Common use of Sublicensing Clause in Contracts

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject With respect to the terms rights granted in Sections 4.2(a) and conditions set forth herein4.2(d), Mount Sinai hereby grants to Licensee respectively, Legacy shall only have the right to sublicense such rights to the extent necessary to enable Legacy to grant Sublicensesthe rights set forth in Section 5.1(a) and Section 5.1(b) of the Existing Ag Agreement, provided that: respectively (a) Any or, upon any termination of the Existing Ag Agreement not triggering termination of this Agreement under Section 12.4, any Downstream Agreement surviving such termination). Ag Partner and all such Sublicenses shall: its Affiliates shall (i) Expressly identify Mount Sinai as a third party beneficiary use Commercially Reasonable Efforts to ensure that any Downstream Agreement satisfies the requirements set forth in Section 5.1(c) of the Existing Ag Agreement and (ii) obligate the Sublicensee to abide by and be subject to all ensure that any amendment of the terms, conditions, and limitations of Existing Ag Agreement permitted by this Agreement applicable to ensures that the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Existing Ag Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai remains consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, contains terms reasonably sufficient to enable Legacy and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting its Affiliates to grant rights to any Mount Sinai Technology that does not comport comply with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and satisfy their obligations hereunder, and contains terms substantially as protective of Primary, its Affiliates, and any successor or assignee thereof, and the relevant Sublicenseintellectual property rights owned, licensed, or controlled by the foregoing, as the terms contained in this Agreement are protective of Primary, its Affiliates, the Primary Patent Rights, and the Primary Know-How. No For clarification, Legacy, its Affiliates, and Legacy Licensees have the right to subcontract the production of a Legacy Royalty Product to a third party without approval of Primary, provided that any such Sublicense subcontract shall contain confidentiality, intellectual property, and other provisions reasonably consistent with those of this Agreement and sufficient to ensure Legacy Licensees’ ability to fulfill their obligations under the Existing Ag Agreement (or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts any Downstream Agreement) and protect Legacy’s interests under the Existing Ag Agreement (either directly or through a Sublicensee) to Develop any Downstream Agreement), and Commercialize Licensed Primary’s interests under this Agreement, in VDCs, CDCs, Viamet Derived Products, nor relieve Licensee of its obligations to pay Mount Sinai any Ag Partner Collaboration Derived Products, and all Patent Rights and Know-How with respect to any of the foregoing. Legacy shall, to the extent available or known to Legacy or any Affiliate thereof, promptly provide Primary a copy of any license feesor sublicense executed by Ag Partner, royalties and any Affiliate thereof, or any other payments due under the AgreementLegacy Licensee granting any Third Party any rights to any VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, Legacy Patents, Legacy Know-How, Primary Patents, or Primary Know-How.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to 5.1. Licensee shall have the right to grant SublicensesSublicenses in markets in which Licensee's license under the Patent Rights is exclusive, provided that: (a) Any the Sublicense Agreement includes all of the rights of, protections afforded and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate obligations due to the Licensors that are contained in this Agreement, and the Sublicensee agrees to abide by and be subject to all of the terms, conditions, terms and limitations provisions of this Agreement applicable to Licensee, including, but not limited to, the Licenseeexplicit right of Licensors to audit Sublicensee; (iiib) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) Agreement shall provide that, in the event of any inconsistency between the Sublicense Agreement and this Agreement, this Agreement shall control; (vic) obligate the Sublicensee a copy of each executed Sublicense Agreement is provided to submit annual, Quarterly, and interim reports Foundation pursuant to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions hereinSection 5.3; (viid) the Sublicensee is prohibited from rece1vmg or agreeing to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense Agreement without the express and prior written consent of Foundation (securities received on an unrestricted basis for which a liquid market exists are considered cash equivalents), which will not be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); andunreasonably withheld; (viiie) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees Sublicensee is explicitly prohibited from paying royalties to legibly mark all Licensed Products made, used, reproduced, an escrow or sold under the terms of this Agreement, or their respective containers; andsimilar account; (ixf) specify that New York law the Sublicensee shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting have no further right to grant rights to any Mount Sinai Technology that does not comport with the requirements of sublicenses under this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses Agreement without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai Foundation; (g) in writing the event any Sublicensee (or any entity or person acting on its behalf, including its Affiliates, its Designees and its Designees' Affiliates) initiates any proceeding or otherwise asserts any claim challenging the validity or enforceability of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of Licensed Patent in any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment court, administrative agency or other forum, Licensee shall, upon written request by Mount SinaiFoundation, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of terminate forthwith the Sublicense that is substantially similar to Agreement with such Sublicensee, and the copy that was previously approved Sublicense Agreement shall provide for such right of termination by Mount Sinai. .Licensee; (dh) Licensee hereby agrees the Sublicense Agreement requires the transfer of all the Sublicensee's obligations to remain fully liable Licensee, including the payment of Royalties, Sublicensing Fees or Sublicensing Royalties specified in the Sublicense, to Foundation if Licensee's license under this Agreement is terminated and Foundation chooses to Mount Sinai for assume the performance or non-performance under this Sublicense Agreement and pursuant to Section 5.5; (i) the relevant Sublicense by any party Sublicensee will provide to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance Foundation the information required in accordance with the terms of this Agreement and the relevant Sublicense. No Reporting Period reports specified in Section 7.4; (j) no such Sublicense or attempt to obtain a Sublicense Sublicensee shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Productsunder Section 4 hereof, nor relieve Licensee of its obligations to pay Mount Sinai Foundation any and all license fees, royalties and other payments due Payments Due under the Agreement, including but not limited to under Sections 3, 6 and 7 of the Agreement, and Licensee shall remain fully liable for the performance of its and its Sublicensee's obligations hereunder; and (k) Licensee makes all Payments Due and delivers all reports due to Foundation whether owed by Licensee or by Sublicensees, and uses Commercially Reasonable Efforts to collect all Payments Due, directly or indirectly, to Licensors from Sublicensees, or, if unable to collect such Payments Due over a period of 180 days despite such Commercially Reasonable Efforts, either promptly terminates such Sublicense Agreement or itself pays such Payments Due to Foundation.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee Company shall have the right to grant SublicensesSublicenses under the license granted to Company pursuant to Section 2.1 to its Affiliates, provided that: (a) Any and all such Company and its Affiliates who are Sublicensees shall have the right to grant Sublicenses shall: (i) Expressly identify Mount Sinai as a under the license granted to Company pursuant to Section 2.1 to third parties; in each case, without TSRI’s consent and solely within the scope of the rights granted in Section 2.1 above; provided, however, that neither Company nor any of its Affiliates who are Sublicensees shall have the right to authorize or permit any of their respective third party beneficiary (ii) obligate the Sublicensee Sublicensees to abide grant further Sublicenses; and provided, further, that any Sublicense granted by and Company or any of such Affiliates under this Section 2.3.1 shall be subject in all respects to all the applicable provisions contained in this Agreement (including the provisions regarding governmental interest, reservation of the termsrights, conditionslimited warranty, disclaimer, limitation of liability, confidentiality, and limitations rights upon expiration or termination). In addition, any Sublicense granted by Company or any of such Affiliates under this Agreement applicable Section 2.3.1 shall contain reasonable and customary provisions regarding development efforts, reporting, audit rights with respect to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses sales of Partner Products, and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rightsindemnity; provided, e.g. royalty paymentshowever, into an escrow or similar account or to any Third Party; (v) provide that, that in the event of a good faith dispute between Company and TSRI as to whether any inconsistency between such provision in a Sublicense agreement is reasonable and customary, TSRI agrees (a) not to exercise its termination rights under Section 12.3(f) for breach of the Sublicense and foregoing provisions of this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterlysentence, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into not to issue any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements notice of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject infringement to the cure provisions set forth applicable Sublicensee with respect to such Sublicensee’s practice of the Sublicense, unless and until, in each case, the arbitrators appointed pursuant to Section 12.1. (c) Licensee may 14.8 have determined that such provision is not grant any Sublicenses without reasonable and customary. In the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant event of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under conflict between this Agreement and the relevant terms of any Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicenseesagreement, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicenseshall control. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee Except as expressly permitted by this Section 2.3.1, neither Company nor any of its obligations hereunder Affiliates shall grant any Sublicense without TSRI’s prior written consent, provided that TSRI will consider any reasonable request for such consent but will have the right to exercise withhold consent in its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreementdiscretion.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) cause the Sublicensee to comply with the provisions of Section 13.1(e) to the same extent as Licensee is required to comply and include a provision providing for the termination of the Sublicense, upon written request by Mount Sinai, in the event that the Sublicensee does not so comply; (vii) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (viiviii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viiiix) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ixx) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.113.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject (a) In accordance with all terms, and subject to all conditions, set forth in this Agreement, as of the Distribution Date, Licensee shall have the right to grant to any Permitted Sublicensee a non-transferable sublicense (without the right to grant further sublicenses) under the rights and licenses granted to Licensee in this Article 2; provided, however, that in no event shall any such sublicense exceed the scope of the rights and licenses granted to Licensee in this Article 2. (b) The Parties acknowledge and agree that, as of immediately prior to the Distribution Date, all Persons listed on Attachment 10 are using the ▇▇ ▇▇▇▇▇ or Approved GE Entity Names (as applicable) in the conduct of the SpinCo Business (excluding any Former SpinCo Business) and therefore shall be eligible to be “Permitted Sublicensees” hereunder; provided, however, that (i) if Licensee notifies Parent within twelve (12) months of the Distribution Date of any Subsidiary or any Minority JV that is using the ▇▇ ▇▇▇▇▇ or Approved GE Entity Names, as applicable, in the conduct of the SpinCo Business as of the Distribution Date, and Parent approves inclusion of such Person on Attachment 10 as contemplated in Section 1.1(nn), such Person shall be deemed a “Permitted Sublicensee” upon Licensee’s grant of a written sublicense to such Person hereunder (in accordance with the terms and conditions hereof and on such timing as may be agreed upon by the Parties; provided, that such written sublicense may be accepted by a controlling entity of such Permitted Sublicensee on behalf of such Permitted Sublicensee) or (ii) if Licensee notifies Parent within thirty (30) days of the Distribution Date of any Person listed on Attachment 10 that is not using the ▇▇ ▇▇▇▇▇ or Approved GE Entity Names, as applicable, in the conduct of the SpinCo Business as of the Distribution Date, such Person shall not be deemed a “Permitted Sublicensee,” such Person shall be removed from Attachment 10, and Licensee shall not be entitled to grant sublicenses to such Person hereunder. (c) Licensee shall cause each Permitted Sublicensee to fully comply with all terms and conditions set forth in this Agreement as if such Permitted Sublicensee was directly bound thereby, and Licensee shall be liable hereunder for all actions or omissions of any Permitted Sublicensee, including any breach or other violation by any Permitted Sublicensee of any terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that: as if performed (a) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense or failed to be invalid and unenforceable; (ivperformed) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If by Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. itself. (d) Licensee hereby agrees Notwithstanding the foregoing, (i) in the event any Permitted Sublicensee listed on Attachment 10A ceases to remain fully liable under this Agreement be a Subsidiary of SpinCo after the Distribution Date, except as and to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. extent provided in Section 10.1(b), Licensee shall use best efforts promptly provide written notice to enforce Parent that such Person has ceased to be a Subsidiary of SpinCo (or, in the event such Person will cease to be a Subsidiary as a result of a negotiated transaction, Licensee shall provide written notice to Parent prior to the consummation of such transaction), and Parent shall determine in its sole discretion whether such Person may continue to be a “Permitted Sublicensee” or shall otherwise cease to be a “Permitted Sublicensee,” in which case all such Sublicenses against its Sublicenseessublicenses granted to it under the rights and licenses hereunder shall automatically terminate forthwith, ensuring its Sublicensees’ performance or (ii) in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain event that any Permitted Sublicensee listed on Attachment 10B experiences a Sublicense shall relieve Licensee change of its obligations hereunder circumstances described on Attachment 10B with respect to exercise such Person after the Distribution Date (such that, such circumstances cease to be true with respect thereto), Licensee shall promptly provide written notice to Parent of such change in circumstances (or, in the event such circumstances will change as a result of a negotiated transaction, Licensee shall provide written notice to Parent prior to the consummation of such transaction), and Parent shall determine in its Commercially Reasonable Efforts (either directly sole discretion whether such Person may continue to be a “Permitted Sublicensee” or through shall otherwise cease to be a “Permitted Sublicensee) ,” in which case all sublicenses granted to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due it under the Agreementrights and licenses hereunder shall automatically terminate forthwith.

Sublicensing. Subject The terms upon which the LICENSEE appoints a SUBLICENSEE shall be subject to the terms and conditions set forth hereinprior written approval of Licensor, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided thatincluding any Distributor. As a minimum LICENSEE shall: (a) Any ensure that the Sublicense conforms in all material respects with the contents of the Business Case and contains an effective mechanism to enable the LICENSEE to monitor the SUBLICENSEE’s compliance with the terms of the Sublicense; (b) ensure that all SUBLICENSEEs are bound by terms consistent with and no less protective than those contained in this Agreement relating to the LICENSEE, as applicable; (c) provide in the Sublicense that the SUBLICENSEE shall not in any way challenge, impair or encumber the Sublicensed Technology or apply for any intellectual property registrations in respect of any Sublicensed Technology; (d) provide in the Sublicense that all SUBLICENSEE Improvements are to be owned jointly by LICENSOR and the SUBLICENSEE; (e) ensure that any Sublicense shall terminate automatically on termination or expiry of this Agreement unless the SUBLICENSEE and LICENSOR agree to assign the Sublicense to LICENSOR; (f) ensure that any Sublicense shall terminate upon any breach of the Sublicense by the SUBLICENSEE which is not cured within 30 days of notice of the breach; (g) ensure that any Sublicense provides that LICENSOR is a third party beneficiary, with the right to carry out and enforce any and all of the rights of LICENSEE under the Sublicense; (h) promptly provide LICENSOR with a complete copy of each Sublicense agreement and all amendments, side letters and all other related documents following the execution of such Sublicenses shall:documents; (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide not be relieved, by and be subject to all virtue of the termsSublicense, conditionsof any of LICENSEE’s obligations under this Agreement, and limitations any act or omission by a SUBLICENSEE that would have constituted a breach of this Agreement applicable to the Licenseehad it been an act or omission by LICENSEE shall constitute a breach of this Agreement by LICENSEE; (iiij) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported contain no grant of a any right to the SUBLICENSEE to further sublicense to be invalid and unenforceablethe Sublicensed Technology; (ivk) prohibit Sublicensee ensure that the Sublicense contains undertakings from making payments in exchange for receipt the SUBLICENSEE that the SUBLICENSEE will not Commercialise the Sublicensed Technology or Licensed Products outside of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Partythe countries within the Territory as approved by the LICENSEE from time-to-time; (vl) require that the SUBLICENSEE shall provide that, in LICENSOR with such information as it may reasonably require to enable LICENSOR to verify SUBLICENSEE’s compliance with the event terms of any inconsistency between the Sublicense and this Agreement, this Agreement shall control(as the same may be amended from time- to-time); (vim) obligate require that the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written SUBLICENSEE indemnifies in writing LICENSOR Indemnitees in the English language same manner as required from LICENSEE under Section 7.5 (for clarityLICENSEE Indemnity). LICENSEE shall require each SUBLICENSEE to have adequate insurance coverage to meet its indemnity obligations, this is a reference similar to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirementthat provided in Section 7.9 (Insurance); and (viiin) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall promptly notify Mount Sinai in writing LICENSOR of any proposed grant breach of a Sublicense and provide to Mount Sinai by a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to SUBLICENSEE that the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. LICENSEE becomes aware of. (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject 2.3.1 Licensee may sublicense the rights granted to it under Section 2.1 (License Grants) through one or more tiers to one or more of its Affiliates or Third Parties at any time (each Third Party to which sublicense is granted is hereinafter referred to as a “Sublicensee”). Any such sublicense must be in writing, and shall be consistent with the terms of this Agreement. In particular but without limitation, Licensee hereby covenants that any sublicense agreement(s) shall contain (a) covenants by the sublicensee for the benefit of Orion and Licensee for such sublicense to observe and perform materially the same terms and conditions as those set forth herein, Mount Sinai hereby grants to out for Licensee the right to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of in this Agreement applicable to the Licensee; extent applicable; (iiib) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant license-back provisions consistent with those in Section 8.6 of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement under which any Sublicensee shall control; license all intellectual property rights, information and data in the scope of Section 8.6 directly to Orion; and (vic) obligate mechanisms for the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai reporting of Net Sales consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; andas well as grant Orion the right to audit the Net Sales of any Sublicensee. (ix) specify that New York law 2.3.2 Further, prior to and as a prerequisite for disclosing any of Orion’s Confidential Information to any potential Sublicensee, Licensee shall control any dispute arising under have such Sublicense, potential Sublicensee to execute and that jurisdiction for resolving any such dispute shall be deliver to Orion a confidentiality agreement in the federal or state courts located in New York City, New York Stateform attached hereto as Schedule 2.3.2 between such potential Sublicensee and Orion. (b) If 2.3.3 In the event that Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements becomes aware of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of any such sublicense by the Sublicensee, Licensee shall promptly notify Orion of the particulars of same and use its commercially reasonable efforts to enforce the terms of such sublicense and to cooperate with Orion if it chooses to take action to enforce such terms. 2.3.4 If Licensee does not initiate a suit or take other appropriate action that it has the initial right to initiate or take pursuant to Section 2.3.3 above, then Orion may, in its discretion and in its own name, after having notified the Licensee thereof in writing, initiate a suit or take other appropriate action. If required by the law of the forum, Licensee shall execute such authorizations under this AgreementAgreement or any sublicense agreements concluded hereunder as well as other legal papers that may be necessary or useful to establish legal standing for Orion to pursue a suit or other action against a Sublicensee, subject and to cooperate in the prosecution of such suit as may be reasonably requested by Orion; provided that Orion shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by Licensee in connection with such cooperation. 2.3.5 If this Agreement terminates for any reason, any Sublicensee shall, from the effective date of such termination, automatically become a direct licensee of Orion with respect to the cure provisions set forth rights originally sublicensed to the Sublicensee by Licensee; provided, however, that in Section 12.1. (cno event shall Orion as a consequence of such termination incur any obligation(s) Licensee may not grant any Sublicenses without towards a Third Party other than the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy license consistent with the terms of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject Section 2.1 to the delivery relevant Sublicensee, and provided further that such Sublicensee is not in breach of a final its sublicense agreement and executed complete, fully un-redacted copy such Sublicensee agrees in writing to comply with all of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and assumes the responsibilities of Licensee hereunder to the extent applicable from the rights originally sublicensed to it from Licensee. 2.3.6 Should Licensee enter into a sublicense after Orion has given notice of breach of this Agreement under Section 14.4, either in its entirety or on a country-by-country and/or product-by-product basis, then such notice of breach shall be effective also against the relevant Sublicensesublicensee and any cure period for such breach shall continue with respect to such sublicensee to the extent the sublicense relates to products and countries affected by the notice of breach. No For purposes of clarity, such Sublicense or attempt sublicensee shall not be entitled to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under restart the Agreementcure period.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.111.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. (a) Subject to the terms and conditions set forth hereinof this Agreement including Licensor’s Right of Negotiation under Section 4.9, Mount Sinai hereby grants to Licensee shall have the right to grant Sublicensessublicenses under the license granted to it under Section 2.1 hereof, and to grant other rights to the Licensed Compound or Licensed Product, in each case to Affiliates and Third Parties through multiple tiers (each, a “Sublicensee”); provided that: (a) Any and all such Sublicenses shall: that [***]. Notwithstanding the foregoing, (i) Expressly identify Mount Sinai as a third party beneficiary customary Third Party wholesaler or distributor who does not market or promote a Licensed Product, and (ii) obligate a Third Party contract sales force that details or promotes (but does not book sales of or distribute) a Licensed Product, and where in each of cases (i) and (ii) the Sublicensee to abide by Licensed Product is sold under the brand of Licensee or a Related Party (and be subject to all not a brand of the termswholesaler, conditionsdistributor or contract sales force), and limitations shall not be deemed a “Sublicensee” for purposes of this Agreement and this Section 2.3(a) shall not prevent Licensee or its Sublicensees from granting to such wholesalers, distributors and contract sales force rights to conduct such activities with respect to the Licensed Product. Licensee shall ensure that each such Sublicensee is bound by a written agreement, and in the case of any such sublicense granted to a Qualified Sublicensee, that an executed copy of such agreement (as well as an executed copy of any subsequent material amendments thereto), shall be provided to Licensor promptly following the execution of each such agreement or amendment, [***]. Licensee shall also ensure that each Sublicensee expressly agrees in writing to be bound by all of Licensee’s obligations under this Agreement to the extent applicable to such Sublicensee, including without limitation, the Licensee;following provisions of this Agreement (as if such Sublicensee were expressly named in each such provision, to the extent Sublicensees are not so named therein): Sections 2.2(b) (Licensor Right of Reference and Access); 2.5 (Subcontractors), 2.7 (Improvements), 2.8 (Third Party Technologies); 2.10 (Exclusivity of Efforts); 4.3(b) (Regulatory Cooperation in the Territory), 4.4(b) (Clinical Trials by Licensee Outside the Territory); 5.2 (Responsibility for Supply), but only if such Sublicensee is or has a right to be a Contracting Party; 5.4 (Licensor’s Right to Take Supply of Product Materials from Qualified CMOs), but only if such Sublicensee is or has a right to be a Contracting Party or manufacture the Licensed Product; 7.7 (Patent Marking) and 11.5(d) (transition obligations on termination). Finally, (iii1) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange is reasonably necessary for receipt of Sublicense rightsLicensor’s Development, e.g. royalty paymentsManufacture, into an escrow Commercialization or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements exploitation of the intellectual property Laws Licensed Compounds or Licensed Products outside the Territory, or (2) was actually used by Licensee or Related Parties in their Development, Manufacture, Commercialization or other exploitation of the applicable countries Licensed Compounds or Licensed Products in the Territory, and particularly agrees (B) all Patent Rights and other intellectual property rights Controlled by such Related Parties that are directed to legibly mark the Know-How described in subsection (A) above. Licensee shall not grant sublicenses or appoint sublicensees other than in accordance with this Section 2.3(a) and shall in all Licensed Products made, used, reproduced, or sold cases remain responsible for any actions of its Sublicensees exercising rights under a sublicense of the terms of rights granted by Licensor to Licensee under this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under Agreement to the same extent as if such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York Stateactions had been taken by Licensee itself. (b) If this Agreement is terminated for any reason other than by Licensee enters into any agreementpursuant to Section 11.4 (Termination for Convenience), arrangementLicensee’s then-existing direct Sublicensees shall [***], or license purporting upon written request of such Sublicensee to grant rights be submitted to any Mount Sinai Technology that does not comport with Licensor no later than [***] following the requirements of this Section or is otherwise inconsistent with the terms and conditions termination of this Agreement, such agreementto [***] and [***] under the applicable sublicense agreement [***]; provided, arrangementhowever, that: (i) [***] and (ii) [***]. Upon request by Licensor or the [***], Licensor and the Sublicensee will [***] a separate agreement (i.e., as a direct license from Licensor), consistent with the foregoing. As used herein, [***] means [***]. Notwithstanding the foregoing, the following Sublicensees shall not be null eligible to become [***] (and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach shall not be entitled to the benefits of this Agreement, subject to the cure provisions set forth in Section 12.12.3(b)): [***]. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject a. Cempra and its Affiliates shall, upon prior written notice to MP describing the territory and/or scope of rights within which Cempra and/or its Affiliates wish to be entitled to grant one or more sublicenses of rights granted under this Agreement (such a notice, a “Sublicense Notice”), have the right to sublicense any rights granted under Section 2.3.b. to one or more Third Parties within the scope described in such Sublicense Notice, through multiple tiers of sublicenses. The Parties further agree that Cempra shall be entitled to provide more than one Sublicense Notice, and thereby increase the scope of rights that may be sublicensed hereunder, at any time. Cempra shall, as promptly as practicable after execution thereof, provide MP a written copy of each such sublicense executed with respect to the rights granted under this Agreement (and each amendment thereto, if any), which may be redacted to the extent reasonably necessary to protect the confidentiality of the applicable Sublicensee’s confidential or proprietary information, promptly following its execution. Each such sublicense shall (i) be consistent with this Agreement and (ii) contain terms and conditions set forth herein, Mount Sinai hereby grants reasonably sufficient to Licensee the right enable Cempra to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement. b. Notwithstanding anything to the contrary, however, and without limiting Cempra’s, its Affiliates’, and Sublicensees’ rights to engage Third Party contract manufacturers to Manufacture the Compound, Derivatives, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such SublicenseProducts on behalf of Cempra, its Affiliates, and that jurisdiction for resolving any such dispute shall be Sublicensees as permitted in the federal or state courts located in New York Cityexercise of the rights granted above, New York State. neither Cempra nor any Affiliate thereof shall, during the five (b5) If Licensee enters into any agreementyears following Cempra’s exercise of the Option, arrangement, or license purporting be entitled to grant rights sublicense to any Mount Sinai Technology that does not comport with Third Party the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable rights granted under this Agreement to Mount Sinai make or have made Compound or Derivative in the People’s Republic of China (excluding Hong Kong) (“China”), other than for supply to Cempra, any Affiliate(s) thereof, or any Sublicensee pursuant to a manufacturing, supply, or similar agreement, unless (i) MP consents in writing to the performance grant of such sublicense, such consent not to be unreasonably withheld, or non-performance (ii) the agreement under this Agreement which such sublicense is granted (x) includes rights to sell finished Product in China and (y) contains reasonable contractual provisions prohibiting any Compound made in China pursuant to such sublicense from being sold or commercialized outside of China or used in the relevant Sublicense by manufacture of any party product other than Product to those agreements. Licensee be used or sold in China pursuant to such agreement. c. Cempra shall ensure, and shall ensure that its Affiliates ensure, that any Third Party contract manufacturers engaged to manufacture the Compound, Derivatives or Products on behalf of Cempra or its Affiliates through the practice of MP Technology are subject to commercially reasonable contractual obligations that prohibit the use best efforts to enforce all such Sublicenses against of MP’s Confidential Information for any other purpose, and Cempra shall, and shall ensure that its SublicenseesAffiliates shall, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its either (i) use Commercially Reasonable Efforts to enforce such obligations or (ii) make MP a third party beneficiary entitled to enforce such obligations. Cempra shall, and shall ensure that its Affiliates shall, with respect to any sublicense agreement executed without MP’s consent as permitted pursuant to Section 2.4(b), either directly (1) use Commercially Reasonable Efforts to enforce the contractual provisions referenced in clause (y) of the last sentence of Section 2.4(b) or through (2) make MP a Sublicensee) third party beneficiary entitled to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreementenforce such obligations.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee Gritstone may grant sublicenses under Arbutus Patents licensed under Section 2.1 (with the right to grant Sublicensessublicense through multiple tiers only as set forth in this Section 2.2); provided, provided however, that, in the case of sublicenses granted to Affiliates and Third Parties: (a) Any Gritstone and all such Sublicenses shall:its Affiliates shall not grant a sublicense (and no Sublicensee shall grant a sub-sublicense) to [***]; (ib) Expressly identify Mount Sinai as Gritstone and its Affiliates shall not grant a third party beneficiarysublicense (and no Sublicensee shall grant a sub-sublicense) to [***]; (iic) obligate in the Sublicensee to abide by case of Third Party Sublicensees, each sublicense and be subject to all of the terms, conditionssub-sublicense is in writing and on terms consistent with, and limitations subject to, the terms of this Agreement applicable and is granted to the Licensee[***]; (iiid) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant upon termination of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement any sublicenses shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is convert into a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold direct license from Arbutus under the terms of this Agreement, or their respective containers; and provided that the Sublicensee (ixi) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be is not then in breach of the federal or state courts located in New York City, New York State. (b) If Licensee enters into any sublicense agreement, arrangement, or license purporting (ii) agrees in writing to grant rights be bound to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with Arbutus as a licensee under the terms and conditions of this Agreement, such agreement, arrangementand (iii) agrees in writing that in no event shall Arbutus assume any obligations or liability, or license shall be null under any obligation or requirement of performance that extends beyond Arbutus’ obligations and void. Licensee acknowledges and agrees liabilities under this Agreement; (e) in the case of Third Party Sublicensees, Gritstone promptly provides Arbutus with a copy of the executed sublicense within [***] days following its execution or in the case of a sub-sublicense, within [***] days following Gritstone’s receipt thereof, with such reasonable redaction as Gritstone or its Sublicensee may make; provided that entering into such an agreement, arrangement, or license constitutes a material breach redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement, subject to the cure provisions set forth in Section 12.1.; and (cf) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee such sublicense shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall not relieve Licensee Gritstone of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop under this Agreement, and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai Gritstone shall be responsible for any and all license fees, royalties and other payments due under the Agreementobligations of such Sublicensee as if such Sublicensee were “Gritstone” hereunder.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that: (a) Any and LICENSEE may grant sublicenses of all or some of its rights under this Agreement only during the Term with the prior written approval of University, but such Sublicenses approval will not be unreasonalbly withheld providing compliance with Section 2.2(c). Upon termination of this Agreement as set out in Article 10, subject to the Sell-Off Period set forth in Section 10.6 hereof, any rights hereunder sublicensed to a Sublicensee shall: , at the option of UNIVERSITY: (i) Expressly identify Mount Sinai as a third party beneficiary terminate; or (ii) obligate become rights licensed to the Sublicensee to abide directly by and be subject to all of the terms, conditionsUNIVERSITY (on the same terms as set out in the relevant sublicense agreement), and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further each sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York Stateso provide. (b) If Licensee enters into any agreement, arrangement, or license purporting LICENSEE is responsible for each Sublicensee's operations in relation to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1Agreement as if those operations were performed by LICENSEE. (c) Licensee may Prior to Sublicensee making any Sales, LICENSEE must enter into a written agreement with Sublicensee which contains substantially the same terms and conditions as set forth in this Agreement (allowing only for necessary changes) provided that each shall contain a provision reflecting subsection 2.2(a), be personal to each Sublicensee, shall not grant be assignable to any Sublicenses without the prior written consent of Mount Sinai. Licensee third party, and each Sublicensee shall notify Mount Sinai in writing of any proposed grant of be prohibited from further sublicensing or sub-sublicensing. (d) LICENSEE must deliver to UNIVERSITY a Sublicense true and provide to Mount Sinai a complete and fully un-redacted correct copy of each permitted sublicense granted by LICENSEE, and any proposed Sublicense at least permitted modification or any termination thereof, within thirty (30) days prior to execution thereof for review and comment by Mount Sinaiafter execution, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed completemodification, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. or termination. (de) Licensee hereby agrees to remain fully liable under When this Agreement is terminated, all existing sublicenses granted by LICENSEE shall be assigned to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the AgreementUNIVERSITY.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai Licensor hereby grants to Licensee the right to enter into sublicensing agreements with Sublicensees with respect to the Patent Rights (each, a “SUBLICENSE”), and such Sublicensees shall have the limited right to grant Sublicensesfurther sublicenses, in each case provided thatthat Licensee has current exclusive rights thereto in the Territory being sublicensed pursuant to Section 2.1 and subject to the following: a. Any sublicense granted to a Sublicensee or Further Sublicensee (aas defined below) Any with respect to the Patent Rights shall be subject to a written sublicense agreement, the terms and all such Sublicenses shallconditions of which shall be subordinate to this Agreement. Such Sublicense and Further Sublicense (as defined below) shall include: (i) Expressly identify Mount Sinai as a third party beneficiarystatement setting forth or describing the date upon which Licensee’s exclusive license rights hereunder will expire; (ii) obligate a provision requiring the Sublicensee performance of all the obligations due to abide by and be subject to all of Licensor (and, if applicable, the terms, conditions, and limitations of United States Government) under this Agreement applicable other than those rights and obligations specific to the LicenseeLicensee (e.g., license issue and maintenance fees, royalties, diligence, reports and patent prosecution and maintenance); (iii) expressly prohibit a provision requiring payment of royalties to Licensee in an amount sufficient to permit Licensee to meet its royalty obligations to Licensor at the Sublicensee from granting further sublicenses rates and declare any such purported grant of a further sublicense to be invalid and unenforceablebases set forth in this Agreement; (iv) prohibit Sublicensee from making payments in exchange for receipt a prohibition of Sublicense rights, e.g. royalty payments, into an escrow or similar account or Further Sublicensees to any Third Party;grant additional sublicenses to third parties who are non-Affiliates of Further Sublicensees without the consent of Licensor; and (v) provide thatthe same provision for indemnification of Licensor as has been provided for in this Agreement. For clarity, in Licensee shall not require Licensor’s consent to the event grant of any inconsistency between license with respect to Target Patent Rights, and the provisions of this Section 2.4 shall not apply to such licenses; provided, however, that to the extent any such license also includes a sublicense to the Patent Rights, the provisions of this Section 2.4 shall apply with respect to that portion of any license granting rights to the Patent Rights. b. If Licensee becomes Insolvent, Licensor’s proportionate share of all payments then or thereafter due and owing to Licensee from its Sublicensees and Further Sublicensees for the sublicense of the Patent Rights will, upon notice from Licensor to any such Sublicensee, become payable directly to Licensor by Sublicensees for the account of Licensee; provided however, that Licensor will remit to Licensee the amount by which such payments exceed the amounts owed by Licensee to Licensor. c. Licensee shall within thirty (30) days of: (a) execution, provide Licensor with a copy of each Sublicense granted by Licensee hereunder, and any amendments thereto or terminations thereof; and (b) receipt, summarize and deliver copies of all reports due to Licensee from Sublicensee(s). d. Upon termination of this Agreement for any reason, all sublicense agreements that are granted by Licensee or Affiliate of Licensee pursuant to this Agreement where the Sublicensee or Further Sublicensee is in compliance with its sublicense agreement as of the date of such termination will remain in effect and will be assigned to Licensor, except that Licensor will not be bound to perform any duties or obligations set forth in any sublicense agreements that extend beyond the duties and obligations of Licensor set forth in this Agreement. e. Licensee or Affiliate of Licensee may grant Sublicensee the right to further sublicense any of the rights granted to Licensee hereunder to Affiliates of Sublicensees, this Agreement shall control; (vi) obligate or to non-Affiliate third parties only to the extent that the Sublicensee to submit annualdetermines that they are reasonably needed or desirable for the development, Quarterlyregulatory approvals (i.e. for conducting pre-clinical and clinical trials), manufacturing, and interim reports to Mount Sinai consistent with the reporting provisions commercialization of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms and/or Licensed Methods in accordance with Article 5 (Commercial Diligence & Milestones) of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in . For the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions purposes of this Agreement, such agreement, arrangement, or license further sublicenses shall be null referred to as “FURTHER SUBLICENSES” and voidthe person(s) or entity(ies) to which such Further Sublicenses are granted shall be referred to as “FURTHER SUBLICENSEE(S)”. Sublicensee may grant Further Sublicenses, provided that the Sublicensee retains exclusive rights under the Sublicense with Licensee or Affiliates of Licensee and Licensee retains exclusive rights under this Agreement. Further Sublicensees may not grant additional sublicenses to third parties who are non-Affiliates of Further Sublicensees without the consent of the Licensor. Licensee acknowledges shall collect and agrees that entering into such an agreementguarantee all payments due Licensor from Sublicensee(s) and Further Sublicensee(s). f. Licensee represents and warrants that, arrangement, or license constitutes a material breach as of this Agreement, subject the Amendment Effective Date: (i) Genentech has not exercised any options to the cure provisions Patent Rights or Target Patent Rights under the Genentech Agreement and (ii) the Genentech Agreement does not grant Genentech the right to commercialize any Licensed Product, Other Product or Licensed Method until such option is exercised. Subject to the foregoing, as of the Amendment Effective Date, Genentech shall be deemed not to be a Sublicensee hereunder. Notwithstanding the requirements set forth in this Section 12.1. (c) 2.4, Licensor and Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai will agree to negotiate in writing of any proposed grant of good faith to amend this Section 2.4, as reasonably required or requested by a Sublicense and provide Sublicensee in order to Mount Sinai facilitate a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense sublicense that is substantially similar mutually beneficial to Licensor and Licensee. Notwithstanding the copy that was previously approved by Mount Sinai. foregoing, Licensor shall be under no obligation to agree to any amendment; provided that, Licensor shall not unreasonably withhold its consent to such amendment. (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right shall be entitled to grant Sublicenses, sublicenses to Affiliates and Third Parties provided that: (a) Any prior to grant it informs the Licensor in writing of the terms of any sublicence proposed to be entered into and all such Sublicenses shall:the identity of the proposed Sublicensee; (ib) Expressly identify Mount Sinai as a third party beneficiarysubject to the provisions of Section Error! Reference source not found., such sublicence shall be on arm’s length reflecting the market value of the rights granted and commercial terms consistent with the terms of this Agreement; (iic) obligate such sublicence shall be in writing and include obligations of confidentiality on the Sublicensee which are no less onerous than the obligations of confidentiality on the Licensee under this Agreement, and shall include provisions giving the Licensor the right to abide by enforce such obligations against the Sublicensee; (d) the Licensee has determined, based on reasonable enquiries that the Sublicensee is not a Restricted Person, and be subject to all the provisions of the terms, conditionssublicence must provide that it shall terminate automatically and immediately in the event that the Sublicensee becomes a Restricted Person at any time during the term of the sublicence; (e) as soon as reasonably possible, and limitations in any event within 30 days after the grant of any sublicence (and any amendment that may be made to it from time to time), the Licensee shall provide to the Licensor a true copy of it, provided that this Agreement applicable paragraph (e) shall not apply to sublicences that are granted to subcontractors of the Licensee for the sole purpose of allowing such subcontractors to carry out development or manufacturing services for the Licensee; (iiif) expressly prohibit such sublicence may provide for the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; tiers (ivi.e. sub-sublicences) prohibit Sublicensee from making payments only, provided that in exchange for receipt each case all of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with Error! Reference source not found. shall apply to all such further tiers of sublicences; and (g) any sublicence granted by the terms and conditions Licensee shall be expressed to terminate automatically on the termination of this Agreement, such agreement, arrangement, or license Agreement for any reason; (h) the Licensee shall be null and void. responsible for any act or omission of the Sublicensee that, if it were the act or omission of the Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes would be a material breach of this Agreement, subject to as if the cure provisions set forth in Section 12.1. (c) act or omission had been that of the Licensee may not grant any Sublicenses without under this Agreement, and the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing indemnify the Licensor and the other Indemnified Parties against any losses, damages, costs, fees, claims and expenses which are awarded against, or suffered by, the Licensor or any other of the Indemnified Parties as a result of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy act or omission of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. Sublicensee. (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (iv) cause the Sublicensee to comply with the provisions of Section 12.2(d) (Challenge of Patents) to the same extent as Licensee is required to comply and include a provision providing for the termination of the Sublicense, upon written request by Mount Sinai, in the event that the Sublicensee does not so comply; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 5 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and; (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license Sublicense purporting to grant rights to any Mount Sinai Technology Licensed Patents, Materials, or Technical Information, that does not comport with the requirements of this Section 2.2 (Sublicensing), or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount SinaiSinai so long as such Sublicense complies with Section 2.2(a). Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-copy (which may be redacted copy to protect any confidential information of Licensee or such Sublicensee, except that no financial information shall be redacted) of any proposed Sublicense at least within thirty (30) days prior to following execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. thereof. (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts shall, subject to its reasonable business judgment, enforce all such Sublicenses against its Sublicensees, ensuring Sublicensees to the extent necessary to ensure its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. For the avoidance of doubt, Mount Sinai at all times retains the right to enforce all such Sublicenses as a third party beneficiary. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that: (a) Any Licensee may grant Sublicenses under the rights and all such Sublicenses shall: licenses granted to it under Section 2.1(a) (License Grants to Licensee), by means of written agreement, to (i) Expressly identify Mount Sinai as a third party beneficiary its Affiliates, (ii) obligate the Sublicensee to abide by distributors, wholesalers, contract research organizations, contract development and be subject to all of the termsmanufacturing organizations, conditionsanalytical services, and limitations other Third Party services providers engaged by Licensee or its Affiliates that: (x) have been granted a limited Sublicense solely in order to provide services to Licensee or its Affiliates in connection with Licensee’s exercise of its rights under this Agreement applicable Agreement, and (y) have not, are not and will not pay consideration of any kind to Licensee or its Affiliates in exchange for such Sublicense (each such entity satisfying the Licensee; conditions of foregoing clauses (x) and (y), a “Subcontractor”), (iii) expressly prohibit a Qualified Sublicensee, in each case ((i) and to (iii)), without prior notice or consent to IDEAYA. For purposes of this Section 2.2(a) (Sublicensing), “Qualified Sublicensee” shall be deemed: [***]. Licensee may further grant Sublicenses under the Sublicensee from granting further sublicenses rights and declare licenses granted to it under Section 2.1(a) (License Grants to Licensee) to any other Third Parties with the prior written consent of IDEAYA, such purported grant of a further sublicense consent not to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rightsunreasonably withheld, e.g. royalty payments, into an escrow conditioned or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York Statedelayed. (b) If Licensee enters into any agreementSublicense in accordance with Section 2.2(a) (Sublicensing), arrangementupon IDEAYA’s request in writing, Licensee will provide to IDEAYA a copy of such Sublicense (which may be redacted for financial terms to the extent not relevant to Licensee’s rights or license purporting obligations hereunder), in each case, no later than [***] following the receipt of IDEAYA’s written request. Licensee will ensure that each Sublicense granted under the licenses granted in Section 2.1(a) (License Grants to grant rights to any Mount Sinai Technology that does not comport Licensee) will be in writing and consistent with the requirements all terms and conditions of this Section or is otherwise inconsistent Agreement applicable to such Sublicensee and will require further sublicenses to comply with the terms and conditions hereof to the extent applicable to the Sublicense, in the same manner and to the same extent as Licensee is bound hereby, and Licensee shall remain responsible |US-DOCS\163899140.5|| for the performance of this Agreement by the Sublicensees. Without limiting the foregoing, each Sublicense will contain the following provisions: (i) a requirement that the Sublicensee comply with Article 11 (Confidentiality) with respect to IDEAYA’s Confidential Information; (ii) requirements consistent with this Section 2.2 (Sublicensing) and the relevant terms of this Agreement; and (iii) if such Sublicense contains a right to Commercialize the Licensed Compound, Licensed Products or Biomarker/Companion Diagnostics, such agreementSublicense will also contain the following provisions: (x) obligations to use Commercially Reasonable Efforts to Develop and Commercialize the Licensed Products consistent with Section 4.1 (Development Diligence) and Section 7.2 (Commercialization Diligence) as applicable to such Sublicensee’s territory, arrangement, (y) a requirement that the Sublicensee submit applicable sales or license shall other reports to Licensee to the extent necessary or relevant to the reports required to be null and void. made or records required to be maintained by Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of under this Agreement, subject to and (z) the cure provisions records and audit requirements consistent with those set forth in Section 12.1. 9.7 (c) Records and Audits). For clarity, any attempted sublicense by Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms violation of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense Section 2.2 (Sublicensing) shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreementbe void.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right shall not be entitled to grant Sublicensesany sublicenses to Affiliates or Third Parties before the conditions under Section 2.1 have been attained and Licensee has paid the first upfront in accordance with Section 4.1 a). After the conditions have been attained and Licensee has paid the first upfront, Licensee shall be entitled to grant sublicenses to Affiliates and Third Parties provided that: (a) Any that any licensor shall be responsible for the compliance of its sublicensee with the provisions of this Agreement and all such Sublicenses shallthat the respective sublicense complies with the following: (i) Expressly identify Mount Sinai as a third party beneficiaryterms and conditions of any sublicense agreement shall be consistent with this Agreement and the scope of the rights granted to each such sublicense shall not exceed the scope of rights granted to Licensee hereunder, (ii) obligate any sublicense depends on the Sublicensee to abide by and be subject to all existence of the terms, conditions, Head License and limitations of this Agreement applicable to the LicenseeAgreement; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense is concluded on terms that would be offered to be invalid and unenforceableany arm’s length Third Party; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or any sublicensee agrees that its licensor discloses the sublicense agreement to any Third Partyits licensors and ultimately to BayPat; (v) provide thatreservation of irrevocable, fully paid-up rights of the BayPat, the Technical University Munich and the inventors of the Patent Rights to use the inventions, the Patent Rights and the Know-How/Material in the event of any inconsistency between the Sublicense future for non-commercial research and this Agreement, this Agreement shall controleducational purposes; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions payment of Article 6 and all other relevant provisions hereinearned royalties on Net Sales by any sublicensee; (vii) be written product development and commercialization diligence milestones if the Sublicense is exclusive; (viii) provision of periodic reports as specified in this Agreement; (ix) standard audit rights exercisable by the English language licensor as specified in this Agreement; (for clarity, this is a reference x) indemnification of the TRIMT Indemnities (as defined in Section 10.2) to the original Sublicense extent legally permissible; (xi) disclaimer on behalf of the BayPat, the Technical University Munich, the inventors of the Patent Rights and of TRIMT of all warranties, including validity, enforceability and non-infringement of the Patent Rights and Know-How/Material, as executed; provision specified in this Agreement; (xii) limitation of a translation liability of TRIMT, BayPat, the Technical University Munich, the inventors to Mount Sinai shall not satisfy direct damages only and , as far as legally possible, only for gross negligence and willful acts and omissions; (xiii) prohibition on the use of the names, logos and trademarks of BayPat, Technical University Munich and TRIMT as specified in this requirement)Agreement; (xiv) maintenance of general liability insurance as is standard for the business of the sublicensee at its various stages of development and commercialization, naming TRIMT, BayPat and the Technical University Munich as additional insureds; (xv) obligation of sublicensee to comply with all applicable laws, including export control laws; and (viiixvi) comply with any marking requirements granting of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai further sublicenses is subject to the delivery compliance of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. such further sublicense with (i) through (xvi). (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject With respect to the licenses granted to RenalytixAI pursuant to Sections 3.1.1, 3.1.2 and 3.1.3, RenalytixAI shall have the right to grant sublicenses provided that, any and all such Sublicenses shall be: (a) granted only pursuant to written agreements, which will be subject and subordinate to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that:of this Agreement; (ab) Any terminable automatically on termination of the Agreement; provided, however, in the event this Agreement was terminated by ISMMS and all further provided that a Sublicensee is not in material breach of the terms of the Sublicense granted to it by RenalytixAI, and Sublicensees actions or inactions did not directly cause a material breach of this Agreement by RenalytixAI that led to the termination of this Agreement, then ISMMS will make reasonable efforts to negotiate and execute a direct license with the Sublicensee on the same or similar terms to either such Sublicenses shall:Sublicense or this Agreement in the sole discretion of ISMMS. (ic) Expressly expressly identify Mount Sinai ISMMS as a third third-party beneficiary; (iid) obligate the Sublicensee to abide by and be subject to all of the applicable terms, conditions, and limitations of this Agreement applicable to the LicenseeAgreement; (iiie) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (ivf) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Partythird party; (vg) cause the Sublicensee to comply with the provisions of Section 11.2.4 to the same extent RenalytixAI is required to comply and include a provision providing for the termination of the Sublicense, upon written request by ISMMS, in the event that the Sublicensee does not so comply; (h) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vii) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai ISMMS consistent with the reporting provisions of Article 6 and all other relevant provisions RenalytixAI provided for herein; (viij) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai ISMMS shall not satisfy this requirement); and; (viiik) comply with any marking requirements of the intellectual property Laws laws of the applicable countries in the Territory, and particularly agrees to legibly mark permanently ▇▇▇▇ all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ixl) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) 3.2.1 If Licensee RenalytixAI enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology Licensed Technology, Licensed Information or Licensed IP Rights, that does not comport with the requirements of this Section 3.2 or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee RenalytixAI acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee 3.2.2 RenalytixAI shall notify Mount Sinai in writing of any proposed grant of provide a Sublicense and provide to Mount Sinai a complete and fully un-redacted draft copy of any proposed Sublicense to ISMMS at least thirty (30) days prior [*] before execution to execution thereof for review allow ISMMS to comment on the terms of the sublicense, and comment by Mount SinaiRenalytixAI will not enter into such Sublicense without ISMMS’ written approval. RenalytixAI shall furnish ISMMS with a fully executed copy of such Sublicense agreement, within [*] after its execution, which comments Licensee shall incorporate therein. Any copy may be redacted to exclude financial and other sensitive terms so long as ISMMS can, after such prior consent provided by Mount Sinai is subject to the delivery of a final and executed completeredaction, fully un-redacted copy reasonably determine compliance of the Sublicense that is substantially similar to with the copy that was terms provided for herein and the previously approved by Mount Sinaiprovided draft sublicense, and shall be Confidential Information of RenalytixAI hereunder. ISMMS shall keep any such copies of sublicense agreement in its confidential files and shall use them solely for the purpose of monitoring RenalytixAI’s and Sublicensee’s compliance with their obligations hereunder and enforcing ISMMS’s rights under this Agreement. (d) Licensee 3.2.3 RenalytixAI hereby agrees to remain fully liable under this Agreement to Mount Sinai ISMMS for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee RenalytixAI of its obligations hereunder to exercise its Commercially Reasonable Efforts (either Efforts, directly or through a Sublicensee) , to Develop and Commercialize Licensed Products, nor relieve Licensee RenalytixAI of its obligations to pay Mount Sinai ISMMS any and all license fees, royalties and other payments due under the this Agreement.

Sublicensing. Subject The Licensees may grant sublicenses to Licensed Technology within the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that: scope of their respective licenses under this Agreement (a) in the Human Field in the Human Territory solely to its Affiliates and (b) in the Veterinary Field in the Veterinary Territory to (I) its Affiliates and/or (II) solely with NANOMIX’s prior written consent (not to be unreasonably withheld or delayed) to Third Parties; provided in each case ((a) and (b)) that Licensees may not grant a sublicense to a Person on the Consolidated Screening List. Any and all such Sublicenses shall: sublicense will (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable subordinate to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement; (ii) with respect to the Human Field, such agreementwill reflect that any sublicensee will not further sublicense; (iii) will include warranty, arrangement, or license shall be null indemnification and void. Licensee acknowledges no challenge provisions similar to those contained herein; (iv) will including accounting and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of audit rights for the Licensees sufficient to fulfill their obligations to NANOMIX under this Agreement. In any event, subject the Licensees shall ensure that each of their Affiliates a:q.d Third Party sublicensees is bound by a written agreement containing provisions as protective of the Products, the NANOMIX Technology and NANOMIX as this Agreement; and the Licensees shall remain responsible to NANOMIX for all activities of their Affiliates and Third Party sublicensees hereunder to the cure provisions set forth in Section 12.1. (c) same extent as if such activities had been undertaken by each Licensee may not grant any Sublicenses without the prior written consent of Mount Sinaiitself. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and The Licensees will provide to Mount Sinai NANOMIX a complete and fully un-redacted copy of each sublicense granted by the Licensees under the Licensed Technology to a Third Party promptly following the execution thereof, and any proposed Sublicense at least thirty (30) days prior subsequent amendments thereto, each of which may be redacted to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to exclude the delivery of a final and executed complete, fully un-redacted copy of the Sublicense Licensees’ confidential information that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under unrelated this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee Gritstone may grant sublicenses under Licensed Intellectual Property licensed under Section 2.1 (with the right to grant Sublicensessublicense through multiple tiers only as set forth in this Section 2.2) (each, a “Sublicense”); provided that: (a) Any Gritstone shall not have the right to grant a Sublicense (and all such Sublicenses shall: no Affiliate of Gritstone or Sublicensee shall have the right to grant a sub-Sublicense) (i) Expressly identify Mount Sinai as a third party beneficiary to [***] or (ii) obligate the Sublicensee with respect to abide by Products that [***], in each case (clauses (i) and (ii)) without Genevant’s prior written consent (which consent may be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licenseegranted or withheld in Genevant’s sole discretion); (iiib) except in the case of a Sublicense by Gritstone to an Affiliate, each Sublicense and sub-Sublicense shall be (x) in writing and on terms consistent with, and subject to, the terms that expressly prohibit the Sublicensee from granting further sublicenses apply to Sublicensees under this Agreement and declare any such purported (y) granted (i) to a Permitted Contractor or (ii) contemporaneously and in conjunction with a grant of a further sublicense license under Intellectual Property Controlled by Gritstone or any of its Affiliates (other than pursuant to be invalid and unenforceablethis Agreement) to Research, Develop, Manufacture or Commercialize [***]; (ivc) prohibit Sublicensee from making payments in exchange for receipt upon termination of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement any Sublicense shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is convert into a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold direct license from Genevant under the terms of this Agreement, or their respective containers; and (ix) specify provided that New York law shall control any dispute arising the scope of the rights licensed under such direct license will be limited to the scope of the applicable Sublicense, ; and further provided that jurisdiction for resolving any such dispute shall be the applicable Sublicensee (i) is not then in breach of the federal or state courts located in New York City, New York State. (b) If Licensee enters into any applicable sublicense agreement, arrangement, or license purporting (ii) agrees in writing to grant rights be bound to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with Genevant as a licensee under the terms and conditions of this Agreement (subject to the limited scope noted in this clause (c), as applicable), and (iii) agrees in writing that in no event shall Genevant assume any obligations or liability, or be under any obligation or requirement of performance that extends beyond Genevant’s obligations and liabilities under this Agreement; (d) except in the case of a Sublicense by ▇▇▇▇▇▇▇▇▇ to an Affiliate, Gritstone shall provide Genevant with a copy of the executed Sublicense within [***] following its execution or in the case of a sub-Sublicense, within [***] following ▇▇▇▇▇▇▇▇▇’s receipt thereof, with such reasonable redaction as Gritstone or its Sublicensee may make; provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement; (e) the grant of such Sublicense shall not relieve Gritstone of its obligations under this Agreement, each of which shall continue without regard to such agreementSublicense; and (f) as between Genevant and Gritstone, arrangement, or license ▇▇▇▇▇▇▇▇▇ shall be null responsible for the compliance by such Sublicensee with any and void. Licensee acknowledges and agrees all terms of this Agreement that entering into expressly apply to such an agreementSublicensees hereunder; provided that, arrangementfor clarity, any act or license constitutes omission by a material Sublicensee in connection with this Agreement that, if committed by ▇▇▇▇▇▇▇▇▇ would be a breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of constitute a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms breach of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreementby Gritstone.

Sublicensing. (a) Subject to the terms and conditions of this Section and otherwise as set forth hereinin the Agreement, Mount Sinai hereby grants to Licensee the right to LICENSEE may grant Sublicensesor allow Sublicenses through multiple tiers, provided that: (athat 1) any such Sublicense shall be an arm’s length transaction to an entity not under the control of LICENSEE, or any of its directors or controllers, and 2) LICENSEE has requested and obtained the prior written approval of UNIVERSITY, which approval shall not be unreasonably withheld. Each Sublicensee shall agree in writing with LICENSEE to accept the conditions and restrictions agreed to by LICENSEE in this Agreement. Sublicenses with any exclusivity must include diligence requirements commensurate with the diligence requirements under this Agreement. Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be Sublicense shall state that it is subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms termination of this Agreement, or their respective containers; and (ix) specify that New York law . LICENSEE shall control have the same responsibility for the activities of any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in Sublicensee as if the federal or state courts located in New York City, New York Stateactivities were directly those of LICENSEE. (b) If Licensee enters into any agreementFor clarity, arrangement, royalties on Net Sales negotiated and agreed upon under this Agreement are “pass-through” by nature. An earned royalty is calculated as a percentage of Net Sales of Licensed Products of LICENSEE or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1Sublicensees. (c) Licensee may not grant any Sublicenses without the prior written consent LICENSEE will pay to UNIVERSITY twenty percent (20%) of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully unall Non-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. Royalty Sublicensing Consideration. (d) Licensee hereby agrees LICENSEE shall provide UNIVERSITY with a copy of each Sublicense and any other agreement that transfers intellectual property rights granted hereunder to remain fully liable under this Agreement to Mount Sinai for a third party (other than routine research and development agreements, such as agreements with contract research organizations), within five (5) days following the performance or non-performance under this Agreement and execution of the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts such other agreement. (either directly or through a e) Notwithstanding the Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its ’s payment obligations to pay Mount Sinai any and LICENSEE, LICENSEE shall be directly responsible for all license fees, royalties and other payments due under the pursuant to this Agreement.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee 4.1 Sorrento shall have the right to grant SublicensesSublicenses to any party with respect to the rights conferred upon Sorrento under the License, provided that: (a) Any and all provided, however, that any such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and Sublicense shall be subject to in all of the terms, conditions, and limitations of this Agreement applicable respects to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a provisions contained in this Agreement. Sublicensees shall not further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt other than an Affiliate of Sublicense rightsSorrento without BGN’s prior written consent, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai which approval shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territorybe unreasonably withheld, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, conditioned or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York Statedelayed. (b) If Licensee enters into any agreement4.2 All Sublicenses shall in all cases be for consideration, arrangement, or license purporting on arms’ length terms and pursuant to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent written agreements consistent with the terms and conditions of this Agreement, and Sorrento shall be entitled to determine the commercial terms and conditions of any such Sublicense Agreement (each such agreement, arrangementa “Sublicense Agreement”). 4.3 Sorrento shall provide BGN with a copy of each Sublicense Agreement promptly following its execution. 4.4 Each Sublicense Agreement shall contain, inter alia, provisions necessary to ensure Sorrento’s ability to perform its obligations under this Agreement, including with respect to reporting requirements and audit rights. Furthermore, Each Sublicense Agreement shall contain undertakings by the Sublicensee to observe and perform provisions substantially similar to those contained in this Agreement with regard to, inter alia, confidentiality, non-assignability, liability, insurance, BGN’s proprietary rights, development and termination. 4.5 Without derogating from the above, each Sublicense Agreement should include specific provisions, whereby BGN shall have a right, at reasonable times and upon reasonable notice, to examine those records of the Sublicensee as may be necessary to determine the correctness or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach completeness of any payment made under this Agreement. 4.6 Upon the termination of this Agreement, subject howsoever arising, any existing Sublicense Agreement may by mutual consent of BGN and the Sublicensee remain in effect; such Sublicense Agreement shall be assigned to the cure provisions set forth in Section 12.1BGN as direct licensor. (c) Licensee may not grant any Sublicenses without 4.7 Without derogating from the prior written consent provisions of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense this Section 4 above, it is agreed that Sorrento will be responsible vis-à-vis BGN for its obligations hereunder and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance of its Sublicensees consistent with all relevant provisions of this Agreement, C–6 and Sorrento shall use commercially reasonable efforts to ensure that its Sublicensees comply with the Sublicense Agreement as it relates to Sorrento’s obligations under all relevant provisions of this Agreement. Accordingly, any act or non-performance under omission by any Sublicensee, which are not remedied within 60 (sixty) days from the date of receipt of written notice by BGN to Sorrento of such act/omission (including, if necessary the termination of such Sublicense Agreement) and which would have constituted a breach of this Agreement and by Sorrento had it been the act/omission of Sorrento, shall constitute a breach of this Agreement by Sorrento unless Sorrento has terminated the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject To the extent either Party is permitted to grant sub-licences under the terms and conditions set forth hereinlicences granted to it under this Clause 2, Mount Sinai hereby grants to Licensee such Party shall have the right to grant Sublicensessuch sub-licences through multiple tiers of Sub-licensees; provided that: 2.3.1 any such sub-licence is consistent with and subject to the terms of this Agreement and shall terminate automatically upon termination of the corresponding licence hereunder; and 2.3.2 neither Party shall be relieved of its obligations pursuant to this Agreement as a result of such sub-licence; 2.3.3 each such Party permitted to grant sub-licenses shall procure a written agreement from any Sub-licensee that its rights under: (a) such sub-licence shall comply in all respects with such Party’s obligations under this Agreement; and (b) such sub-licence shall comply in all respects with such Party’s obligations under the Merck-Serono Agreement or under the INSERM Agreement, provided as applicable. 2.3.4 where GSK grants a sub-licence under the Immutep Intellectual Property and/or the Merck Serono IP to a Third Party, GSK shall ensure that: (a) Any and all any such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate Sub-licensee shall not be granted rights that exceed the Sublicensee to abide by and be subject to all scope of the terms, conditions, and limitations of rights granted to GSK under this Agreement applicable with respect to the LicenseeImmutep Intellectual Property and/or Merck Serono IP; (iiib) expressly prohibit prior to the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event execution of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference sub-licence agreement relating to the original Sublicense Immutep Intellectual Property, GSK shall provide IMMUTEP with notification of the identity and address of the Sub-Licensee, as executed; provision well as such terms of a translation to Mount Sinai the licence as GSK deems reasonably necessary, for approval by INSERM, which shall not satisfy this requirement)be withheld except if INSERM TRANSFERT gives written demonstration that the prospective licence to Sub-Licensee affects its legitimate interests. After [***] of the above-mentioned notification, the absence of response from IMMUTEP shall be considered as an approval; and (viiic) comply promptly following the execution of any sub-licence agreement with any marking requirements of the intellectual property Laws of the applicable countries in the TerritorySub-licensee, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law GSK shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport provide IMMUTEP with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted signed copy of the Sublicense sub-licence agreement with such provisions redacted which GSK deems reasonably necessary. Any information disclosed to IMMUTEP shall constitute the Confidential Information of GSK, however IMMUTEP is hereby duly authorised by GSK to provide INSERM TRANSFERT with a signed copy of such sub-licence agreement provided that is substantially similar to IMMUTEP notifies INSERM that such sub-licence agreement constitutes the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for Confidential Information of IMMUTEP as defined in the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the INSERM Agreement.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the In exercising its right to grant Sublicensessublicenses as set out in Article 2 of this Agreement, provided thatLicensee shall, and shall oblige all Distributors to, enter into sub-license agreements with End-Users which shall contain substantially the following provisions: (a) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the termsEnd-User shall acquire no right, conditions, and limitations of this Agreement applicable title or interest in or to the Licensee; (iii) expressly prohibit Licensed Product or Documentation other than the Sublicensee from granting further sublicenses right to use the Licensed Product and declare any Documentation and such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute use shall be in the federal or state courts located in New York City, New York State.limited to specific individual central processing units bearing a specific serial number and having a specific location; (b) If End-User shall hold the Licensed Product and Documentation in confidence for Northern Telecom and Licensee enters into and shall not at any agreement, arrangement, time use or license purporting to grant rights reproduce the Licensed Product or Documentation except as expressly permitted hereunder or divulge the Licensed Product and Documentation to any Mount Sinai Technology that does not comport person other than employees of End-User with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreementa need to know, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense Northern Telecom and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. .Licensee; and (dc) Licensee hereby agrees the right to remain fully liable under this Agreement to Mount Sinai for use the performance or non-performance under this Agreement Licensed Product and the relevant Sublicense by any party to those agreements. Licensee Documentation shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance be in accordance with the terms laws applicable in the countries of the End-Users but so as not to affect, but to preserve, the proprietary and confidential nature of the Licensed Product and Documentation and any patent, copyright or other rights of Northern Telecom, its Subsidiaries and Affiliates applicable to the Licensed Product and Documentation. Licensee or its Distributors, as applicable, shall negotiate, execute, administer and monitor each of the Licensed Product and Documentation sublicense agreements to ensure compliance with all the relevant provisions of this Agreement. The form normally used by Northern Telecom for such purposes is attached, as an example, hereto as Schedule D. Nothing in this Agreement shall be construed as granting the right for any Distributor, or any End-User to disassemble, decompile, or otherwise reverse engineer the object code versions of the Licensed Product delivered by Northern Telecom pursuant to this Agreement. In the event an End-User is in default under its sublicense agreement, Licensee shall so advise Northern Telecom in writing promptly upon discovery thereof, and exercise as soon as reasonably possible, such rights and recourses, using commercially reasonable efforts, as Northern Telecom may have in the relevant Sublicense. No such Sublicense circumstances with particular emphasis on preserving the proprietary and confidential nature of the Licensed Product and Documentation and any patent, copyright or attempt other rights of Northern Telecom, its Subsidiaries or Affiliates applicable to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop Licensed Product and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the AgreementDocumentation.

Sublicensing. 2.2.1 Subject to the terms and conditions set forth hereinof the ALZA Third Party Licenses, Mount Sinai hereby grants Incline may sublicense the rights granted to Licensee the right it under Section 2.1 to grant Sublicenses, provided that: one or more of its Affiliates or Third Parties at any time. Each such sublicense (a) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and shall be subject to all of the terms, conditionsand subordinate to, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rightsconsistent with, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, (b) shall not in any way diminish, reduce or eliminate any of Incline's obligations under this Agreement, (c) shall require each such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach sublicensee to comply with all applicable terms of this Agreement, subject including to the cure provisions set forth in keep books and records, and permit ALZA to audit (either directly or through an independent auditor) such books and records, and (d) shall provide that any such sublicensee shall not further sublicense except on terms consistent with this Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai2.2. Licensee Incline shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai ALZA with a complete and fully un-redacted copy of any proposed Sublicense at least each such sublicense agreement within thirty (30) days prior after the execution thereof; provided that Incline may redact such portions of any such agreement that do not relate to execution thereof such sublicense or the terms thereof. 2.2.2 Incline shall remain responsible for review its obligations hereunder and comment for the performance of its sublicensees (including making all payments due to ALZA by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery reason of a final and executed complete, fully un-redacted copy any Net Sales of the Sublicense Products as provided in Section 5.2 and Section 5.3), and shall ensure that is substantially similar any such sublicensees comply with all relevant provisions of this Agreement. In the event of any uncured material breach by any sublicensee under a sublicense agreement that would constitute a material breach of Incline's obligations under this Agreement, Incline shall promptly inform ALZA in writing and shall use Commercially Reasonable Efforts to the copy address such default; provided, however, that was previously approved any such uncured material breach by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable such sublicensee of an obligation that would constitute a material breach of Incline's obligations under this Agreement shall be deemed an uncured material breach of Incline hereunder unless Incline cures such material breach within the time and pursuant to Mount Sinai for the performance or non-performance terms provided under Section 10.2 hereof. 2.2.3 Upon an early termination of Incline's license rights under this Agreement, ALZA shall offer any Third Party sublicensee under a sublicense granted by Incline pursuant to Section 2.2.1 that was in effect on the effective date of termination of Incline's license rights under this Agreement the right to enter into a license agreement directly with ALZA on substantially the same terms and the relevant Sublicense by any party conditions under which such rights and licenses were granted to those agreements. Licensee shall use best efforts such sublicensee, provided that such sublicensee (a) is not then in breach of its sublicense, (b) agrees to enforce comply with all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement to the extent applicable to the rights sublicensed to it by Incline, and (c) such agreement does not include obligations upon ALZA that exceed the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee obligations of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due ALZA under the this Agreement.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee Sage shall have the right to grant Sublicensesgrant, and authorize the granting of, sublicenses to any Third Party or to any Affiliate of Sage (collectively “Sublicensees”) under the licenses granted to Sage pursuant to Section 2.1(a); provided that: (a) Any that Sage warrants and all such Sublicenses shall: (i) Expressly identify Mount Sinai shall procure, as a condition precedent thereto, that each such Sublicensee shall first be advised of the restrictions set forth in this Agreement with respect to the transfer of the rights sublicensed to such Sublicensee and such Sublicensee shall enter into an agreement (in a form reasonably satisfactory to CyDex, with CyDex named as an intended third party beneficiary (ii) obligate the with Sage, or with a higher Sublicensee, pursuant to which such new Sublicensee shall acknowledge and agree to abide by observe and be subject to all of bound by the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments restrictions set forth in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, and Sage shall reasonably promptly deliver to CyDex a true and complete copy of the portions of such agreement which bear on CyDex’s rights (together with a certification from a Sage officer that such provided portions are the only portions of such agreement which bear on CyDex’s rights). Other than as specifically provided in this Agreement Section 2.3 and Section 2.4, Sage shall control; (vi) obligate not have the Sublicensee right to submit annualgrant, Quarterlyor authorize the granting of, and interim reports sublicenses to Mount Sinai consistent any third party under the licenses granted pursuant to Section 2.1. Sage shall ensure that all Sublicensees will comply with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license Agreement and shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai responsible for the performance or non-performance under this Agreement and the relevant Sublicense CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. compliance by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance Sublicensees with the applicable terms and conditions of this Agreement as if such Sublicensees were Sage hereunder. For clarity, Sage may sublicense its rights, and the relevant Sublicense. No such Sublicense supply Captisol or attempt any Licensed Product, to obtain a Sublicense shall relieve Licensee researchers and research institutions for research or development of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize any Compound-based Licensed ProductsProduct, nor relieve Licensee including for any investigator-initiated study of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the AgreementCompound-based Licensed Product.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai Licensor hereby grants to Licensee the right to grant Sublicenses, provided that:: ​ (a) Any and all such Sublicenses shall:: ​ (i) Expressly expressly identify Mount Sinai Licensor as a third party beneficiarybeneficiary ​ (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee;; ​ (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party;; ​ (v) cause the Sublicensee to comply with the provisions of Sections 2.1 and 2.2 to the same extent as Licensee is required to comply and include a provision providing for the termination of the Sublicense, upon written request by ▇▇▇▇▇▇▇▇, in the event that the Sublicensee does not so comply; ​ (vi) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control;; ​ (vivii) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai Licensor consistent with the reporting provisions of Article 6 5 and all other relevant provisions herein; (viiviii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai Licensor shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicensesublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (x) Each Sublicense granted by Licensee under this Agreement shall provide for its termination upon termination of this Agreement. Each Sublicense shall automatically terminate upon any termination of this Agreement unless Licensee previously has assigned its rights under the Sublicense to Licensor and Licensor has expressly agreed in writing, in Licensor’s sole discretion, to accept such assignment. ​ (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology Licensed Patents, Software or Know-How, that does not comport with the requirements of this Section 2.5, or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1.. ​ (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai Licensor in writing of any proposed grant of a Sublicense and provide to Mount Sinai Licensor a complete and fully un-redacted copy of any proposed Sublicense at least thirty twenty (3020) days Business Days prior to execution thereof for review and comment by Mount SinaiLicensor, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. .​ (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai Licensor for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either Efforts, directly or through a Sublicensee) , to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai Licensor any and all license fees, royalties and other payments due under the Agreement.. ​

Sublicensing. Subject to the terms and conditions set forth hereinof this Agreement and the In-License Agreements, Mount Sinai hereby grants to Licensee Teijin shall have the right to grant Sublicenses, provided thatsublicense the rights granted to it under Section 2.1 to: (a) 2.2.1 Any and all such Sublicenses shall: of its Affiliates without Versartis’ consent; provided that (i) Expressly identify Mount Sinai as a third party beneficiary Teijin provides Versartis with prior notice of the name of the Affiliate and the rights to be sublicensed; (ii) obligate the Sublicensee such Affiliate agrees in writing to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, Agreement that are applicable to such agreement, arrangement, or license shall be null Affiliate’s activities under such sublicense; and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (ciii) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain Teijin remains fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all of such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance Affiliate in accordance with this Agreement. Any sublicense granted by Teijin to one of its Affiliates shall terminate if such entity is no longer an Affiliate of Teijin and Versartis’ approval is not obtained for the continuation of such sublicense [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. in accordance with subsection 2.2.2 below. Versartis hereby consents to the grant by Teijin of a sublicense of all the rights granted hereunder to Teijin Pharma Limited (“TPL”), a wholly owned subsidiary of Teijin and organized and existing under the laws of Japan, having its registered office at 2-1, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇ and Teijin hereby guarantees that TPL will comply with the terms and conditions of this Agreement that are applicable to TPL’s activities under such sublicense. Versartis agrees that the foregoing clauses (i) and (ii) shall not apply to such grant of sublicense to TPL. 2.2.2 Third Parties with Versartis’ prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed; provided, that (i) such sublicensee agrees in writing to comply with the relevant Sublicense. No term and conditions of this Agreement that are applicable to such Sublicense or attempt to obtain a Sublicense shall relieve Licensee sublicensee’s activities under such sublicense; and (ii) Teijin remains fully liable for the performance of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the such sublicensee in accordance with this Agreement.

Sublicensing. Subject 2.4.1 With respect to the licenses and sublicenses granted to Hana under Section 2.1, subject to the terms and conditions set out in the BCCA Agreements and the MD ▇▇▇▇▇▇▇▇ License and Hana’s assumption of any and all license fees, annual fees, milestone payments and royalty obligations set forth hereinin this Agreement, Mount Sinai hereby grants to Licensee Hana shall have the right to grant Sublicenses, provided thatsublicenses to its Affiliates and to Third Parties. 2.4.2 All sublicensees granted under this Section 2.4 shall be subject to the following: (a) Any Hana will cause each Affiliate so sublicensed to perform the terms of this Agreement as if such Affiliate were Hana hereunder; (b) each Affiliate so sublicensed shall unconditionally, absolutely and irrevocably covenant and agree with INEX as primary obligor, to adopt as its own obligations every obligation of Hana contained or set forth in this Agreement to the extent pertinent to scope of such sublicense; (c) Hana unconditionally guarantees the performance of each Affiliate hereunder as if they were signatories to this Agreement to the extent the performance or lack of performance is a breach of this Agreement; (d) the obligations and liabilities of each Affiliate and Hana under this Agreement shall be joint and several and INEX shall not be obliged to seek recourse against an Affiliate before enforcing its rights against Hana. For greater certainty it is hereby confirmed that any default or breach by an Affiliate of any term of this Agreement will also constitute a default by Hana under this Agreement, and INEX shall be entitled to exercise its rights hereunder, in addition to any other rights and remedies to which INEX may be entitled; (e) each sublicense shall contain covenants by the Third Party Sublicensee for the benefit of INEX to observe and perform similar terms and conditions to those in this Agreement; (f) all sublicenses granted by Hana shall be further sublicensable or assignable without the prior written consent of INEX; provided, however, that Hana shall not sublicense any rights granted herein to any Person that in whole or in part, either alone or in partnership, in collaboration or in conjunction with any Person other than INEX, whether as principal, agent, employee, director, officer, shareholder, licensor or in any capacity or manner whatsoever, whether directly or indirectly manufactures liposomal products without first either: (i) obtaining INEX’s written consent; or (ii) including in such Sublicenses shall:sublicense a provision requiring the sublicense to agree that it will not use the INEX Technology for any purpose other than the Products; (g) in the event that Hana becomes aware of a material breach of any such sublicense by a Third Party Sublicensee, Hana shall promptly notify INEX of the particulars of same and take all commercially reasonable steps to enforce the terms of such sublicense; (h) within ten (10) Business Days after execution of a sublicensing agreement, Hana shall provide INEX with a copy thereof (provided that Hana shall be permitted to redact the financial terms of such agreement); (i) Expressly identify Mount Sinai all sublicenses shall terminate upon the termination of Hana’s rights granted herein unless events of default are cured by Hana or its Sublicensee within the period for the cure of default after notification by INEX as a third party beneficiary (ii) obligate provided by the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations terms of this Agreement applicable to the LicenseeAgreement; (iiij) expressly prohibit the any Sublicensee from granting further sublicenses and declare any such purported who wishes to grant of a further sublicense shall comply with the terms of this Section as if the further sublicense were a sublicense hereunder, including providing to be invalid INEX and unenforceableHana the information described in this Section, and obtaining the consent referred to in this Section, prior to any execution of any such sub-sublicense; (ivk) prohibit all sublicenses shall include an obligation for each Sublicensee from making payments in exchange to account for receipt and report its sales of Sublicense rightsProduct on the same basis as if such sales were sales of Hana, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, and INEX shall receive compensation in the event same amounts as if the sales of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate Product by the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions were sales of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement)Hana; and (viiil) comply Hana shall remain responsible to INEX for the compliance of each Sublicensee with any marking requirements of the intellectual property Laws of financial and other obligations due under this Agreement. 2.4.3 With respect to the applicable countries in licenses granted to INEX under Section 2.2, INEX shall have the Territory, right to grant sublicenses to its Affiliates and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under Third Parties. All sublicenses will be consistent with the terms of this Agreement, shall not relieve Hana or INEX of their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicenseobligations hereunder, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the incorporate terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject for Hana’s benefit comparable to the cure provisions those set forth in Section 12.12.4.2 applicable to sublicenses granted by Hana. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai Licensor hereby grants to Licensee the right to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: (i) Expressly expressly identify Mount Sinai Licensor as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) cause the Sublicensee to comply with the provisions of Sections 2.1 and 2.2 to the same extent as Licensee is required to comply and include a provision providing for the termination of the Sublicense, upon written request by Licensor, in the event that the Sublicensee does not so comply; (vi) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vivii) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai Licensor consistent with the reporting provisions of Article 6 5 and all other relevant provisions herein; (viiviii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai Licensor shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicensesublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (x) Each Sublicense granted by Licensee under this Agreement shall provide for its termination upon termination of this Agreement. Each Sublicense shall automatically terminate upon any termination of this Agreement unless Licensee previously has assigned its rights under the Sublicense to Licensor and Licensor has expressly agreed in writing, in Licensor’s sole discretion, to accept such assignment. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology Licensed Patents, Software or Know-How, that does not comport with the requirements of this Section 2.5, or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai Licensor in writing of any proposed grant of a Sublicense and provide to Mount Sinai Licensor a complete and fully un-redacted copy of any proposed Sublicense at least thirty twenty (3020) days Business Days prior to execution thereof for review and comment by Mount SinaiLicensor, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai Licensor for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either Efforts, directly or through a Sublicensee) , to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai Licensor any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject (a) The Licensee may grant sublicenses through one or multiple tiers, under any or all of the rights granted in Clause 2.1 (Grant of License; Right of Reference), to its Affiliates and to Third Parties. The Licensee shall, and shall procure that each of its Affiliates and each Sublicensee shall, notify BioMedica of the identity of any Sublicensee in writing not more than [***] following the grant of rights under the BioMedica IP to such Sublicensee. (b) All sublicenses of the rights granted under this Agreement or any sublicense must be in writing and: (i) include legally binding provisions at least as stringent as those contained in this Clause 2.4 (Sublicensing) and Clause 12 (Confidentiality); (ii) oblige the Sublicensee to report in writing to the Licensee achievement of any milestone event referred to in Clause 8.2 (Development and Regulatory Milestone Payments); (iii) oblige the Sublicensee to keep, at its normal place of business, accurate and up-to-date records and books of account in sufficient detail for the determination of Net Sales by the Sublicensee (through multiple tiers). Such books and records shall be retained by the Sublicensee (through multiple tiers) for three (3) years from the date on which they are generated, and shall be maintained in accordance with applicable Accounting Standards; (iv) provide that such sublicense shall automatically terminate upon termination of this Agreement; provided that, if the Sublicensee is not in material breach of any of its obligations under such sublicense, at the written request of the Sublicensee to BioMedica made within [***] following the termination of this Agreement, BioMedica shall enter into a direct licence with the Sublicensee on substantially the same terms and conditions set forth herein, Mount Sinai hereby grants as this Agreement but limited to the scope granted by the Licensee (or Sublicensee) to the right to grant SublicensesSublicensee, provided that: (aA) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee BioMedica shall not be required to abide undertake obligations in addition to those required by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the LicenseeAgreement; (iiiB) expressly prohibit the Sublicensee from granting further sublicenses and declare any financial terms of such purported grant of a further sublicense to direct licence shall be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in replaced by the event of any inconsistency between the Sublicense and applicable financial terms provided under this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viiiC) comply with any marking requirements of BioMedica receives, in relation to the intellectual property Laws of Sublicensee, at least those rights that it received in relation to the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold Licensee under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. The Licensee shall notify Mount Sinai remain liable to BioMedica in writing respect of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy acts or omissions of any proposed Sublicense at least thirty Affiliate or Sublicensee (30through multiple tiers) days prior to execution thereof for review and comment that would, if effected by Mount Sinaithe Licensee, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of constitute a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms breach of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject Sublicenses of the licenses granted to the terms and conditions set forth hereinRiver’s Edge under Section 2.1.1 may be granted by River’s Edge; provided, Mount Sinai hereby grants however, in all cases, no sublicense granted by River’s Edge pursuant to Licensee the right to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: this Section 2.2 shall be valid unless: (i) Expressly identify Mount Sinai as a third party beneficiary River’s Edge shall submit the proposed sublicense or distribution agreement to DUSA for written approval prior to execution, which approval shall not be unreasonably withheld or delayed; (ii) obligate River’s Edge shall guarantee and be responsible for, as applicable, the performance of, or the making of all payments due and the making of any reports under this Agreement with respect to sales of Licensed Products by its Affiliates and Sublicensees and, in each case, the Affiliate’s and Sublicensee’s compliance with all applicable terms of this Agreement; (iii) such sublicense agreement shall provide that the Sublicensee shall be jointly and severally liable with River’s Edge for any royalty payments due to abide by DUSA under this Agreement and be subject shall contain the consent to jurisdiction and governing law provisions of this Agreement with respect to the royalty payment obligations; and (iv) as applicable, each Affiliate or Sublicensee agrees in writing to maintain books and records and permit DUSA to review such books and records pursuant to the relevant provisions, and to observe all other applicable terms, of this Agreement. River’s Edge shall promptly provide DUSA with notice of any sublicense granted pursuant to this Section 2.2, and provide a copy of the applicable agreement to DUSA upon its request. Notwithstanding anything here and to the contrary, River’s Edge may enter into a sublicense agreement with Tiber Laboratories, LLC (“Tiber”) to allow Tiber to market the Licensed Products under Tiber’s label and NDC Number, provided that such agreement binds Tiber to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms 2.2; and conditions of this Agreementfurther provided, that Tiber may not assign such agreement, arrangementor any obligations thereunder, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the DUSA’s prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. consent. (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee Curis shall have the right to grant SublicensesSublicenses under the Curis Commercial License, provided thatand ImmuNext shall have the right to grant sublicenses under the ImmuNext License, in each case, through multiple tiers of sublicense solely in accordance with this Section 8.2, as follows: 8.2.1 each Sublicense or ImmuNext sublicense (aas applicable) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee shall refer to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting subordinate to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent and consistent with the terms and conditions of this Agreement, such agreement, arrangement, or license and shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to not limit the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy ability of the Sublicense that is substantially similar granting Party to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable perform its obligations under this Agreement or the other Party’s rights under this Agreement; 8.2.2 in each Sublicense, the Sublicensee shall agree to Mount Sinai be subject to, and bound by, the terms and conditions of the applicable Upstream Agreements to the extent required under the terms of such Upstream Agreements; 8.2.3 Curis shall remain responsible for the performance or non-performance of its obligations under this Agreement and the relevant Sublicense by any party conduct of its Affiliates and Sublicensees hereunder, including the payment of all payments due, and making reports and keeping books and records, and shall cause each Affiliate and Sublicensee to those agreements. Licensee shall use best efforts enable Curis to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance comply with the terms and conditions of this Agreement; 8.2.4 ImmuNext shall remain responsible for the performance of its obligations under this Agreement and the relevant Sublicense. No such conduct of its Affiliates and sublicensees hereunder, including making reports and keeping books and records, and shall cause each Affiliate and ImmuNext sublicensee to enable ImmuNext to comply with the terms and conditions of this Agreement; and 8.2.5 Sublicensees or ImmuNext sublicensees (as applicable) shall have the right to grant further Sublicenses or ImmuNext sublicenses (as applicable) of the same or lesser scope as its Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts ImmuNext sublicense (either directly or through a Sublicenseeas applicable) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due from the granting Party under the AgreementCuris Commercial License or the ImmuNext License, as applicable (the counterparty to such further Sublicense/sublicensee also being a “Sublicensee” or “ImmuNext sublicensee”, as applicable); provided, however, that such further Sublicenses or ImmuNext sublicenses (as applicable) shall be in accordance with and subject to all of the terms and conditions of this Section 8.2 and Section 8.3 (i.e., such initial Sublicensee or ImmuNext sublicensee shall be subject to this Section 8.2.5 in the same manner and to the same extent as the granting Party).

Sublicensing. Subject to, and effective as of, the Closing, Copernicus hereby grants to Wize the right to sublicense all and any of its rights under the license granted hereunder. The granting of sublicenses will be at Wize's sole and exclusive discretion and Wize will have the sole and exclusive power to determine the identity of any sublicensee (subject to the provisions of this paragraph below), the applicable licensee fees or royalty rates that may be payable by the sublicensee to Wize (which in all events shall not affect the amounts that Wize is obligated to pay to Copernicus under this Agreement), if any, and other terms and conditions set forth herein, Mount Sinai hereby grants to Licensee of the right to grant Sublicenses, sublicense; provided that: however that (a) Any Licensee shall provide Licensor a true, accurate, and all complete copy of each such Sublicenses shall: sublicense (and each amendment thereto, if any) promptly following its execution; (b) each sublicense shall (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditionsto, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rightsconsistent with, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach (ii) not conflict with the terms of this Agreement, subject and (iii) contain terms and conditions reasonably sufficient to enable Licensee to comply with the cure provisions set forth in Section 12.1. terms of this Agreement; and (c) Licensee may such sublicensee is either (i) an entity listed on a mutually agreed list of companies that will be attached as a schedule to this Agreement; (ii) a company which is not grant any Sublicenses without a direct competitor of Copernicus in the prior written consent Field and which, at the time of Mount Sinai. Licensee shall notify Mount Sinai the sublicense, has a market capitalization (or, if not publicly traded company, its fair market valuation is) of at least $[***]; or (iii) a party which has been approved by Copernicus in writing of any proposed grant of a Sublicense and provide (not to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment be unreasonably withheld). Unless otherwise agreed in writing by Mount SinaiCopernicus, which comments Licensee Wize shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai responsible for the performance or non-performance under this Agreement of and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance compliance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and by all license fees, royalties and other payments due under the AgreementSublicensees.

Sublicensing. Subject During the applicable License Period, WWE may sublicense the rights licensed pursuant to Sections 4(a) - (d) above; provided that, (a) WWE shall make all sublicensees aware of the relevant terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable and agree to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territoryand be bound by such terms, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into WWE shall ensure that all sublicensees comply in all respects with, and guarantees the compliance of any agreementsuch sublicensee with, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the relevant terms and conditions of this Agreement, such agreement, arrangement(c) any further sublicensing, or license any assignment, transfer, exchange, pledge, hypothecation, or other disposition, or encumbrance, whether direct or indirect, in whole or in part, by operation of law or otherwise, of any of the rights granted to any sublicensee under any such sublicense shall be null expressly prohibited under the terms of such sublicense, (d) WWE shall be fully liable in all respects, Lender, Talent and voidany third party or parties, for such sublicensees’ compliance or non-compliance with the relevant terms and conditions of this Agreement and (e) WWE shall cure any breach of this Agreement by any of WWE’s sublicensees and, if any breach is not promptly cured, WWE shall take all steps necessary to promptly cure such breach, including, without limitation, terminating such sublicense’s rights to use the Talent’s Name and Likeness and the Talent Intellectual Property. Licensee Notwithstanding anything to the contrary herein, WWE acknowledges and agrees that entering it will not enter into any sublicense of Talent’s Name and Likeness or Talent Intellectual Property with respect to Licensed Products with a term that terminates following the expiration of the License Period and Sell Off Period (provided that such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee sublicense may not grant any Sublicenses have a sell off period that extends beyond the expiration of the Sell Off Period hereunder, unless otherwise pre-approved in writing by DJIP) 3 applicable to such Talent’s Name and Likeness or Talent Intellectual Property, without the prior written consent approval of Mount Sinai. Licensee shall notify Mount Sinai in writing of DJIP (any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinaisuch approved sublicense, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. an “Approved Long Term License”). (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. (a) Subject to Section 2.1.2(c) below, TRANSCEPT has the right to grant sublicenses under the license granted to it under Section 2.1.1 to any Affiliate or Third Party, other than a SNBL Competitor, to commercialize the Product in EU, Japan, Australia, New Zealand, Canada, the United States and/or the Territory in its entirety without SNBL’s prior written approval. (b) Subject to Section 2.1.2(c) below, TRANSCEPT has the right to grant sublicenses under the license granted to it under Section 2.1.1 to any Affiliate or Third Party, other than a SNBL Competitor, to commercialize the Product in any territory in the Territory other than as set forth in Section 2.1.2(a) above; provided that TRANSCEPT shall obtain SNBL’s prior written approval prior to granting any such sublicense to any Third Party (but not Affiliate), which consent shall not be unreasonably withheld, conditioned or delayed. (c) With respect to any sublicense granted under Section 2.1.2(a) or Section 2.1.2(b) above, (i) TRANSCEPT shall have entered into a written agreement with its sublicensee that shall be consistent and not conflict with, and shall be subordinate to, the terms and conditions set forth hereinof this Agreement (including for clarity, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that: (a) Any Section 2.2); and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee TRANSCEPT shall remain responsible to abide SNBL for any violations by and be subject to all such sublicensee of the terms, conditions, terms and limitations conditions of this Agreement applicable to Agreement. Within [***] days after the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant execution by TRANSCEPT of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements agreement of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees rights granted to legibly mark all Licensed Products made, used, reproduced, or sold TRANSCEPT by SNBL under the terms of this Agreement, or their respective containers; and (ix) specify that New York law TRANSCEPT shall control provide SNBL with a copy of such sublicense agreement, which copy may be redacted to remove any dispute arising and all information not applicable to the obligations of TRANSCEPT under this Agreement. Without limiting the foregoing, if a sublicensee is in breach of the applicable sublicense agreement and such Sublicensebreach, and that jurisdiction for resolving any if committed by TRANSCEPT, would be a material breach of TRANSCEPT’s obligations to SNBL under this Agreement, TRANSCEPT shall, at its own expense, enforce the applicable terms of such dispute sublicense agreement against the sublicensee, including termination thereof in accordance with the terms of such sublicense agreement. For clarity, TRANSCEPT shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into and remain responsible to SNBL for any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements breach of this Section Agreement or is otherwise inconsistent any sublicense by any of its sublicensees, including all damages due to SNBL as a result of such breach. The entry by TRANSCEPT into a sublicense shall not relieve TRANSCEPT of its obligations under this Agreement, including the obligation to report the Net Sales of such sublicensee and ensure payment of royalties to SNBL in accordance with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least thirty (30) days prior to execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to the delivery of a final and executed complete, fully un-redacted copy of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. . (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai any and all license fees, royalties and other payments due under the Agreement.

Sublicensing. Subject to the terms Each Party and conditions set forth hereinits Affiliates and Sublicensees, Mount Sinai hereby grants to Licensee and Sublicensees of Sublicensees may grant sublicenses under Patents and other Intellectual Property licensed under Sections 2.1 and 2.2 (with the right to grant Sublicensessublicense through multiple tiers consistent with this Section 2.3); provided, provided however, that, in the case of sublicenses granted to Affiliates or Third Parties: (a) Any in the case of Third Party Sublicensees, each sublicense and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by sub- sublicense is in writing and be subject to all of the terms, conditionson terms consistent with, and limitations subject to, the terms of this Agreement applicable to the LicenseeAgreement; (iiib) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant upon termination of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement any sublicenses shall control; (vi) obligate convert into a direct license from Arbutus or the Sublicensee to submit annualCompany, Quarterlyas applicable licensor, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and provided that the Sublicensee (ixi) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be is not then in breach of the federal or state courts located in New York City, New York State. (b) If Licensee enters into any sublicense agreement, arrangement(ii) agrees in writing to be bound to Arbutus or the Company, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with as applicable, as a licensee under the terms and conditions of this Agreement, such agreementand (iii) agrees in writing that in no event shall Arbutus or the Company, arrangementas applicable licensor, assume any obligations or liability, or license shall be null under any obligation or requirement of performance that extends beyond Arbutus’ or the Company’s obligations and void. Licensee acknowledges and agrees that entering into such an agreementliabilities, arrangementas applicable, or license constitutes a material breach of under this Agreement, subject to the cure provisions set forth in Section 12.1.; (c) Licensee may not grant any Sublicenses without in the prior written consent case of Mount Sinai. Licensee Third Party Sublicensees, each Party shall notify Mount Sinai in writing of any proposed grant of promptly provide the other Party hereto with a Sublicense and provide to Mount Sinai a complete and fully un-redacted copy of any proposed Sublicense at least the executed sublicense within thirty (30) days prior to following its execution thereof for review and comment by Mount Sinai, which comments Licensee shall incorporate therein. Any such prior consent provided by Mount Sinai is subject to or in the delivery case of a final and executed completesub-sublicense, fully unwithin thirty (30) days following receipt thereof, with such reasonable redaction as the sub-redacted copy licensor or its Sublicensee may make; provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of the Sublicense that is substantially similar to the copy that was previously approved by Mount Sinai. .this Agreement; and (d) Licensee hereby agrees to remain fully liable under this Agreement to Mount Sinai for the performance or nongrant of such sublicense shall not relieve the sub-performance under this Agreement and the relevant Sublicense by any party to those agreements. Licensee shall use best efforts to enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Licensee licensor Party of its obligations hereunder to exercise its Commercially Reasonable Efforts (either directly or through a Sublicensee) to Develop under this Agreement, and Commercialize Licensed Products, nor relieve Licensee of its obligations to pay Mount Sinai such Party shall be responsible for any and all license fees, royalties and other payments due under the obligations of such Sublicensee as if such Sublicensee were a party to this Agreement.