with former Sublicensees did not in the aggregate cover all geographies in the world). Except for Sublicenses as expressly allowed herein, Seelos acknowledges that it has no right to, and agrees not to purport to, grant to anyone a sublicense under the Licensor IP.

Sublicensing. 6.1 LICENSEE shall (a) In the event that ARROWHEAD sublicenses the rights granted under Section 4.1, ARROWHEAD will notify LSU in writing ALNYLAM within thirty (30) days after such sublicense becomes effective and shall send LSU provide a copy of every the fully executed sublicense agreement to ALNYLAM within the same time frame (which copy may be redacted, provided that information relevant to ARROWHEAD’s obligations to ALNYLAM hereunder shall not be redacted), which shall be treated as Confidential Information of ARROWHEAD, provided that ALNYLAM may disclose such sublicense agreement(s) to Third Parties under confidence if and to the extent required in order to comply with ALNYLAM’s contractual obligations related to ALNYLAM Patent Rights; and provided, further, that such Third Parties are bound in writing by confidentiality obligations consistent with those set forth herein. Should this Agreement or the rights granted to ARROWHEAD hereunder terminate for any reason, any sublicense(s) granted by ARROWHEAD to an ARROWHEAD Sublicensee shall survive such termination, provided that, as to each amendment thereto within [*] days after execution. At LICENSEE’s optionsuch ARROWHEAD Sublicensee, LICENSEE may redact from the copy ARROWHEAD Sublicensee is not then in material breach of the sublicense sublicense, all financial obligations to ALNYLAM under this Agreement through the date of termination with respect to the, sublicensed rights have been satisfied, all obligations (including without limitation all financial obligations) to ALNYLAM under this Agreement with respect to the sublicensed rights continue to be satisfied by or amendment that is provided on behalf of the ARROWHEAD Sublicensee and ALNYLAM shall have no responsibility for ARROWHEAD’ s obligations to LSU any material that LICENSEE reasonably believesthe ARROWHEAD Sublicensee under the sublicense. (b) Without limiting the foregoing, in good faith, both: all sublicenses granted shall be subject to the following conditions: (i) is not reasonably necessary to demonstrate LICENSEE’S compliance Such sublicense shall be consistent with the requirements of this Agreement, and also ; (ii) would not reasonably ARROWHEAD shall be expected to affect LSU’s rights under this Agreement. However, if LICENSEE elects to provide such a redacted copy to LSU, then LICENSEE will also simultaneously provide to LSU a brief description, in general terms, of the nature of the material redacted. If LSU reasonably believes, based on such description, that the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, then LSU will so inform LICENSEE in writing and the parties will work together to identify a mutually acceptable neutral third party to whom LICENSEE will provide both the redacted and unredacted sublicenses or amendments. Such neutral third party will review such redacted and unredacted sublicenses or amendments for the sole purpose of determining whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement. Such neutral third party will inform the parties within [*] days after receipt of such redacted and unredacted sublicenses or amendments whether, in such neutral third party’s determination, the redacted material contains any material .that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement and, if applicable, will provide to LICENSEE and LSU a revised version of the redacted sublicense or amendment that restores only such material. The parties agree to be bound by the determination of such neutral third party. Notwithstanding anything to the contrary in the foregoing, LICENSEE will have no obligation to provide any unredacted sublicense or amendment to any third party chosen under this Section 6.1 unless such third party agrees to be bound by written obligations acceptable to LICENSEE (a) to treat such unredacted sublicense or amendment as LICENSEE’s confidential information, (b) to use such unredacted sublicense or amendment solely to determine whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, and (c) except primarily liable for any redacted material that such neutral third party determines should be disclosed failure by its sublicensees to LSU comply with all relevant restrictions, limitations and obligations in accordance with this Section 6.1, not to disclose such unredacted sublicense or amendment to anyone (including, but not limited to, LSU). LSU shall treat any sublicense agreement or amendment received from LICENSEE or any such neutral third party as confidential information of LICENSEE. The parties will share equally any and all costs and expenses relating to the engagement of any neutral third party to review any sublicense or amendment under this Section 6.1; provided that, if such neutral third party identifies redacted material should be disclosed to LSU in accordance with this Section 6.1, LICENSEE will bear all such costs and expenses. 6.2 LICENSEE shall contemporaneously certify to LSU in writing that each sublicense: (1) is consistent with the terms and conditions of this Agreement; (2iii) contains the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on LSU’s liability, as provided by Article 9 belowAny such sublicense to a Third Party shall be in writing; and (3iv) contains provisions under which In the SUBLICENSEE accepts duties event that the Sublicensee initiates any legal action seeking a determination that any of the ALNYLAM Patent Rights in any country are invalid, unenforceable, and/or not infringed (including a request for reexamination or opposition of any such ALNYLAM Patent Rights), ARROWHEAD shall terminate the sublicense at least equivalent to those accepted by the LICENSEE in the following Articles:request of ALNYLAM.

Sublicensing. 6.1 LICENSEE shall (a) If CUBIST proposes to sublicense to a Third Party any rights to distribute promote, market or sell Product in the United States and/or in more than ***** Major Markets in the European Union, then CUBIST will notify LSU XTL in writing and shall send LSU a copy of every sublicense agreement and each amendment thereto thereof. If, within [*] thirty (30) days after executionXTL has received such notice from XTL, XTL notifies CUBIST in writing that it wishes to negotiate to become CUBIST’s Sublicensee with respect to the activities to distribute, promote, market or sell Product described in CUBIST’s notice with respect to such countries, then the Parties shall negotiate in good faith for a period of ***** days to see if the Parties can reach agreement on commercially reasonable terms pursuant to which XTL would serve as such Sublicensee. At LICENSEE’s optionDuring the ***** day period in which CUBIST and XTL are negotiating pursuant to this Section 2.5, LICENSEE may redact from such negotiations shall be exclusive and CUBIST cannot carry on discussions or negotiations with any Third Party regarding the copy opportunity to serve as such Sublicensee in such countries. If XTL and CUBIST cannot reach agreement on such terms within such ***** days, then CUBIST shall be free to enter into negotiations and discussions with such Third Party, and grant such a sublicense to such Third Party; provided, however, in no event will CUBIST grant such a sublicense to such Third Party on terms, considered in the totality of the circumstances, any less favorable to CUBIST than the terms last offered or proposed by XTL pursuant to the preceding provisions of this Section 2.5 without providing XTL with written notice of such terms and giving XTL ***** days to accept them. (b) Without limiting clause (a) above, if CUBIST proposes to sublicense to a Third Party any rights to distribute promote, market, and sell Product *****, then CUBIST will notify XTL in writing thereof and thereafter, XTL, to the extent that it remains so interested, shall be included among the interested parties with whom CUBIST holds discussions for such rights until such time as CUBIST selects the party with whom it wishes to enter into negotiations for a definitive agreement for such rights. XTL acknowledges that beyond inclusion and participation in the discussions for such rights, XTL has no additional right or amendment that is provided expectation whatsoever, and CUBIST has no additional obligation to LSU any material that LICENSEE reasonably believesXTL in respect of such rights under this Section 2.5(b). (c) Notwithstanding anything expressed or implied in this Section 2.5, in good faiththe event of a Change of Control of CUBIST, both: (i) is not reasonably necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement, and also (ii) would not reasonably be expected to affect LSUXTL’s rights under this Agreement. However, if LICENSEE elects Section 2.5 shall terminate (except with respect to provide any separate written agreement entered into between CUBIST and XTL prior to the effective date of such a redacted copy to LSU, then LICENSEE will also simultaneously provide to LSU a brief description, in general terms, Change of the nature of the material redacted. If LSU reasonably believes, based on such description, Control; provided that the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance CUBIST has promptly complied with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, then LSU will so inform LICENSEE notice provisions set forth in writing and the parties will work together to identify a mutually acceptable neutral third party to whom LICENSEE will provide both the redacted and unredacted sublicenses or amendments. Such neutral third party will review such redacted and unredacted sublicenses or amendments for the sole purpose of determining whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement. Such neutral third party will inform the parties within [*] days after receipt of such redacted and unredacted sublicenses or amendments whether, in such neutral third party’s determination, the redacted material contains any material .that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement and, if applicable, will provide to LICENSEE and LSU a revised version of the redacted sublicense or amendment that restores only such material. The parties agree to be bound by the determination of such neutral third party. Notwithstanding anything to the contrary in the foregoing, LICENSEE will have no obligation to provide any unredacted sublicense or amendment to any third party chosen under this Section 6.1 unless 2.5 prior to such third party agrees to be bound by written obligations acceptable to LICENSEE (a) to treat such unredacted sublicense or amendment as LICENSEE’s confidential information, (b) to use such unredacted sublicense or amendment solely to determine whether any Change of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, and (c) except for any redacted material that such neutral third party determines should be disclosed to LSU in accordance with this Section 6.1, not to disclose such unredacted sublicense or amendment to anyone (including, but not limited to, LSUControl). LSU shall treat any sublicense agreement or amendment received from LICENSEE or any such neutral third party as confidential information of LICENSEE. The parties will share equally any and all costs and expenses relating to the engagement of any neutral third party to review any sublicense or amendment under this Section 6.1; provided that, if such neutral third party identifies redacted material should be disclosed to LSU in accordance with this Section 6.1, LICENSEE will bear all such costs and expenses. 6.2 LICENSEE shall contemporaneously certify to LSU in writing that each sublicense: (1) is consistent with the terms and conditions of this Agreement; (2) contains the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on LSU’s liability, as provided by Article 9 below; and (3) contains provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Articles:

Sublicensing. 6.1 LICENSEE shall notify LSU in writing and shall send LSU a copy of every sublicense agreement and each amendment thereto within [*] days after execution. At LICENSEE’s option, LICENSEE may redact from Quick-Med hereby grants to Avery during the copy Term the right to grant sublicenses of the sublicense r▇▇▇▇▇ granted to Avery to one or amendment that is provided more Affiliates or to LSU any material that LICENSEE reasonably believesthird parties solely fo▇ ▇▇▇ right to develop, manufacture and sell the Licensed Products for the purposes set forth in good faith, both: (i) is not reasonably necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement, and also (ii) would not reasonably be expected to affect LSU’s rights under this Agreement. However, if LICENSEE elects Each such sublicense shall be subject to written agreement and Avery shall provide such a redacted copy to LSU, then LICENSEE will also simultaneously provide to LSU a brief description, in general terms, of the nature of the material redacted. If LSU reasonably believes, based on such description, that the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance Quick-Med with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, then LSU will so inform LICENSEE in writing and the parties will work together to identify a mutually acceptable neutral third party to whom LICENSEE will provide both the redacted and unredacted sublicenses or amendments. Such neutral third party will review such redacted and unredacted sublicenses or amendments for the sole purpose of determining whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement. Such neutral third party will inform the parties within [*] days after receipt written notice of such redacted and unredacted sublicenses or amendments whether, in such neutral third party’s determination, the redacted material contains any material .that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement and, if applicable, will provide to LICENSEE and LSU a revised version of the redacted sublicense or amendment that restores only such material. The parties agree to be bound by the determination of such neutral third party. Notwithstanding anything to the contrary in the foregoing, LICENSEE will have no obligation to provide any unredacted sublicense or amendment to any third party chosen under this Section 6.1 unless such third party agrees to be bound by written obligations acceptable to LICENSEE sub▇▇▇▇▇se within thirty (a30) to treat such unredacted sublicense or amendment as LICENSEE’s confidential information, (b) to use such unredacted sublicense or amendment solely to determine whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, and (c) except for any redacted material days following its execution confirming that such neutral third party determines should be disclosed to LSU in accordance with this Section 6.1, not to disclose such unredacted sublicense or amendment to anyone (including, but not limited to, LSU). LSU shall treat any sublicense agreement or amendment received from LICENSEE or any such neutral third party as confidential information of LICENSEE. The parties will share equally any and all costs and expenses relating to the engagement of any neutral third party to review any sublicense or amendment under this Section 6.1; provided that, if such neutral third party identifies redacted material should be disclosed to LSU in accordance with this Section 6.1, LICENSEE will bear all such costs and expenses. 6.2 LICENSEE shall contemporaneously certify to LSU in writing that each sublicense: (1) is consistent with the terms of this Agreement and incorporates such terms as required to provide Quick-Med with the same protection and rights provided hereunder. Avery agrees to use its commercially reasonable efforts to en▇▇▇▇▇ compliance by the sublicensee under each such sublicense agreement. In the event that Avery grants a sublicense to an Affiliate or a third party fo▇ ▇▇▇ch Avery receives only royalty payments for allowing the sale of ▇▇▇▇nsed Products (“Royalty Only Payments”), Avery and Quick-Med will negotiate an amendment to this Agree▇▇▇▇ in good faith to provide for a commercially reasonable, and mutually agreed upon, royalty to Quick-Med for such sublicense in lieu of incorporating such Royalty Only Payments into Net Sales for purposes of calculating the amount of Quick-Med’s royalty under Section 7.2. Notwithstanding the foregoing, if Avery and Quick-Med agree to a new royalty for a sublicense o▇ ▇▇▇ kind described in the preceding sentence, the Parties acknowledge and agree that: (a) such new royalty amount will be used in calculating whether the Minimum Royalty Amount has been achieved and (b) the amount of the Royalty Only Payments received by Avery from such sublicense will be included in Net Sales for ▇▇▇▇▇ses of determining what level of Annual Net Sales has been achieved in the royalties chart in Section 2 of Exhibit C for calculating Quick-Med’s royalty under Section 7.2. Quick-Med agrees that any information provided by Avery regarding such sublicense(s), including the identity of ▇▇▇ sublicensee, the fact that a business relationship exists and all disclosed terms and conditions is Avery Confidential Information and Quick-Med shall treat such ▇▇▇▇idential Information in accordance with Section 15 hereof. Upon termination of this Agreement; (2) contains , any sublicense granted hereunder shall immediately cease and terminate without any additional action by Quick-Med. ***** This material has been omitted pursuant to a request for confidential treatment and filed separately with the SUBLICENSEE’S acknowledgment of the disclaimer of warranty Securities and limitation on LSU’s liability, as provided by Article 9 below; and (3) contains provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Articles:Exchange Commission.

Sublicensing. 6.1 LICENSEE shall (a) If CUBIST proposes to sublicense to a Third Party any rights to distribute promote, market or sell Product in the United States and/or in more than [*] Major Markets in the European Union, then CUBIST will notify LSU XTL in writing and shall send LSU a copy of every sublicense agreement and each amendment thereto thereof. If, within [*] days after executionXTL has received such notice from XTL, XTL notifies CUBIST in writing that it wishes to negotiate to become CUBIST’s Sublicensee with respect to the activities to distribute, promote, market or sell Product described in CUBIST’s notice with respect to such countries, then the Parties shall negotiate in good faith for a period of [*] days to see if the Parties can reach agreement on commercially reasonable terms pursuant to which XTL would serve as such Sublicensee. At LICENSEE’s optionDuring the [*] day period in which CUBIST and XTL are negotiating pursuant to this Section 2.5, LICENSEE may redact from such negotiations shall be exclusive and CUBIST cannot carry on discussions or negotiations with any Third Party regarding the copy opportunity to serve as such Sublicensee in such countries. If XTL and CUBIST cannot reach agreement on such terms within such [*] days, then CUBIST shall be free to enter into negotiations and discussions with such Third Party, and grant such a sublicense to such Third Party; provided, however, in no event will CUBIST grant such a sublicense to such Third Party on terms, considered in the totality of the circumstances, any less favorable to CUBIST than the terms last offered or proposed by XTL pursuant to the preceding provisions of this Section 2.5 without providing XTL with written notice of such terms and giving XTL [*] days to accept them. (b) Without limiting clause (a) above, if CUBIST proposes to sublicense to a Third Party any rights to distribute promote, market, and sell Product [*], then CUBIST will notify XTL in writing thereof and thereafter, XTL, to the extent that it remains so interested, shall be included among the interested parties with whom CUBIST holds discussions for such rights until such time as CUBIST selects the party with whom it wishes to enter into negotiations for a definitive agreement for such rights. XTL acknowledges that beyond inclusion and participation in the discussions for such rights, XTL has no additional right or amendment that is provided expectation whatsoever, and CUBIST has no additional obligation to LSU any material that LICENSEE reasonably believesXTL in respect of such rights under this Section 2.5(b). (c) Notwithstanding anything expressed or implied in this Section 2.5, in good faiththe event of a Change of Control of CUBIST, both: (i) is not reasonably necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement, and also (ii) would not reasonably be expected to affect LSUXTL’s rights under this Agreement. However, if LICENSEE elects Section 2.5 shall terminate (except with respect to provide any separate written agreement entered into between CUBIST and XTL prior to the effective date of such a redacted copy to LSU, then LICENSEE will also simultaneously provide to LSU a brief description, in general terms, Change of the nature of the material redacted. If LSU reasonably believes, based on such description, Control; provided that the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance CUBIST has promptly complied with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, then LSU will so inform LICENSEE notice provisions set forth in writing and the parties will work together to identify a mutually acceptable neutral third party to whom LICENSEE will provide both the redacted and unredacted sublicenses or amendments. Such neutral third party will review such redacted and unredacted sublicenses or amendments for the sole purpose of determining whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement. Such neutral third party will inform the parties within [*] days after receipt of such redacted and unredacted sublicenses or amendments whether, in such neutral third party’s determination, the redacted material contains any material .that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement and, if applicable, will provide to LICENSEE and LSU a revised version of the redacted sublicense or amendment that restores only such material. The parties agree to be bound by the determination of such neutral third party. Notwithstanding anything to the contrary in the foregoing, LICENSEE will have no obligation to provide any unredacted sublicense or amendment to any third party chosen under this Section 6.1 unless 2.5 prior to such third party agrees to be bound by written obligations acceptable to LICENSEE (a) to treat such unredacted sublicense or amendment as LICENSEE’s confidential information, (b) to use such unredacted sublicense or amendment solely to determine whether any Change of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, and (c) except for any redacted material that such neutral third party determines should be disclosed to LSU in accordance with this Section 6.1, not to disclose such unredacted sublicense or amendment to anyone (including, but not limited to, LSUControl). LSU shall treat any sublicense agreement or amendment received from LICENSEE or any such neutral third party as confidential information of LICENSEE. The parties will share equally any and all costs and expenses relating to the engagement of any neutral third party to review any sublicense or amendment under this Section 6.1; provided that, if such neutral third party identifies redacted material should be disclosed to LSU in accordance with this Section 6.1, LICENSEE will bear all such costs and expenses. 6.2 LICENSEE shall contemporaneously certify to LSU in writing that each sublicense: (1) is consistent with the terms and conditions of this Agreement; (2) contains the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on LSU’s liability, as provided by Article 9 below; and (3) contains provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Articles:

Sublicensing. 6.1 LICENSEE shall Ideaya will have the right to grant sublicenses, through multiple tiers, under the licenses granted in Section 2.1 to its Affiliates and to Third Parties, provided that Ideaya will notify LSU Hengrui of the grant of such sublicense and the identity of the applicable Sublicensee in writing, and provide to Hengrui a copy of such sublicense (which may be redacted for financial terms to the extent not relevant to Hengrui’s rights or obligations hereunder), in each case, no later than [***] following the grant of such sublicense agreement (“Sublicense Agreement”), and, with respect to the grant by Ideaya of any such sublicense to a Third Party in respect of the U.S., Japan or the EU to any such potential Sublicensee that is not a Major Biopharmaceutical Company at the time of the proposed sublicensing, Ideaya will obtain the written consent of Hengrui prior to entering into a Sublicense Agreement for the U.S., Japan or EU with such Third Party, such consent not to be unreasonably withheld, conditioned, or delayed. Ideaya will ensure that each sublicense granted under the licenses granted in Section 2.1 will be in writing and shall send LSU a copy of every sublicense agreement comply with all terms and each amendment thereto within [*] days after execution. At LICENSEE’s option, LICENSEE may redact from the copy of the sublicense or amendment that is provided to LSU any material that LICENSEE reasonably believes, in good faith, both: (i) is not reasonably necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement, and also (ii) would not reasonably be expected to affect LSU’s rights under this Agreement. However, if LICENSEE elects to provide such a redacted copy to LSU, then LICENSEE will also simultaneously provide to LSU a brief description, in general terms, of the nature of the material redacted. If LSU reasonably believes, based on such description, that the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements conditions of this Agreement or that would reasonably be expected applicable to affect LSU’s rights under this Agreement, then LSU such Sublicensee and will so inform LICENSEE in writing and the parties will work together require further sublicenses to identify a mutually acceptable neutral third party to whom LICENSEE will provide both the redacted and unredacted sublicenses or amendments. Such neutral third party will review such redacted and unredacted sublicenses or amendments for the sole purpose of determining whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement. Such neutral third party will inform the parties within [*] days after receipt of such redacted and unredacted sublicenses or amendments whether, in such neutral third party’s determination, the redacted material contains any material .that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement and, if applicable, will provide to LICENSEE and LSU a revised version of the redacted sublicense or amendment that restores only such material. The parties agree to be bound by the determination of such neutral third party. Notwithstanding anything to the contrary in the foregoing, LICENSEE will have no obligation to provide any unredacted sublicense or amendment to any third party chosen under this Section 6.1 unless such third party agrees to be bound by written obligations acceptable to LICENSEE (a) to treat such unredacted sublicense or amendment as LICENSEE’s confidential information, (b) to use such unredacted sublicense or amendment solely to determine whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, and (c) except for any redacted material that such neutral third party determines should be disclosed to LSU in accordance with this Section 6.1, not to disclose such unredacted sublicense or amendment to anyone (including, but not limited to, LSU). LSU shall treat any sublicense agreement or amendment received from LICENSEE or any such neutral third party as confidential information of LICENSEE. The parties will share equally any and all costs and expenses relating to the engagement of any neutral third party to review any sublicense or amendment under this Section 6.1; provided that, if such neutral third party identifies redacted material should be disclosed to LSU in accordance with this Section 6.1, LICENSEE will bear all such costs and expenses. 6.2 LICENSEE shall contemporaneously certify to LSU in writing that each sublicense: (1) is consistent comply with the terms and conditions hereof, in the same manner and to the same extent as Ideaya is bound hereby, and Ideaya shall remain responsible for the performance of this Agreement by the Sublicensees. Without limiting the foregoing, each Sublicense Agreement will contain the following provisions: (a) a requirement that the sublicensee comply with Article 11 with respect to the other Party’s Confidential Information; (b) requirements consistent with this Section 2.2 and the relevant terms of this Agreement; ; and (2c) if such sublicense contains a right to Commercialize the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on LSU’s liabilityLicensed Products, as provided by Article 9 below; and (3) contains provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in such Sublicense Agreement will also contain the following Articles:provisions: (i) a requirement that the Sublicensee submit applicable sales or other reports to Ideaya to the extent necessary or relevant to the reports required to be made or records required to be maintained by Ideaya under this Agreement and (ii) the audit requirement set forth in Section 7.4 (mutatis mutandis). For clarity, any attempted sublicense by Ideaya in violation of this Section 2.2 shall be void.

Sublicensing. 6.1 LICENSEE shall (a) If CUBIST proposes to sublicense to a Third Party any rights to distribute promote, market or sell Product in the United States and/or in more than ***** Major Markets in the European Union, then CUBIST will notify LSU XTL in writing and shall send LSU a copy of every sublicense agreement and each amendment thereto thereof. If, within [*] **** days after executionXTL has received such notice from XTL, XTL notifies CUBIST in writing that it wishes to negotiate to become CUBIST’s Sublicensee with respect to the activities to distribute, promote, market or sell Product described in CUBIST’s notice with respect to such countries, then the Parties shall negotiate in good faith for a period of ***** days to see if the Parties can reach agreement on commercially reasonable terms pursuant to which XTL would serve as such Sublicensee. At LICENSEE’s optionDuring the ***** day period in which CUBIST and XTL are negotiating pursuant to this Section 2.5, LICENSEE may redact from such negotiations shall be exclusive and CUBIST cannot carry on discussions or negotiations with any Third Party regarding the copy opportunity to serve as such Sublicensee in such countries. If XTL and CUBIST cannot reach agreement on such terms within such ***** days, then CUBIST shall be free to enter into negotiations and discussions with such Third Party, and grant such a sublicense to such Third Party; provided, however, in no event will CUBIST grant such a sublicense to such Third Party on terms, considered in the totality of the circumstances, any less favorable to CUBIST than the terms last offered or proposed by XTL pursuant to the preceding provisions of this Section 2.5 without providing XTL with written notice of such terms and giving XTL ***** days to accept them. (b) Without limiting clause (a) above, if CUBIST proposes to sublicense to a Third Party any rights to distribute promote, market, and sell Product *****, then CUBIST will notify XTL in writing thereof and thereafter, XTL, to the extent that it remains so interested, shall be included among the interested parties with whom CUBIST holds discussions for such rights until such time as CUBIST selects the party with whom it wishes to enter into negotiations for a definitive agreement for such rights. XTL acknowledges that beyond inclusion and participation in the discussions for such rights, XTL has no additional right or amendment that is provided expectation whatsoever, and CUBIST has no additional obligation to LSU any material that LICENSEE reasonably believesXTL in respect of such rights under this Section 2.5(b). (c) Notwithstanding anything expressed or implied in this Section 2.5, in good faiththe event of a Change of Control of CUBIST, both: (i) is not reasonably necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement, and also (ii) would not reasonably be expected to affect LSUXTL’s rights under this Agreement. However, if LICENSEE elects Section 2.5 shall terminate (except with respect to provide any separate written agreement entered into between CUBIST and XTL prior to the effective date of such a redacted copy to LSU, then LICENSEE will also simultaneously provide to LSU a brief description, in general terms, Change of the nature of the material redacted. If LSU reasonably believes, based on such description, Control; provided that the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance CUBIST has promptly complied with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, then LSU will so inform LICENSEE notice provisions set forth in writing and the parties will work together to identify a mutually acceptable neutral third party to whom LICENSEE will provide both the redacted and unredacted sublicenses or amendments. Such neutral third party will review such redacted and unredacted sublicenses or amendments for the sole purpose of determining whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement. Such neutral third party will inform the parties within [*] days after receipt of such redacted and unredacted sublicenses or amendments whether, in such neutral third party’s determination, the redacted material contains any material .that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement and, if applicable, will provide to LICENSEE and LSU a revised version of the redacted sublicense or amendment that restores only such material. The parties agree to be bound by the determination of such neutral third party. Notwithstanding anything to the contrary in the foregoing, LICENSEE will have no obligation to provide any unredacted sublicense or amendment to any third party chosen under this Section 6.1 unless 2.5 prior to such third party agrees to be bound by written obligations acceptable to LICENSEE (a) to treat such unredacted sublicense or amendment as LICENSEE’s confidential information, (b) to use such unredacted sublicense or amendment solely to determine whether any Change of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, and (c) except for any redacted material that such neutral third party determines should be disclosed to LSU in accordance with this Section 6.1, not to disclose such unredacted sublicense or amendment to anyone (including, but not limited to, LSUControl). LSU shall treat any sublicense agreement or amendment received from LICENSEE or any such neutral third party as confidential information of LICENSEE. The parties will share equally any and all costs and expenses relating to the engagement of any neutral third party to review any sublicense or amendment under this Section 6.1; provided that, if such neutral third party identifies redacted material should be disclosed to LSU in accordance with this Section 6.1, LICENSEE will bear all such costs and expenses. 6.2 LICENSEE shall contemporaneously certify to LSU in writing that each sublicense: (1) is consistent with the terms and conditions of this Agreement; (2) contains the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on LSU’s liability, as provided by Article 9 below; and (3) contains provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Articles:

Sublicensing. 6.1 LICENSEE 5.17.1 Lavvan shall notify LSU in writing be entitled to grant Sublicenses to the Technology and shall send LSU the Amyris IP only to Persons that are Approved Sublicensees at the time such Sublicenses are entered into. Prior to the date hereof, Lavvan has provided Amyris with a copy list of every sublicense agreement pre-selected sublicensees and each amendment thereto within [*] days after execution. At LICENSEE’s option, LICENSEE may redact from Amyris has approved the copy of the sublicense or amendment that is provided to LSU any material that LICENSEE reasonably believes, in good faith, both: (i) is not reasonably necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement, and also (ii) would not reasonably be expected to affect LSU’s rights under this Agreement. However, if LICENSEE elects to provide such a redacted copy to LSU, then LICENSEE will also simultaneously provide to LSU a brief description, in general terms, of the nature of the material redacted. If LSU reasonably believes, based sublicensees set forth on such descriptionlist (the Persons on such list, that the redacted material contains material that is necessary as Persons may be added to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected removed from such list from time to affect LSU’s rights under this Agreement, then LSU will so inform LICENSEE in writing and the parties will work together to identify a mutually acceptable neutral third party to whom LICENSEE will provide both the redacted and unredacted sublicenses or amendments. Such neutral third party will review such redacted and unredacted sublicenses or amendments for the sole purpose of determining whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement. Such neutral third party will inform the parties within [*] days after receipt of such redacted and unredacted sublicenses or amendments whether, in such neutral third party’s determination, the redacted material contains any material .that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement and, if applicable, will provide to LICENSEE and LSU a revised version of the redacted sublicense or amendment that restores only such material. The parties agree to be bound by the determination of such neutral third party. Notwithstanding anything to the contrary in the foregoing, LICENSEE will have no obligation to provide any unredacted sublicense or amendment to any third party chosen under this Section 6.1 unless such third party agrees to be bound by written obligations acceptable to LICENSEE (a) to treat such unredacted sublicense or amendment as LICENSEE’s confidential information, (b) to use such unredacted sublicense or amendment solely to determine whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, and (c) except for any redacted material that such neutral third party determines should be disclosed to LSU time in accordance with this Section 6.15.17, not to disclose such unredacted sublicense or amendment to anyone (including, but not limited to, LSUbeing the “Approved Sublicenses”). LSU Lavvan shall treat be entitled to propose additional sublicensees to Amyris in writing from time to time along with such information as Amyris may reasonably request regarding each such proposed sublicensee, and each such proposed sublicensee shall become an Approved Sublicensee hereunder thirty (30) days after having been so proposed by Lavvan unless Amyris shall provide Lavvan with a reasonably detailed summary (a “Proposed Sublicensee Objection Notice”) of the reasons why Amyris objects to such any sublicense agreement such proposed sublicensee becoming an Approved Sublicensee hereunder (in which event any proposed sublicensee objected to in any Proposed Sublicensee Objection Notice shall not become an Approved Sublicensee hereunder). Lavvan shall provide Amyris with fifteen (15) days written notice prior to entering into a Sublicense with any Approved Sublicensee (a “Proposed Sublicense Notice”), along with a copy of the then-current draft of such proposed Sublicense. Lavvan shall discuss each such proposed Sublicense with Amyris prior to execution and shall allow Amyris the opportunity to provide comments on such proposed Sublicense, which comments Lavvan agrees to consider in good faith. Amyris shall be entitled to terminate the Approved Sublicensee status of any Approved Sublicensee at any time after any Person becomes an Approved Sublicensee until the date that is five (5) days after the date of a Proposed Sublicense Notice with respect to a Sublicense proposed to be entered into with such Approved Sublicensee in the event that such Approved Sublicensee shall be a party to any Action or amendment received from LICENSEE material dispute with Amyris, any of its Affiliates, or any party to any material business relationship with Amyris or any of its Affiliates, or (ii) any event or events shall have occurred involving such neutral third party as confidential information of LICENSEE. The parties will share equally any and all costs and expenses relating Approved Sublicensee that shall have caused Amyris to reasonably conclude that granting a Sublicense to such Approved Sublicensee would be materially adverse to the engagement legitimate business interests of Amyris or any neutral third party of its Affiliates or could materially and adversely affect the business or reputation or Amyris or any of its Affiliates, by providing written notice (an “Approved Sublicensee Termination Notice”) to review any sublicense or amendment under this Section 6.1; provided thatLavvan, if which Approved Sublicense Termination Notice shall include a reasonably detailed summary of the reasons why Amyris is terminating the Approved Sublicensee status of such neutral third party identifies redacted material should Approved Sublicensee (in which event such Approved Sublicensee shall cease to be disclosed an Approved Sublicensee hereunder, and Lavvan shall no longer be entitled to LSU in accordance enter into a Sublicense with this Section 6.1, LICENSEE will bear all such costs and expensesPerson ). 6.2 LICENSEE 5.17.2 Approved Sublicenses shall contemporaneously certify be entitled to LSU in writing further grant Sublicenses to the Technology and the Amyris IP only to Persons that each sublicense: are Approved Second Tier Sublicenses at the time such Sublicense is entered into or renewed. An “Approved Second Tier Sublicense” shall mean (1i) is consistent with the terms and conditions of this Agreement; any other Approved Sublicensee, (2ii) contains the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on LSU’s liability, as provided by Article 9 below; and (3) contains provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Articles:event an Approved Sublicensee is not appropriately licensed to Commercialize a Product in any state, province or other sub-national jurisdiction, any Person selected by such Approved Sublicensee and that holds the necessary licenses required in order to Commercialize such Product in such state, province or other sub-national jurisdiction; provided, that such Approved Sublicensee shall be responsible for the actions or omissions of such Person, and (iii) any other Person consented to by Amyris in writing, which consent shall not unreasonably be withheld, conditioned or delayed. Approved Second Tier Sublicenses shall not be entitled to further grant Sublicenses to the Technology and the Amyris IP without the prior written consent of Amyris.

Sublicensing. 6.1 LICENSEE shall notify LSU Hammock may sublicense rights under this Agreement (including in writing and shall send LSU a copy multiple tiers of every sublicenses) pursuant to written sublicense agreement and each amendment thereto within [*] days after execution. At LICENSEE’s optionagreements, LICENSEE may redact from the copy of the sublicense or amendment that is provided to LSU any material that LICENSEE reasonably believes, in good faith, both: that: (i) is not Hammock, within ten (10) days of the granting of each sublicense, notifying MilanaPharm of such grant and the name and address of each such Sublicensee; (ii) The sublicense requiring the payment of royalty rates in an amount, when taken as a whole together with all other amounts to be paid by the applicable Sublicensee under such sublicense, that are at least reasonably necessary sufficient to demonstrate LICENSEE’S compliance with cover the requirements amounts required to be paid to MilanaPharm under this Agreement for such Sublicensee’s applicable sales; (iii) the sublicense agreement (a) providing that the rights and/or obligations to MilanaPharm under Sections 4.5, 4.6, 5, 9.1, and 11 of this Agreement are binding upon the Sublicensee as if it were a party to this Agreement, and also (iib) would including copies of such Sections or Articles; (iv) the sublicense agreement including provisions of the same scope as provided in Sections 12 and 13; (v) the sublicense agreement not containing any provision that could reasonably be expected deemed to affect LSUcause any harm to MilanaPharm’s rights under this Agreement. Howeverhereunder or thereunder; (vi) the sublicense agreement may permit the Sublicensee to grant further sublicenses, if LICENSEE elects to provide provided that such a redacted copy to LSU, then LICENSEE will also simultaneously provide to LSU a brief description, in general terms, of the nature of the material redacted. If LSU reasonably believes, based on such description, that the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, then LSU will so inform LICENSEE in writing and the parties will work together to identify a mutually acceptable neutral third party to whom LICENSEE will provide both the redacted and unredacted further sublicenses or amendments. Such neutral third party will review such redacted and unredacted sublicenses or amendments for the sole purpose of determining whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement. Such neutral third party will inform the parties within [*] days after receipt of such redacted and unredacted sublicenses or amendments whether, in such neutral third party’s determination, the redacted material contains any material .that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement and, if applicable, will provide to LICENSEE and LSU a revised version of the redacted sublicense or amendment that restores only such material. The parties agree to be bound by the determination of such neutral third party. Notwithstanding anything to the contrary in the foregoing, LICENSEE will have no obligation to provide any unredacted sublicense or amendment to any third party chosen under this Section 6.1 unless such third party agrees to be bound by written obligations acceptable to LICENSEE are (a) to treat such unredacted sublicense or amendment as LICENSEE’s confidential informationin writing, (b) to use such unredacted sublicense or amendment solely to determine whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance consistent with the terms and requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, and (c) except for any redacted material include all provisions that such neutral third party determines should be disclosed Hammock is required to LSU include in accordance with this Section 6.1, not to disclose such unredacted sublicense or amendment to anyone (including, but not limited to, LSU). LSU shall treat any sublicense agreement or amendment received from LICENSEE or any such neutral third party as confidential information of LICENSEE. The parties will share equally any and all costs and expenses relating to the engagement of any neutral third party to review any sublicense or amendment under this Section 6.1; provided that, if such neutral third party identifies redacted material should be disclosed to LSU in accordance with this Section 6.1, LICENSEE will bear all such costs and expenses. 6.2 LICENSEE shall contemporaneously certify to LSU in writing that each a sublicense: (1) is consistent with the terms and conditions of this Agreement; (2vii) contains the SUBLICENSEE’S acknowledgment sublicense agreement disclaiming all representations, warranties, indemnities and liability on the part of Licensors; (viii) the disclaimer of warranty sublicense agreement not granting any rights to the Licensed Intellectual Property which are inconsistent with the rights granted to, and limitation on LSU’s liabilitythe obligations of, as provided by Article 9 belowHammock hereunder; and (3ix) contains provisions under which Hammock shall remain responsible for the SUBLICENSEE accepts duties at least equivalent to those accepted performance by the LICENSEE in the following Articles:Sublicensee of such obligations.

Sublicensing. 6.1 (a) LICENSEE shall notify LSU have no right or power to grant sublicenses of the LICENSED CELL LINE, under section 21. (a), except LICENSEE shall have the right to sublicense third parties to make the LICENSED MONOCLONAL ANTIBODY on behalf of LICENSEE solely for the use of LICENSEE, its AFFILIATES and sublicensees subject to FHCRC's prior written consent, which consent shall not be unreasonably withheld. If FHCRC does not respond in writing thirty (30) days to written request for consent from LICENSEE, such non-response shall constitute consent by FHCRC hereunder. In addition to any other requirements imposed under this Agreement, a sublicense of the LICENSED CELL LINE shall require that the LICENSED CELL LINE be maintained in and not transferred from the United States and will prohibit the sublicensee from sublicensing or otherwise transferring the LICENSED CELL LINE to any other person or entity. Upon the prior written approval of FHCRC, which shall send LSU a copy of every sublicense agreement and each amendment thereto within [*] days after execution. At LICENSEE’s optionnot be unreasonably withheld, LICENSEE may redact from sublicense on third party to make the copy LICENSED MONOCLONAL ANTIBODY in Europe on behalf of LICENSEE solely for the use of LICENSEE, its AFFILIATES and sublicensees upon terms and conditions agreeable to FHCRC. A determination by FHCRC that a sublicense will affect adversely its rights in the LICENSED CELL LINE or the LICENSED MONOCLONAL ANTIBODY or its ability to enforce those rights shall be deemed a reasonable basis to withhold consent to that sublicense for purposes of this Section 2.2(a). (b) LICENSEE may grant and authorize sublicenses to permit third parties to perform LICENSED SERVICES and to make, have made, use and sell LICENSED PRODUCTS (but not the LICENSED CELL LINE) within the scope of the sublicense or amendment License described in Section 2.1(b) of this Agreement with FHCRC's prior written consent, which consent will not be unreasonably withheld. If FHCRC does not respond in thirty (30) days to written request for consent from LICENSEE, such non-response shall constitute consent by FHCRC hereunder. All sublicenses granted by LICENSEE under this Section 2.2(b) shall include a requirement that is provided the sublicensesee use reasonable efforts to LSU introduce the LICENSED PRODUCTS into the commercial market as soon as reasonably possible, consistent with sound and reasonable business practices and judgment, and thereafter endeavor to keep LICENSED PRODUCTS reasonably available to the public. (c) In addition to any material that LICENSEE reasonably believes, in good faith, both: (i) is not reasonably necessary to demonstrate LICENSEE’S compliance with the other requirements of this Agreement, and also (ii) would not reasonably be expected any sublicense agreement under this Section 2.2 shall bind the sublicensee to affect LSU’s rights meet all LICENSEE's obligations to FHCRC under this Agreement. HoweverRoyalties charged for sublicenses by LICENSEE shall be commercially reasonable. LICENSEE shall promptly provide FHCRC with a copy of any sublicense agreement subject to the confidentiality provisions of Article 10 of this Agreement. (d) Notwithstanding 2.2 (a)-(c), LICENSEE may transfer the LICENSED MONOCLONAL ANTIBODY to third parties, and if required by such third party, sublicense the LICENSED MONOCLONAL ANTIBODY for the purpose of testing, analysis, development or manufacturing of LICENSED PRODUCTS or LICENSED SERVICES to be sold or offered for sale by LICENSEE elects to provide such a redacted copy to LSU, then LICENSEE will also simultaneously provide to LSU a brief description, in general terms, of the nature of the material redacted. If LSU reasonably believes, based on such description, or authorized sublicensees; provided that the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, then LSU will so inform LICENSEE in writing and the parties will work together to identify a mutually acceptable neutral third party to whom LICENSEE will provide both the redacted transfer is made has agreed (1) in writing to use the LICENSED MONOCLONAL ANTIBODY solely for that limited purpose and unredacted sublicenses has agreed (2) not to make, use or amendments. Such neutral third party will review such redacted sell or offer for sale or otherwise distribute or exploit the LICENSED MONOCLONAL ANTIBODY or any LICENSED PRODUCT or LICENSED SERVICE and unredacted sublicenses or amendments for the sole purpose of determining whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement. Such neutral third party will inform the parties within [*] days after receipt of such redacted and unredacted sublicenses or amendments whether, in such neutral third party’s determination, the redacted material contains any material .that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement and, if applicable, will provide to LICENSEE and LSU a revised version of the redacted sublicense or amendment that restores only such material. The parties agree (3) to be bound by the determination of such neutral third party. Notwithstanding anything to the contrary Confidentiality provisions in the foregoing, LICENSEE will have no obligation to provide any unredacted sublicense or amendment to any third party chosen under this Section 6.1 unless such third party agrees to be bound by written obligations acceptable to LICENSEE (a) to treat such unredacted sublicense or amendment as LICENSEE’s confidential information, (b) to use such unredacted sublicense or amendment solely to determine whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, and (c) except for any redacted material that such neutral third party determines should be disclosed to LSU in accordance with this Section 6.1, not to disclose such unredacted sublicense or amendment to anyone (including, but not limited to, LSU). LSU shall treat any sublicense agreement or amendment received from LICENSEE or any such neutral third party as confidential information of LICENSEE. The parties will share equally any and all costs and expenses relating to the engagement of any neutral third party to review any sublicense or amendment under this Section 6.1; provided that, if such neutral third party identifies redacted material should be disclosed to LSU in accordance with this Section 6.1, LICENSEE will bear all such costs and expenses. 6.2 LICENSEE shall contemporaneously certify to LSU in writing that each sublicense: (1) is consistent with the terms and conditions Article 10 of this Agreement; (2) contains the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on LSU’s liability, as provided by Article 9 below; and (3) contains provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Articles:.