Common use of Sublicensing Clause in Contracts

Sublicensing. 6.1 LICENSEE shall notify MICHIGAN in writing of every sublicense agreement and each material amendment thereto within thirty (30) days after their execution, and indicate the name of the SUBLICENSEE, the territory covered by the sublicense, the scope of the sublicense, and the nature, timing and amounts of all fees and royalties to be paid thereunder. LICENSEE will provide to MICHIGAN a redacted copy of the sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEE. 6.2 To the extent LICENSEE receives from SUBLICENSEES any consideration other than cash for such sublicense agreements, fair market cash value (at the time of the transaction) for such consideration will be agreed upon by the parties. 6.3 Each sublicense granted by LICENSEE under this Agreement shall provide for its termination upon termination of this Agreement. Each sublicense shall terminate upon termination of this Agreement unless LICENSEE has previously assigned its rights under the sublicense to MICHIGAN, provided that, notwithstanding the foregoing, for a period of [***] days after termination of this Agreement, MICHIGAN agrees to negotiate in good faith with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms contained in this Agreement with respect to the rights granted by LICENSEE to such SUBLICENSEE. 6.4 LICENSEE shall require that all sublicenses: (a) be consistent with the terms and conditions of this Agreement; (b) contain the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on MICHIGAN’s liability, as provided by Article 9 below; and (c) contain provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Paragraphs: 4.4 (duty to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty to avoid improper representations or responsibilities); 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN and HHMI); 10.3 (duty to maintain insurance); 14.5 (duty to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 (duty to restrict the use of MICHIGAN and HHMI’s name); 14.8 (duty to control exports).

Sublicensing. 6.1 LICENSEE (a) Each Party shall notify MICHIGAN have the right to grant sublicenses under the licenses granted to it, with respect to Century under Section 2.1, and with respect to CDI under Section 2.2, in writing of every each case, to Third Parties (each, a “Sublicensee”) through multiple tiers; provided that any such sublicense granted to a Third Party shall be pursuant to a written agreement and each material amendment thereto within thirty (30) days after their execution, sublicense shall be subject to all relevant restrictions and indicate the name of the SUBLICENSEE, the territory covered by the sublicense, the scope of the sublicense, and the nature, timing and amounts of all fees and royalties to be paid thereunder. LICENSEE will provide to MICHIGAN a redacted copy of the sublicense agreement (or material amendment, as applicable) limitations set forth in a form permitted by the SUBLICENSEE. 6.2 To the extent LICENSEE receives from SUBLICENSEES any consideration other than cash for such sublicense agreements, fair market cash value (at the time of the transaction) for such consideration will be agreed upon by the parties. 6.3 Each sublicense granted by LICENSEE under this Agreement shall provide for its termination upon termination of this Agreement. Each Party shall be responsible for each of its Sublicensees complying with all obligations of such Party under this Agreement that are applicable to sublicenses and any breach by a Sublicensee under any such sublicense shall terminate upon termination be deemed to be a breach of such Party under this Agreement. Each Party shall notify the other Party in writing of the identity of Sublicensees without delay. (b) If this Agreement is terminated for any reason other than by a Party pursuant to Section 9.6, then, at the option of any Sublicensee of a terminating Party not in default of the applicable sublicense (or any provision of this Agreement unless LICENSEE has previously assigned its rights under applicable to such Sublicensee), a terminating Party shall use Commercially Best Efforts to execute a possible direct license arrangement with such Sublicensee under, and subject to the sublicense to MICHIGANterms and conditions of, provided that, notwithstanding the foregoing, for a period of [***] days after termination of this Agreement, MICHIGAN agrees . (c) Century shall use Commercially Reasonable Best Efforts to negotiate include in good faith with each SUBLICENSEE any sublicense by Century or any Affiliate of Century to a Third Party (or any further sublicenses by the applicable Sublicensee) of any rights granted by CDI under Section 2.1 that the Sublicensee will grant to Century licenses to any Sublicensee Technology and licenses and rights of reference under any Regulatory Documentation on terms that are substantially similar to the licenses granted by CDI to Century in Section 2.1 (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms contained in this Agreement but with respect to outside the rights granted by LICENSEE Territory) (replacing all references to such SUBLICENSEE. 6.4 LICENSEE shall require that all sublicenses: the “Territory” under Section 2.1 with “outside the Territory”), which license must be fully sublicensable to CDI (athrough multiple tiers) be consistent with pursuant to the terms and conditions of this Agreement; . In such event, such Sublicensee Technology will be deemed Century Licensed Technology hereunder and included within the licenses granted to CDI hereunder. Notwithstanding any provision to the contrary, in the event Century obtains from the Sublicensee (a) licenses to any and all Sublicensee Technology and (b) contain licenses and rights of reference under any Regulatory Documentation Owned or Controlled by Sublicensees (and its Affiliates), to Exploit the SUBLICENSEE’S acknowledgment Licensed Products in the Field, Century shall ensure to make such licenses and rights sublicensable to CDI (through multiple tiers) to Exploit the Licensed Products in the Field outside the Territory. (d) CDI shall use Commercially Reasonable Best Efforts to include in any sublicense by CDI to a Third Party (or any further sublicenses by the applicable Sublicensee) of any rights granted by Century under Section 2.2 that the Sublicensee will grant to CDI licenses to any Sublicensee Technology and licenses and rights of reference under any Regulatory Documentation on terms that are substantially similar to the licenses granted by Century to CDI in Section 2.2 (but with respect to the Territory) (replacing all references to the “outside the Territory” with “Territory”), which license must be fully sublicensable to Century (through multiple tiers) pursuant to the terms and conditions of this Agreement. In such event, such Sublicensee Technology will be deemed Licensed Technology hereunder and included within the licenses granted to Century hereunder. Notwithstanding any provision to the contrary, in the event CDI will obtain from the Sublicensee (a) licenses to any and all Sublicensee Technology and (b) licenses and rights of reference under any Regulatory Documentation Owned or Controlled by Sublicensees (and its Affiliates), to Exploit the Licensed Products in the Field, CDI shall ensure to make such licenses and rights sublicensable to Century (through multiple tiers) to Exploit the Licensed Products in the Field in the Territory. (e) For purposes of Sections 2.5(c) and 2.5(d), “Sublicensee Technology” means any and all Know-How and Patent Rights that such Sublicensee (and its Affiliates) controls by way of developing, generating, or inventing during the term of the disclaimer of warranty and limitation on MICHIGAN’s liability, as provided by Article 9 below; and (c) contain provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE applicable sublicense agreement in the following Paragraphs: 4.4 course of activities for the Exploitation of the Licensed Products or otherwise in the exercise of the sublicensed rights thereunder and that are necessary or useful for the Exploitation of the Licensed Products in the Field. For the avoidance of doubt Sublicensee Technology includes Patent Rights that will be issued based on Know-How that is acquired by Sublicensee (duty to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty to avoid improper representations and its Affiliates) by way of developing, generating, or responsibilities); 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN and HHMI); 10.3 (duty to maintain insurance); 14.5 (duty to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 (duty to restrict inventing during the use term of MICHIGAN and HHMI’s name); 14.8 (duty to control exports)the applicable sublicense agreement in the course of activities for the Exploitation of the Licensed Products or otherwise in the exercise of the sublicensed rights during the term of the applicable sublicense agreement.

Sublicensing. 6.1 LICENSEE shall notify MICHIGAN ‌ (a) Except as set out in writing of every sublicense agreement and each material amendment thereto within thirty (30) days after their execution, and indicate the name item 5 of the SUBLICENSEEDetails Schedule or under clause 3.3(b): (i) the Licensee may only grant sublicences of the Licence to the Licensed IPR where the proposed sublicensee is approved by the Licensor in writing; and (ii) the Licensor will not unreasonably withhold approval, but may withhold approval (or revoke approval) on reasonable grounds, including based on the risk, financial status or reputation of the sublicensee. (b) Except where sublicence rights are expressly limited in item 5 of the Details Schedule and subject to the further requirements under this clause 3.3, the territory covered by Licensee may sublicence the sublicense, the scope Licensed IPR without further approval of the sublicenseLicensor:‌ (i) as agreed in the Commercialisation Business Plan; or (ii) to users of Products, and but only to the nature, timing and amounts of all fees and royalties extent required to be paid thereunder. LICENSEE will provide to MICHIGAN a redacted copy enable use of the sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEEProduct. 6.2 To the extent LICENSEE receives from SUBLICENSEES any consideration other than cash for such sublicense agreements, fair market cash value (at the time c) The Licensee must ensure that all sublicences of the transaction) for such consideration will be agreed upon by the parties. 6.3 Each sublicense granted by LICENSEE Licensed IPR are consistent with its obligations under this Agreement shall provide for its termination upon termination of this Agreement. Each sublicense shall terminate upon termination of this Agreement Without limitation, unless LICENSEE has previously assigned its rights under otherwise approved by the sublicense Licensor in writing, the sublicence agreement must include provisions to MICHIGANthe effect that: (i) the sublicensee must observe terms similar to, provided that, notwithstanding the foregoing, for a period of [***] days after termination of this Agreement, MICHIGAN agrees to negotiate in good faith consistent with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms least as onerous as those contained in this Agreement with respect so far as they are capable of observance and performance by the sublicensee; (ii) the sublicence will be personal to the rights granted by LICENSEE sublicensee and will not be assignable, nor will the sublicensee have the right to such SUBLICENSEE. 6.4 LICENSEE shall require that all sublicenses:sublicense; (aiii) the Licensee may terminate the sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be consistent with done by the terms and conditions of Licensee, give the Licensor the right to terminate this Agreement; (biv) contain such sublicence is capable of being terminated, or novated to the SUBLICENSEE’S acknowledgment Licensor, at the Licensor's sole discretion at the same time as the termination of (or exercise by the disclaimer Licensor of warranty and limitation on MICHIGAN’s liability, as provided by Article 9 belowits rights under clause 15.5 in respect of) this Agreement or any licences granted under it; and (cv) contain provisions under which the SUBLICENSEE accepts duties at least Licensor has audit rights in respect of the sublicensee equivalent to those accepted by the LICENSEE in Licensor’s rights to audit the following Paragraphs: 4.4 Licensee under clause 6 of this Agreement. (duty d) In addition to keep recordsthe Licensor's other obligations under this Agreement, the Licensee must notify the Licensor promptly of any sublicence entered into and provide the Licensor with a copy of the sublicence terms (excluding for this purpose financial payment terms and any personal information); 4.5 . In respect of any sublicences to users of Products, the Licensee is only required to notify the Licensor of its intention to use a particular form of sublicence. (duty regarding Patent Office fees); 9.4 (duty e) The acts or omissions of any sublicensee are considered for the purposes of this Agreement to avoid improper representations be the acts or responsibilities); 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN and HHMI); 10.3 (duty to maintain insurance); 14.5 (duty to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 (duty to restrict omissions of the use of MICHIGAN and HHMI’s name); 14.8 (duty to control exports)Licensee.

Sublicensing. 6.1 LICENSEE shall notify MICHIGAN (a) Except as set out in writing of every sublicense agreement and each material amendment thereto within thirty (30) days after their execution, and indicate the name item 5 of the SUBLICENSEEDetails Schedule or under clause 3.3(b):‌ (i) the Licensee may only grant sublicences of the Licence to the Licensed IPR where the proposed sublicensee is approved by the Licensor in writing; and (ii) the Licensor will not unreasonably withhold approval, but may withhold approval (or revoke approval) on reasonable grounds, including based on the risk, financial status or reputation of the sublicensee. (b) Except where sublicence rights are expressly limited in item 5 of the Details Schedule and subject to the further requirements under this clause 3.3, the territory covered by Licensee may sublicence the sublicense, the scope Licensed IPR without further approval of the sublicenseLicensor:‌ (i) as agreed in the Commercialisation Business Plan; or (ii) to users of Products, and but only to the nature, timing and amounts of all fees and royalties extent required to be paid thereunder. LICENSEE will provide to MICHIGAN a redacted copy enable use of the sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEEProduct. 6.2 To the extent LICENSEE receives from SUBLICENSEES any consideration other than cash for such sublicense agreements, fair market cash value (at the time c) The Licensee must ensure that all sublicences of the transaction) for such consideration will be agreed upon by the parties. 6.3 Each sublicense granted by LICENSEE Licensed IPR are consistent with its obligations under this Agreement shall provide for its termination upon termination of this Agreement. Each sublicense shall terminate upon termination of this Agreement Without limitation, unless LICENSEE has previously assigned its rights under otherwise approved by the sublicense Licensor in writing, the sublicence agreement must include provisions to MICHIGANthe effect that:‌ (i) the sublicensee must observe terms similar to, provided that, notwithstanding the foregoing, for a period of [***] days after termination of this Agreement, MICHIGAN agrees to negotiate in good faith consistent with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms least as onerous as those contained in this Agreement with respect so far as they are capable of observance and performance by the sublicensee; (ii) the sublicence will be personal to the rights granted by LICENSEE sublicensee and will not be assignable, nor will the sublicensee have the right to such SUBLICENSEE. 6.4 LICENSEE shall require that all sublicenses:sublicense; (aiii) the Licensee may terminate the sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be consistent with done by the terms and conditions of Licensee, give the Licensor the right to terminate this Agreement; (biv) contain such sublicence is capable of being terminated at the SUBLICENSEE’S acknowledgment Licensor's sole discretion at the same time as the termination of (or exercise by the disclaimer Licensor of warranty and limitation on MICHIGAN’s liability, as provided by Article 9 belowits rights under clause 15.4 in respect of) this Agreement or any licences granted under it; and (cv) contain provisions under which the SUBLICENSEE accepts duties at least Licensor has audit rights in respect of the sublicensee equivalent to those accepted by the LICENSEE in Licensor’s rights to audit the following Paragraphs: 4.4 Licensee under clause 6 of this Agreement. (duty d) In addition to keep recordsthe Licensor's other obligations under this Agreement, the Licensee must notify the Licensor promptly of any sublicence entered into and provide the Licensor with a copy of the sublicence terms (excluding for this purpose financial payment terms and any personal information); 4.5 . In respect of any sublicences to users of Products, the Licensee is only required to notify the Licensor of its intention to use a particular form of sublicence. (duty regarding Patent Office fees); 9.4 (duty e) The acts or omissions of any sublicensee are considered for the purposes of this Agreement to avoid improper representations be the acts or responsibilities); 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN and HHMI); 10.3 (duty to maintain insurance); 14.5 (duty to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 (duty to restrict omissions of the use of MICHIGAN and HHMI’s name); 14.8 (duty to control exports)Licensee.

Sublicensing. 6.1 LICENSEE shall notify MICHIGAN ‌ (a) Except as set out in writing of every sublicense agreement and each material amendment thereto within thirty (30) days after their execution, and indicate the name item 5 of the SUBLICENSEEDetails Schedule or under clause 3.3(b): (i) the Licensee may only grant sublicences of the Licence to the Licensed IPR where the proposed sublicensee is approved by the Licensor in writing; and (ii) the Licensor will not unreasonably withhold approval, but may withhold approval (or revoke approval) on reasonable grounds, including based on the risk, financial status or reputation of the sublicensee. (b) Except where sublicence rights are expressly limited in item 5 of the Details Schedule and subject to the further requirements under this clause 3.3, the territory covered by Licensee may sublicence the sublicense, the scope Licensed IPR without further approval of the sublicenseLicensor:‌ (i) as agreed in the Commercialisation Business Plan; or (ii) to users of Products, and but only to the nature, timing and amounts of all fees and royalties extent required to be paid thereunder. LICENSEE will provide to MICHIGAN a redacted copy enable use of the sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEEProduct. 6.2 To the extent LICENSEE receives from SUBLICENSEES any consideration other than cash for such sublicense agreements, fair market cash value (at the time c) The Licensee must ensure that all sublicences of the transaction) for such consideration will be agreed upon by the parties. 6.3 Each sublicense granted by LICENSEE Licensed IPR are consistent with its obligations under this Agreement shall provide for its termination upon termination of this Agreement. Each sublicense shall terminate upon termination of this Agreement Without limitation, unless LICENSEE has previously assigned its rights under otherwise approved by the sublicense Licensor in writing, the sublicence agreement must include provisions to MICHIGANthe effect that: (i) the sublicensee must observe terms similar to, provided that, notwithstanding the foregoing, for a period of [***] days after termination of this Agreement, MICHIGAN agrees to negotiate in good faith consistent with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms least as onerous as those contained in this Agreement with respect so far as they are capable of observance and performance by the sublicensee; (ii) the sublicence will be personal to the rights granted by LICENSEE sublicensee and will not be assignable, nor will the sublicensee have the right to such SUBLICENSEE. 6.4 LICENSEE shall require that all sublicenses:sublicense; (aiii) the Licensee may terminate the sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be consistent with done by the terms and conditions of Licensee, give the Licensor the right to terminate this Agreement; (biv) contain such sublicence is capable of being terminated at the SUBLICENSEE’S acknowledgment Licensor's sole discretion at the same time as the termination of (or exercise by the disclaimer Licensor of warranty and limitation on MICHIGAN’s liability, as provided by Article 9 belowits rights under clause 15.4 in respect of) this Agreement or any licences granted under it; and (cv) contain provisions under which the SUBLICENSEE accepts duties at least Licensor has audit rights in respect of the sublicensee equivalent to those accepted by the LICENSEE in Licensor’s rights to audit the following Paragraphs: 4.4 (duty to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty to avoid improper representations or responsibilities); 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN and HHMI); 10.3 (duty to maintain insurance); 14.5 (duty to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 (duty to restrict the use Licensee under clause 6 of MICHIGAN and HHMI’s name); 14.8 (duty to control exports)this Agreement.

Sublicensing. 6.1 LICENSEE shall may sublicense all or any portion of its rights set forth in Section 2.1 above to SUBLICENSEES under the following conditions: (a) all sublicenses must be in writing and signed by both applicable parties, enforceable according to its terms, and subject to this Agreement; (b) no sublicense will grant, or purport to grant, any broader rights than those set forth in Section 2.1; (c) SUBLICENSEES will not have the right to further sublicense; (d) LICENSEE will not receive from SUBLICENSEEs anything of value other than cash payments in consideration for any sublicense under this Agreement, without the express prior written permission of ARIZONA; (e) SUBLICENSEES will agree in writing to: (i) acknowledge ARIZONA’S reserved rights (as set forth in Section 2.3), the federal government’s reserved rights and the manufacturing limitations (as set forth in Section 2.4); (ii) report its sales of the LICENSED PRODUCT to LICENSEE (so that LICENSEE can in turn report to ARIZONA and pay applicable royalties); (iii) LICENSEE’S right to terminate the sublicense if SUBLICENSEE does not meet commercialization obligations; (iv) maintain insurance, indemnify and acknowledge the liability limitations of ARIZONA as set forth in Section 8; and (v) acknowledge the effects of termination of this Agreement, as set forth in Section 6.7(d). LICENSEE will notify MICHIGAN ARIZONA in writing of every sublicense agreement and each material amendment thereto within thirty (30) days after their execution, and indicate the name of the SUBLICENSEE, the territory covered by the sublicense, the and scope of the sublicense, and the nature, timing and amounts of all fees and royalties to be paid thereunder, and whether or not the SUBLICENSEE has greater or fewer than 500 employees. Upon request, LICENSEE will provide to MICHIGAN ARIZONA with a redacted copy of the sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEE. 6.2 To the extent LICENSEE receives from SUBLICENSEES any consideration other than cash for such sublicense agreements, fair market cash value (at the time of the transaction) for such consideration . ARIZONA will be agreed upon by the parties. 6.3 Each deemed a third party beneficiary of all sublicense granted by LICENSEE under agreements that comply with this Agreement shall provide for its termination upon termination of this Agreement. Each sublicense shall terminate upon termination of this Agreement unless LICENSEE has previously assigned its rights under the sublicense to MICHIGAN, provided that, notwithstanding the foregoing, for a period of [***] days after termination of this Agreement, MICHIGAN agrees to negotiate in good faith with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms contained in this Agreement with respect to the rights granted by LICENSEE to such SUBLICENSEE. 6.4 LICENSEE shall require that all sublicenses: (a) be consistent with the terms and conditions of this Agreement; (b) contain the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on MICHIGAN’s liability, as provided by Article 9 below; and (c) contain provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Paragraphs: 4.4 (duty to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty to avoid improper representations or responsibilities); 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN and HHMI); 10.3 (duty to maintain insurance); 14.5 (duty to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 (duty to restrict the use of MICHIGAN and HHMI’s name); 14.8 (duty to control exports).Section

Sublicensing. 6.1 LICENSEE shall notify MICHIGAN in writing of every sublicense agreement and each material amendment thereto with any SUBLICENSEE (other than an AFFILIATE) within thirty (30) […***…] days after their execution, and indicate the name of the SUBLICENSEE, the territory covered by of the sublicense, the scope of the sublicense, and the nature, timing and amounts of all fees and royalties to be paid thereunder, and whether or not such SUBLICENSEE has greater or fewer than 500 employees. Upon request, LICENSEE shall provide MICHIGAN with a copy of sublicense agreements with any SUBLICENSEE (other than an AFFILIATE). LICENSEE will provide may permit SUBLICENSEES to MICHIGAN a redacted copy further sublicense any of the rights granted to LICENSEE hereunder provided that all of the terms and conditions required by a SUBLICENSEE under this Agreement are included in such sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEEagreements. 6.2 To the extent If LICENSEE receives from SUBLICENSEES any consideration that would be included in SUBLICENSE REVENUE in a form other than cash for such sublicense agreementspayments, LICENSEE shall include in SUBLICENSE REVENUE the fair market cash value (at the time of the transaction) for such consideration will be agreed upon by the partiesconsideration. 6.3 Each sublicense MICHIGAN agrees that in the event that MICHIGAN terminates this Agreement under Paragraph 5.3, 11.1, 11.2 or 11.3, and subject to the conditions set forth below, MICHIGAN shall assume the rights and obligations of LICENSEE under SUBLICENSES granted by LICENSEE under this Agreement after the EFFECTIVE DATE that are compliant with Article 6 hereof. The following shall provide for its termination upon be conditions precedent to any obligation of MICHIGAN to assume such rights and obligations: (a) SUBLICENSEE shall have provided a written request to MICHIGAN within […***…] ([…***…]) business days after MICHIGAN or LICENSEE (whichever is earlier) has provided SUBLICENSEE with written notice of termination of this Agreement. Each sublicense ; (b) SUBLICENSEE shall terminate upon termination of this Agreement unless LICENSEE has previously assigned its rights under not be, or have been at any time during the sublicense to MICHIGAN, provided that, notwithstanding the foregoing, for a period of [***] days after termination term of this Agreement, MICHIGAN agrees to negotiate in good faith with each an AFFILIATE of LICENSEE; (c) SUBLICENSEE that (a) is shall not under common control or ownership with LICENSEE, and (b) is not be in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement; (d) LICENSEE shall have provided MICHIGAN with a copy of such SUBLICENSE agreement between LICENSEE and SUBLICENSEE within […***…] days after execution of such SUBLICENSE; and (e) SUBLICENSEE shall pay MICHIGAN any financial obligations owed by LICENSEE to MICHIGAN under subparagraphs 3.1(d) and 7.3 (for those countries in which the SUBLICENSEE has a sublicense both owed to MICHIGAN upon said termination of this Agreement (subject to equal proration among such SUBLICENSEES, if any, of the PATENT RIGHTS) and during the term of such assumed SUBLICENSE. MICHIGAN shall have only have an obligation to provide assume such rights and obligations of LICENSEE if, within […***…] ([…***…]) days after said written request of SUBLICENSEE, MICHIGAN and SUBLICENSEE reduce their agreement in writing as an agreement between MICHIGAN and SUBLICENSEE, and such agreement includes the following terms and any others agreed to by MICHIGAN and SUBLICENSEE: (a) MICHIGAN, aside only from the provision of a license under the PATENT RIGHTS on similar RIGHTS, shall not be responsible for the performance or payment of any obligations of LICENSEE arising from any such SUBLICENSE, (b) payment of financial terms contained in this Agreement with respect to the rights granted obligation owed by LICENSEE to MICHIGAN under subparagraph 3.1(d) during the term of such assumed SUBLICENSE, (c) reimbursement of ongoing patent expenses under subparagraph 7.3 by SUBLICENSEE during the term of such assumed sublicense for those countries in which the SUBLICENSEE has a sublicense and (d) the scope of the field of use of such direct license shall not be broader than the rights sublicensed by LICENSEE to SUBLICENSEE. 6.4 Any sublicense for which MICHIGAN does not assume the rights and obligations of LICENSEE as set forth in Paragraph 6.3 shall terminate upon termination of this Agreement. 6.5 LICENSEE shall require that all sublicenses: sublicenses of rights granted under this Agreement: (a) be consistent with the terms and conditions of this Agreement; ; (b) contain the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on MICHIGAN’s , […***…], FOUNDATION and LLS's liability, as provided by Article 9 below; and and (c) contain provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Paragraphs: 4.4 (duty to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty to avoid improper representations or responsibilities); , 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN MICHIGAN, […***…], FOUNDATION and HHMILLS); , 10.3 (duty to maintain insurance); 14.5 , 13.4 (duty to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 , and 13.6 (duty to restrict the use of MICHIGAN MICHIGAN, […***…], FOUNDATION and HHMI’s LLS's name); 14.8 (duty to control exports).

Sublicensing. 6.1 LICENSEE shall notify MICHIGAN (a) Except as set out in writing of every sublicense agreement and each material amendment thereto within thirty (30) days after their execution, and indicate the name item 5 of the SUBLICENSEEDetails Schedule or under clause 3.3(b):‌ (i) the Licensee may only grant sublicences of the Licence to the Licensed IPR where the proposed sublicensee is approved by the Licensor in writing; and (ii) the Licensor will not unreasonably withhold approval, but may withhold approval (or revoke approval) on reasonable grounds, including based on the risk, financial status or reputation of the sublicensee. Guidance Note for clause 3.3: This template provides a limited right for the Licensee to on-license (sublicence) its rights to third parties – as this is usually required in the case of Commercialisation. The parties can agree in the Details Schedule to either expand or limit the template permission to sublicence granted in clause 3.3, as appropriate to their transaction. Unless agreed otherwise in the Details Schedule, there is also an obligation on the Licensor to not unreasonably withhold approval for further requests by the Licensee to sublicence. The obligations on the Licensee in this clause to manage sublicences (see for example clause 3.3(c) are essential to protecting the Licensor's interests in the Licensed IPR. There is a right for the Licensor to terminate this Agreement if the Licensee fails to comply with its obligations in clause 3.3. (b) Except where sublicence rights are expressly limited in item 5 of the Details Schedule and subject to the further requirements under this clause 3.3, the territory covered by Licensee may sublicence the sublicense, the scope Licensed IPR without further approval of the sublicenseLicensor:‌ (i) as agreed in the Commercialisation Business Plan; or (ii) to users of Products, and but only to the nature, timing and amounts of all fees and royalties extent required to be paid thereunder. LICENSEE will provide to MICHIGAN a redacted copy enable use of the sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEEProduct. 6.2 To the extent LICENSEE receives from SUBLICENSEES any consideration other than cash for such sublicense agreements, fair market cash value (at the time c) The Licensee must ensure that all sublicences of the transaction) for such consideration will be agreed upon by the parties. 6.3 Each sublicense granted by LICENSEE Licensed IPR are consistent with its obligations under this Agreement shall provide for its termination upon termination of this Agreement. Each sublicense shall terminate upon termination of this Agreement Without limitation, unless LICENSEE has previously assigned its rights under otherwise approved by the sublicense Licensor in writing, the sublicence agreement must include provisions to MICHIGANthe effect that:‌ (i) the sublicensee must observe terms similar to, provided that, notwithstanding the foregoing, for a period of [***] days after termination of this Agreement, MICHIGAN agrees to negotiate in good faith consistent with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms least as onerous as those contained in this Agreement with respect so far as they are capable of observance and performance by the sublicensee; (ii) the sublicence will be personal to the rights granted by LICENSEE sublicensee and will not be assignable, nor will the sublicensee have the right to such SUBLICENSEE. 6.4 LICENSEE shall require that all sublicenses:sublicense; (aiii) the Licensee may terminate the sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be consistent with done by the terms and conditions of Licensee, give the Licensor the right to terminate this Agreement; (biv) contain such sublicence is capable of being terminated, or novated to the SUBLICENSEE’S acknowledgment Licensor, at the Licensor's sole discretion at the same time as the termination of (or exercise by the disclaimer Licensor of warranty and limitation on MICHIGAN’s liability, as provided by Article 9 belowits rights under clause 15.5 in respect of) this Agreement or any licences granted under it; and (cv) contain provisions under which the SUBLICENSEE accepts duties at least Licensor has audit rights in respect of the sublicensee equivalent to those accepted by the LICENSEE in Licensor’s rights to audit the following Paragraphs: 4.4 Licensee under clause 6 of this Agreement. (duty d) In addition to keep recordsthe Licensor's other obligations under this Agreement, the Licensee must notify the Licensor promptly of any sublicence entered into and provide the Licensor with a copy of the sublicence terms (excluding for this purpose financial payment terms and any personal information); 4.5 . In respect of any sublicences to users of Products, the Licensee is only required to notify the Licensor of its intention to use a particular form of sublicence. (duty regarding Patent Office fees); 9.4 (duty e) The acts or omissions of any sublicensee are considered for the purposes of this Agreement to avoid improper representations be the acts or responsibilities); 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN and HHMI); 10.3 (duty to maintain insurance); 14.5 (duty to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 (duty to restrict omissions of the use of MICHIGAN and HHMI’s name); 14.8 (duty to control exports)Licensee.

Sublicensing. 6.1 LICENSEE shall notify MICHIGAN in writing a. Without prior approval of every Callaway Golf, Ashworth may grant a limited sublicense agreement and each material amendment thereto within thirty (30to a reputable supplier(s) days after their executionf▇▇ ▇▇▇ ▇ole p▇▇▇▇▇e of permitting such supplier to manufacture Licensed Products bearing the Trademarks for sale by such supplier to Ashworth, provided such supplier enters into, and indicate agrees to the name of the SUBLICENSEEterm▇ ▇▇, the territory covered by the sublicense▇ Supplier Limited Trademark Sublicense Agreement, the scope of the sublicense, and the nature, timing and amounts of all fees and royalties to be paid thereunder. LICENSEE will provide to MICHIGAN a redacted copy of the sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEE. 6.2 To the extent LICENSEE receives from SUBLICENSEES any consideration other than cash for such sublicense agreements, fair market cash value (at the time of the transaction) for such consideration will be mutually agreed upon by the partiesCallaway Golf and Ashworth, or an agreement which contains substantively comparable la▇▇▇▇▇▇. 6.3 Each sublicense granted by LICENSEE under this Agreement shall provide for its termination upon termination of this Agreement. Each sublicense shall terminate upon termination of this Agreement unless LICENSEE has previously assigned its rights under the b. Only with Callaway Golf's prior written consent, Ashworth may grant a sublicense to MICHIGANa reputable subcontractor(s) to m▇▇▇▇▇▇▇▇re an▇ ▇▇▇l specified Licensed Products ("Authorized Sublicensed Products") provided such subcontractor enters into, provided that, notwithstanding the foregoing, for a period of [***] days after termination of this Agreement, MICHIGAN and agrees to negotiate in good faith with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEEthe terms of, a form of Subcontractor Limited Trademark Sublicense Agreement mutually and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, reasonably satisfactory to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms contained in this Agreement with respect to the rights granted by LICENSEE to such SUBLICENSEEAshworth and Callaway Golf. 6.4 LICENSEE shall require that all sublicenses: (a) be consistent with the terms and conditions of this Agreement; (b) contain the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on MICHIGAN’s liability, c. Except as provided by Article 9 below; and (c) contain provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Paragraphs: 4.4 (duty to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty to avoid improper representations or responsibilities); 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN and HHMI); 10.3 (duty to maintain insurance); 14.5 (duty to properly otherwise p▇▇▇▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 herein, Ashworth shall be liable to Callaway Golf for all liability resultin▇ ▇▇▇▇ ▇he action or inaction of its suppliers and subcontractors. CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT 10(v) PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION IS INDICATED BY THE SYMBOL "[**]" AT EACH PLACE IN THIS EXHIBIT 10(v) WHERE THE OMITTED INFORMATION APPEARED IN THE ORIGINAL. Ashworth shall use commercially reasonable efforts (duty including, if ne▇▇▇▇▇▇▇, termination) to restrict ensure that its suppliers and subcontractors: (i) do not use child labor in the use manufacturing, packaging or shipping of MICHIGAN and HHMI’s name); 14.8 (duty to control exports).the Licensed Products or any other products it manufactures. The term "child" means a person younger than the prevailing local minimum working age, but in no event shall any child younger than age 14 be employed in the manufacturing, packaging or shipping of the Licensed Products;

Sublicensing. 6.1 LICENSEE shall notify MICHIGAN DUKE in writing of every sublicense agreement with a SUBLICENSEE and each material amendment thereto within thirty (30) days after their execution, and indicate the name of the SUBLICENSEE, the territory covered by of the sublicense, the scope of the sublicense, and the nature, timing and amounts of all fees and royalties to be paid thereunder, and whether or not the SUBLICENSEE has greater or fewer than 500 employees. Upon request, LICENSEE will shall provide to MICHIGAN DUKE with a redacted copy of the sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEE. 6.2 To the extent LICENSEE receives from SUBLICENSEES any consideration other than cash for such sublicense agreements, fair market cash value (at which may be redacted to the time of extent the transaction) for such consideration will be agreed upon by the partiesterms thereof are not necessary to determine compliance with this Agreement. 6.3 Each 6.2 LICENSEE shall not receive from SUBLICENSEES anything of value other than cash payments in consideration for any sublicense granted by LICENSEE under this Agreement shall provide Agreement, without the express prior written permission of DUKE, not to be unreasonably withheld, conditioned or delayed; provided that for its termination upon termination purposes of this Agreement. Each sublicense shall terminate upon termination of this Agreement unless LICENSEE has previously assigned its rights under the sublicense to MICHIGAN, provided that, notwithstanding the foregoing, for a period diligence, data and regulatory, intellectual property assignment or licenses, audit rights and other similar contractual obligations shall not be “of [***] days after termination of this Agreement, MICHIGAN agrees to negotiate in good faith with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms contained in this Agreement with respect to the rights granted by LICENSEE to such SUBLICENSEEvalue. 6.4 ” LICENSEE shall require that all sublicenses: sublicenses granted to a SUBLICENSEE: (a) be consistent with the terms and conditions of this Agreement; ; (b) contain the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on MICHIGANDUKE’s liability, as provided by Article ARTICLE 9 - below; and and (c) contain provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Paragraphs: 4.4 (duty to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty to avoid improper representations or responsibilities); , 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN and HHMIDUKE); , 10.3 (duty to maintain insurance); 14.5 , 2.3 (duty to properly ▇m▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 , and 15.5 (duty to restrict the use of MICHIGAN and HHMIDUKE’s name). 6.3 Upon termination of this Agreement, any sublicenses granted by LICENSEE under the LICENSED RIGHTS shall survive if the relevant SUBLICENSEE agrees in writing to be bound by the terms of this Agreement as such terms apply to such SUBLICENSEE (in which event, such SUBLICENSEE will be deemed a direct licensee of DUKE); 14.8 (duty provided that any such SUBLICENSEE shall only be responsible for any payments that become due as a result solely of such SUBLICENSEE’s activities after the effective date of termination of this Agreement. For the avoidance of doubt, SUBLICENSEES who agree to control exports).be bound by the terms of this Agreement pursuant to this Paragraph 6.3 will not be responsible for any milestone payments already paid by LICENSEE prior to the effective date of termination, nor any milestone payments that may accrue as a result of the activities of any other SUBLICENSEE after the effective date of any such termination of this

Sublicensing. 6.1 LICENSEE shall notify MICHIGAN in writing of every sublicense agreement and each material amendment thereto within thirty (30) days after their execution, and indicate the name of the SUBLICENSEE, whether the SUBLICENSEE has more than 500 employees,, the territory covered by of the sublicense, the scope of the sublicense, and the nature, timing and amounts of all fees and royalties to be paid thereunder. Upon request, LICENSEE will shall provide to MICHIGAN with a redacted copy of the sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEEagreements. 6.2 To the extent LICENSEE receives shall not receive from SUBLICENSEES any consideration anything of value other than cash payments in consideration for such any sublicense agreementsunder this Agreement, fair market cash value (at without the time express prior written permission of the transaction) for such consideration will MICHIGAN, which shall not be agreed upon by the partiesunreasonably withheld or delayed. 6.3 Each sublicense granted by LICENSEE under this Agreement shall provide for its termination upon termination of this Agreement. Each sublicense shall terminate upon termination of this Agreement unless LICENSEE has previously assigned its rights under the sublicense to MICHIGAN, provided that, notwithstanding MICHIGAN and MICHIGAN has agreed at its sole discretion in writing to such assignment. Prior to the foregoing, for a period of [***] days after termination of this Agreement, MICHIGAN agrees to negotiate may not enter into any agreement or option with SUBLICENSEE related or in good faith connection with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms contained in this Agreement with respect to the rights granted by LICENSEE to such SUBLICENSEERIGHTS. 6.4 LICENSEE shall require that all sublicenses: (a1) be consistent with the terms and conditions of this Agreement; (b2) contain the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on MICHIGAN’s liability, as provided by Article 9 below; and (c3) contain provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Paragraphs: 4.4 (duty to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty to avoid improper representations or responsibilities); 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN and HHMI); 10.3 10.4 (duty to maintain insurance); 14.5 (duty to properly ▇m▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 (duty to restrict the use of MICHIGAN and HHMI’s name); 14.8 (duty to control exports); 14.12 (HHMI’S third party beneficiary status).

Sublicensing. 6.1 LICENSEE shall notify MICHIGAN in writing of every sublicense agreement and each material amendment thereto within thirty (30) days after their its execution, and indicate the name of the SUBLICENSEE, the territory covered by of the sublicense, the scope of the sublicense, and the nature, nature and timing and amounts of all fees and royalties to be paid thereunder. Upon request, LICENSEE will shall provide to MICHIGAN with a redacted copy of the sublicense agreement (or material amendment, as applicable) agreements in a form permitted by the SUBLICENSEEacceptable to LICENSEE and SUBLICENSEE so as to protect both parties’ confidentiality. 6.2 To the extent LICENSEE receives shall not receive from SUBLICENSEES any consideration anything of value other than cash payments in consideration for such any sublicense agreementsunder this Agreement, fair market cash value (at without the time express prior written permission of the transaction) for such consideration will be agreed upon by the partiesMICHIGAN. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] 6.3 Each Upon any termination of this Agreement, (a) each sublicense granted by LICENSEE under this Agreement shall provide for its termination upon termination of this Agreement. Each ; and (b) each sublicense shall terminate upon termination of this Agreement unless LICENSEE has previously assigned its rights under the sublicense agreement to MICHIGAN, provided MICHIGAN in accordance with Section 14.11. Provided that, notwithstanding the foregoing, for a period of [***] 90 days after termination of this Agreement, MICHIGAN agrees to negotiate in good faith with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, LICENSEE and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreementtermination, to provide such SUBLICENSEE a license under of the PATENT RIGHTS on similar financial terms contained in this Agreement with respect to the rights granted by LICENSEE to such SUBLICENSEE. 6.4 LICENSEE shall require that all sublicenses: (a1) be consistent with the terms and conditions of this Agreement; (b2) contain the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on MICHIGAN’s liability, as provided by Article 9 below; and (c3) contain provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Paragraphs: 4.4 (duty to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty to avoid improper representations or responsibilities); 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN and HHMI); 10.3 (duty to maintain insurance); 14.5 (duty to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 (duty to restrict the use of MICHIGAN and HHMI’s name); 14.8 (duty to control exports)[***].

Sublicensing. 6.1 LICENSEE (i) Other than with respect to subcontractor agreements entered into in accordance with Section 4.10(e), Serenity shall notify MICHIGAN not sublicense the rights granted under Sections 2.4(a) or 2.4(b) without the prior written consent of Allergan. For clarification, an agreement with a contractor, contract research organization, contract manufacturer or other Third Party performing contracted services related to Development of a Product shall not be a Sublicensee thereof, provided such agreement is a fee-for-service arrangement and does not grant the Third Party the right to sell or promote such Product, and Serenity shall not enter into any such agreement except in writing accordance with Section 4.7 and 4.10(b), respectively. (ii) Subject to Section 2.5, Serenity shall have the right to grant sublicenses, through multiple tiers of every sublicenses, under the license in Sections 2.4(c) to Third Parties, ***. Each sublicense agreement shall include such provisions as are necessary to ensure Serenity’s ability to perform its obligations under this Agreement, including reporting and each material amendment thereto audit requirements and diligence obligations. Serenity shall be responsible for the performance of its Sublicensees hereunder. Serenity shall provide Allergan with a copy of the sublicense agreement for its Sublicensees within thirty (30) days after their execution, which copy may be redacted to exclude financial and indicate the name of the SUBLICENSEE, the territory covered by the sublicense, the scope of the sublicense, and the nature, timing and amounts of all fees and royalties other sensitive terms (to be paid thereunder. LICENSEE will provide to MICHIGAN a redacted copy of the sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEE. 6.2 To the extent LICENSEE receives from SUBLICENSEES any consideration other than cash for such sublicense agreements, fair market cash value (at the time terms are not relevant or applicable to Allergan) and shall be treated as Confidential Information of the transaction) for such consideration will be agreed upon by the parties. 6.3 Serenity hereunder. Each sublicense granted by LICENSEE under this Agreement Serenity to any rights licensed to it hereunder shall provide for its termination terminate immediately upon the termination of this Agreement. Each sublicense shall terminate upon termination of this Agreement the license from Allergan to Serenity with respect to such rights, unless LICENSEE has previously assigned its rights under the sublicense to MICHIGAN, provided that, notwithstanding the foregoing, for a period of [***] days after termination of this Agreement, MICHIGAN agrees to negotiate in good faith with each SUBLICENSEE that (aA) is not under common control or ownership with LICENSEE, and (b) such Sublicensee is not in material breach of its obligations under its sublicense with LICENSEE at the time of the termination of agreement, (B) if this AgreementAgreement was terminated for Serenity’s material breach, such Sublicensee cures such material breach by Serenity within thirty (30) days after such termination, and (C) such Sublicensee agrees in writing to provide such SUBLICENSEE be bound directly to Allergan under a license under the PATENT RIGHTS on agreement substantially similar financial terms contained in to this Agreement with respect to the rights granted by LICENSEE to sublicensed hereunder, substituting such SUBLICENSEESublicensee for Serenity. 6.4 LICENSEE (iii) In the event Serenity would like to grant a sublicense for the Development or Commercialization of the Product for the PNE Indication, under the licenses in Sections 2.4(c), to an entity that is *** (the “PNE Development Entity”), Serenity shall require notify Allergan and disclose the material terms and conditions of any such sublicense agreement prior to entering into such sublicense agreement. For clarity, any sublicense agreement between ***Certain confidential information contained in this document, marked with 3 asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended. Serenity and the PNE Development Entity shall include without limitation terms and conditions reasonably acceptable to Allergan, including without limitation terms giving Allergan the same audit and inspection rights as those provided in Section 5.3, setting forth quality standards that are no less stringent than those determined by the JSC pursuant to Section 4.10(d), and obligating such PNE Development Entity to comply with all sublicenses: (a) applicable regulatory obligations and other Applicable Laws, to assign all Inventions to Allergan, to maintain the confidentiality of Confidential Information, to provide Information to Serenity for disclosure to Allergan, to provide to Allergan the right of first negotiation and refusal set forth in Section 2.5, and to indemnify Allergan, each such term to be consistent with the terms and conditions of contained in this Agreement; (b) contain . If Allergan consents in writing to Serenity’s grant of such sublicense, ***, such PNE Development Entity ***. For the SUBLICENSEE’S acknowledgment avoidance of the disclaimer of warranty and limitation on MICHIGAN’s liabilitydoubt, *** as provided by Article 9 below; and (c) contain provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE set forth in this Agreement. For clarity, in the following Paragraphs: 4.4 (duty to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty to avoid improper representations or responsibilities); 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN and HHMI); 10.3 (duty to maintain insurance); 14.5 (duty to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 (duty to restrict the use event of MICHIGAN and HHMI’s name); 14.8 (duty to control exports)any ***.

Sublicensing. 6.1 LICENSEE Mist shall notify MICHIGAN have the right to grant sublicenses under the grant in writing Section 2.1 to Affiliates and/or Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.2.1 Mist must obtain NovaDel’s prior written consent in respect of every each such sublicense to a Third Party which consent shall not be unreasonably withheld, delayed or conditioned. 2.2.2 Except to the extent the Parties otherwise agree pursuant to the terms of a particular sublicense granted under this Section 2.2 any sublicense agreement and each material amendment thereto within thirty (30) days after their execution, and indicate the name of the SUBLICENSEE, the territory covered by the sublicense, the scope of the sublicense, and the nature, timing and amounts of all fees and royalties to must be paid thereunder. LICENSEE will provide to MICHIGAN a redacted copy of the sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEE. 6.2 To the extent LICENSEE receives from SUBLICENSEES any consideration other than cash for such sublicense agreements, fair market cash value (at the time of the transaction) for such consideration will be agreed upon by the parties. 6.3 Each sublicense granted by LICENSEE under this Agreement shall provide for its termination upon termination of this Agreement. Each sublicense shall terminate upon termination of this Agreement unless LICENSEE has previously assigned its rights under the sublicense to MICHIGAN, provided that, notwithstanding the foregoing, for a period of [***] days after termination of this Agreement, MICHIGAN agrees to negotiate in good faith with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms contained in this Agreement with respect to the rights granted by LICENSEE to such SUBLICENSEE. 6.4 LICENSEE shall require that all sublicenses: (a) be fully consistent with the terms and conditions of this Agreement;, and provide that the sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Section 8.1.1. 2.2.3 Within five (b5) contain Business Days after execution or receipt thereof, as applicable, Mist shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports relating to the SUBLICENSEE’S acknowledgment Product (including relating to royalties and other payments) received by Mist from such sublicensees. 2.2.4 Termination of this Agreement by NovaDel with respect to Mist shall not terminate any sublicense granted by Mist pursuant to this Section 2.2 with respect to a sublicensee, provided that (i) such sublicensee is not in breach of any material provision of this Agreement or the applicable sublicense agreement, (ii) such sublicensee shall perform all obligations of Mist under this Agreement, (iii) NovaDel shall have all rights with respect to any and all sublicensees as it had hereunder with respect to Mist prior to termination of this Agreement with respect to Mist, and (iv) Mist shall include in any sublicense a provision in which said sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate such sublicense agreement for a material breach of such sublicense agreement by such sublicensee. The failure of Mist to include in a sublicense the provisions referenced in clause (iv) shall render the affected sublicense void. 2.2.5 During the Term, Mist shall remain responsible for complying with all terms and conditions of this Agreement regardless of whether a sublicensee performs any part of this Agreement, including royalty payments for Net Sales by Mist or its sublicensees and shall be responsible for breaches or non-compliance by any such sublicensee. In addition, Mist shall ensure that each of its sublicensees accepts and complies with all of the disclaimer terms and conditions of warranty and limitation on MICHIGAN’s liability, this Agreement as provided by Article 9 below; andif such sublicensees were a party to this Agreement. (c) contain provisions under which 2.2.6 Nothing herein shall preclude or otherwise prevent Mist or its Affiliates or sublicensees from utilizing the SUBLICENSEE accepts duties at least equivalent services of a contract sales organization or co-promotion partner to those accepted by Commercialize the LICENSEE Product in the following Paragraphs: 4.4 (duty Territory. 2.2.7 Notwithstanding anything herein to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty the contrary, Mist can utilize the services of its Affiliates to avoid improper representations or responsibilities); 10.1 Commercialize the Product in the Territory and 10.2 (duty grant to defend, hold harmless, such Affiliates such licenses and indemnify MICHIGAN rights as necessary to Commercialize the Product in the Territory and HHMI); 10.3 (duty to maintain insurance); 14.5 (duty to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 (duty to restrict exercise such other rights herein without the use consent of MICHIGAN and HHMI’s name); 14.8 (duty to control exports)NovaDel.

Sublicensing. 6.1 LICENSEE shall notify MICHIGAN in writing of every sublicense agreement and each material amendment thereto within thirty (30) days after their execution, and indicate the name of the SUBLICENSEE, the territory covered by of the sublicense, the scope of the sublicense, and the nature, timing and amounts of all fees and royalties to be paid thereunder. Upon request, LICENSEE will shall provide MICHIGAN with a copy of sublicense agreements (provided that confidential information in any such sublicense agreement that is not required to be provided to MICHIGAN a redacted copy of the sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEEhereunder may be redacted). 6.2 To the extent LICENSEE receives from SUBLICENSEES any consideration other than cash for such sublicense agreements, fair market cash value (at the time of the transaction) for such consideration will be agreed upon by the parties. 6.3 Each sublicense granted by LICENSEE under this Agreement shall provide for its termination upon termination of this Agreement. Each Agreement provided, however, that a sublicense shall terminate upon termination granted to any SUBLICENSEE may permit such SUBLICENSEE, by written notice to MICHIGAN within sixty (60) days of the SUBLICENSEE’s receipt of written notice of such termination, to elect to continue the sublicense of rights under this Agreement unless LICENSEE has previously assigned its rights under granted to such SUBLICENSEE on the condition that the sublicense conforms to MICHIGAN, provided that, notwithstanding the foregoing, for a period requirements of [***] days after termination of this Agreement, MICHIGAN Paragraph 6.3 and the SUBLICENSEE agrees to negotiate in good faith with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE writing at the time of election to be subject to the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms obligations contained in this Agreement with respect to the rights granted be performed or becoming due and payable by LICENSEE from and after the time of election as if SUBLICENSEE were LICENSEE hereunder, subject to any limitations on the grant of rights (such as field limitations) to such SUBLICENSEESUBLICENSEE contained in the sublicense agreement to which such SUBLICENSEE is a party. 6.4 6.3 LICENSEE shall require that all sublicensessublicenses of PATENT RIGHTS: (a1) be consistent with the terms and conditions of this Agreement; (b2) contain the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on MICHIGAN’s liability, as provided by Article 9 below; and (c3) contain provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Paragraphs: 2.5 (HHMI’s research use license); 4.4 (duty to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty to avoid improper representations or responsibilities); 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN and HHMI); 10.3 (duty to maintain insurance); 14.5 (duty to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 (duty to restrict the use of MICHIGAN and HHMIMICHIGAN’s name); 14.8 (duty to control exports); 14.12 (HHMI’s third party beneficiary status).

Sublicensing. 6.1 LICENSEE shall notify MICHIGAN (a) Except as set out in writing of every sublicense agreement and each material amendment thereto within thirty (30) days after their execution, and indicate the name item 5 of the SUBLICENSEEDetails Schedule or under clause 3.3(b):‌ (i) the Licensee may only grant sublicences of the Licence to the Licensed IPR where the proposed sublicensee is approved by the Licensor in writing; and (ii) the Licensor will not unreasonably withhold approval, but may withhold approval (or revoke approval) on reasonable grounds, including based on the risk, financial status or reputation of the sublicensee. (b) Except where sublicence rights are expressly limited in item 5 of the Details Schedule and subject to the further requirements under this clause 3.3, the territory covered by Licensee may sublicence the sublicense, the scope Licensed IPR without further approval of the sublicenseLicensor:‌ (i) as agreed in the Commercialisation Business Plan; or (ii) to users of Products, and but only to the nature, timing and amounts of all fees and royalties extent required to be paid thereunder. LICENSEE will provide to MICHIGAN a redacted copy enable use of the sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEEProduct. 6.2 To the extent LICENSEE receives from SUBLICENSEES any consideration other than cash for such sublicense agreements, fair market cash value (at the time c) The Licensee must ensure that all sublicences of the transaction) for such consideration will be agreed upon by the parties. 6.3 Each sublicense granted by LICENSEE Licensed IPR are consistent with its obligations under this Agreement shall provide for its termination upon termination of this Agreement. Each sublicense shall terminate upon termination of this Agreement Without limitation, unless LICENSEE has previously assigned its rights under otherwise approved by the sublicense Licensor in writing, the sublicence agreement must include provisions to MICHIGANthe effect that:‌ (i) the sublicensee must observe terms similar to, provided that, notwithstanding the foregoing, for a period of [***] days after termination of this Agreement, MICHIGAN agrees to negotiate in good faith consistent with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms least as onerous as those contained in this Agreement with respect so far as they are capable of observance and performance by the sublicensee; (ii) the sublicence will be personal to the rights granted by LICENSEE sublicensee and will not be assignable, nor will the sublicensee have the right to such SUBLICENSEE. 6.4 LICENSEE shall require that all sublicenses:sublicense; (aiii) the Licensee may terminate the sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be consistent with done by the terms and conditions of Licensee, give the Licensor the right to terminate this Agreement; (biv) contain such sublicence is capable of being terminated at the SUBLICENSEE’S acknowledgment Licensor's sole discretion at the same time as the termination of (or exercise by the disclaimer Licensor of warranty and limitation on MICHIGAN’s liability, as provided by Article 9 belowits rights under clause 15.4 in respect of) this Agreement or any licences granted under it; and (cv) contain provisions under which the SUBLICENSEE accepts duties at least Licensor has audit rights in respect of the sublicensee equivalent to those accepted by the LICENSEE in Licensor’s rights to audit the following ParagraphsLicensee under clause 6 of this Agreement. (d) In addition to the Licensor's other obligations under this Agreement, the Licensee must notify the Licensor promptly of any sublicence entered into and provide the Licensor with a copy of the sublicence terms (excluding for this purpose financial payment terms and any personal information). In respect of any sublicences to users of Products, the Licensee is only required to notify the Licensor of its intention to use a particular form of sublicence. (e) The acts or omissions of any sublicensee are considered for the purposes of this Agreement to be the acts or omissions of the Licensee. Guidance Note for clause 3.4: 4.4 This template does not provide for technology transfer services (duty eg instruction and training, maintenance services, show- how, help desk or personnel support etc). This clause does allow for the parties to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty agree to avoid improper representations 'Materials' that the Licensor will provide to the Licensee to assist with exercising the Licensee's rights. For example, this may include prototypes, samples or responsibilities); 10.1 and 10.2 (duty documentation. If the Licensee requires additional services, the simplest approach is to defend, hold harmless, and indemnify MICHIGAN and HHMI); 10.3 (duty to maintain insurance); 14.5 (duty to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 (duty to restrict the use of MICHIGAN and HHMI’s name); 14.8 (duty to control exports)a separate agreement.

Sublicensing. 6.1 LICENSEE shall notify MICHIGAN DUKE in writing of every sublicense agreement and each material amendment thereto within thirty (30) [***] days after their execution, and indicate the name of the SUBLICENSEE, the territory covered by of the sublicense, the scope of the sublicense, and the nature, timing and amounts of all fees and royalties to be paid thereunder, and whether or not the SUBLICENSEE has greater or fewer than 500 employees. Upon request, LICENSEE will shall provide to MICHIGAN DUKE with a redacted copy of sublicense agreements, which LICENSEE may redact in its reasonable discretion to protect the sublicense agreement (confidentiality of any SUBLICENSEE’s proprietary or material amendment, as applicable) in a form permitted by the SUBLICENSEEconfidential information. 6.2 To the extent LICENSEE receives shall not receive from SUBLICENSEES any consideration anything of value other than cash payments in consideration for such any sublicense agreementsunder this Agreement, fair market cash value (at without the time express prior written permission of the transaction) for such consideration will be agreed upon by the partiesDUKE. 6.3 Each sublicense granted by LICENSEE under this Agreement shall provide for its termination upon termination of this Agreement. Each sublicense shall terminate upon termination of this Agreement unless LICENSEE has previously assigned its rights under the sublicense to MICHIGAN, provided that, notwithstanding the foregoing, for a period of [***] days after termination of this Agreement, MICHIGAN agrees to negotiate in good faith with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms contained in this Agreement with respect to the rights granted by LICENSEE to such SUBLICENSEE. 6.4 LICENSEE shall require that all sublicenses: : (a) be consistent with the terms and conditions of this Agreement; , including compliance with GLOBAL ACCESS requirements; (b) contain the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on MICHIGANDUKE’s liability, as provided by Article 9 below; and and (c) contain provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Paragraphs: 4.4 (duty to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty to avoid improper representations or responsibilities); , 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN and HHMIDUKE); , 10.3 (duty to maintain insurance); 14.5 , 2.4 (duty to properly ▇m▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 , and 15.5 (duty to restrict the use of MICHIGAN and HHMIDUKE’s name). 6.4 Upon termination of this Agreement, any sublicenses granted by LICENSEE under the PATENT RIGHTS shall, to the extent provided in such sublicense, remain in effect and be deemed to have been assigned by LICENSEE to DUKE prior to such termination provided that: (a) the sublicensing agreement requires the SUBLICENSEE to thereafter pay DUKE any consideration that would have been due to LICENSEE with respect to the rights granted under this Agreement; 14.8 and (duty b) LICENSEE remains responsible for all other obligations thereunder to control exports)the extent applicable to LICENSEE and in excess of DUKE’s obligations under this Agreement. If any terms of such sublicense agreements fail to comply with the requirements of Article 6 herein relating to sublicensing, or are otherwise inconsistent with this Agreement, and DUKE provides notice thereof to SUBLICENSEE, such inconsistent terms will be renegotiated in good faith between DUKE and the SUBLICENSEE; provided, such sublicense will remain in effect pending resolution and mutual agreement upon such negotiated terms. If after [***] days of such notice from DUKE, SUBLICENSEE and DUKE fail to reach agreement over any such renegotiated terms, DUKE may immeadiately terminate said sublicense agreement. Any sublicense executed by LICENSEE must contain language to implement this Paragraph 6.4 in order for any SUBLICENSEE to enjoy the benefits of this Paragraph 6.4.

Sublicensing. 6.1 LICENSEE shall notify MICHIGAN in writing of every agreement that includes a sublicense agreement of the PATENT RIGHTS and each material amendment thereto within thirty (30) days after their execution, and indicate the name of the SUBLICENSEESUBLICENSEE and if SUBLICENSEE is a small or large entity as defined under United States Patent Law, the territory covered by of the sublicense, the scope of the sublicense, and the nature, timing and amounts of all fees and royalties to be paid thereunderthereunder with respect to LICENSED PRODUCTS and LICENSED PROCESSES. Upon request, LICENSEE will shall provide to MICHIGAN with a redacted copy of the sublicense agreement agreements (which copy may be redacted as to highly confidential information or material amendment, as applicable) in a form permitted by the SUBLICENSEEinformation not relating to LICENSED PRODUCTS or amounts owed hereunder). 6.2 To the extent LICENSEE receives shall not receive from SUBLICENSEES any consideration anything of value other than cash payments in consideration for any sublicense under this Agreement, without the express prior written permission of MICHIGAN, such sublicense agreements, fair market cash value (at the time of the transaction) for such consideration will consent not to be agreed upon by the partiesunreasonably withheld. 6.3 Each sublicense of PATENT’ RIGHTS granted by LICENSEE under this Agreement shall provide for its termination upon termination of this Agreement. Each sublicense shall terminate the rights to such sublicensed PATENT RIGHTS upon termination of this Agreement unless LICENSEE has previously assigned its rights under the sublicense of PATENT RIGHTS to MICHIGAN, provided thatand MICHIGAN has agreed at its sole discretion in writing to such assignment. For avoidance of doubt, notwithstanding in the foregoingcase of PATENT RIGHTS that are co-owned by MICHIGAN and LICENSEE, for a period the provisions of [***] days after this Paragraph 6.3 regarding termination of this Agreement, MICHIGAN agrees sublicensed rights shall apply only to negotiate MICHIGAN’s (not LICENSEE’s) interests in good faith with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms contained in this Agreement with respect to the rights granted by LICENSEE to such SUBLICENSEERIGHTS. 6.4 LICENSEE shall require that all sublicenses: (a1) be consistent with the terms and conditions of this Agreement; (b2) contain the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on MICHIGAN’s liability, as provided by Article 9 below; and (c3) contain provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Paragraphs: 4.4 (duty to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty to avoid improper representations or responsibilities); 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN and HHMIMICHIGAN); 10.3 (duty to maintain insurance); 14.5 (duty to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 (duty to restrict the use of MICHIGAN and HHMI’s nameMICHIGAN); 14.8 (duty to control exports).. [***] = CONFIDENTIAL TREATMENT REQUESTED

Sublicensing. 6.1 LICENSEE shall notify MICHIGAN in writing of every sublicense agreement and each material amendment thereto within thirty (30) days after their execution, and indicate the name of the SUBLICENSEE, the territory covered by of the sublicense, the scope of the sublicense, and the nature, timing and amounts of all fees and royalties to be paid thereunder, and whether or not the SUBLICENSEE has greater or fewer than 500 employees. Upon request, LICENSEE will shall provide to MICHIGAN with a redacted copy of the sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEEagreements. 6.2 To the extent LICENSEE receives shall not receive from SUBLICENSEES any consideration anything of value other than cash payments in consideration for such any sublicense agreementsunder this Agreement, fair market cash value (at without the time express prior written permission of the transaction) for such consideration will be agreed upon by the partiesMICHIGAN. 6.3 Each sublicense granted by LICENSEE under this Agreement shall provide for its termination upon termination of this Agreement. Each sublicense shall terminate upon termination of this Agreement unless LICENSEE has previously assigned its rights under the sublicense to MICHIGAN, provided that, notwithstanding the foregoing, for a period of [***] days after termination of this Agreement, MICHIGAN agrees to negotiate and MICHIGAN has agreed at its sole discretion in good faith with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms contained in this Agreement with respect to the rights granted by LICENSEE writing to such SUBLICENSEEassignment. 6.4 LICENSEE shall require that all sublicenses: : (a) be consistent with the terms and conditions of this Agreement; ; (b) contain the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on MICHIGAN’s liability, as provided by Article 9 below; and and (c) contain provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Paragraphs: 4.4 (duty to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty to avoid improper representations or responsibilities); , 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN and HHMIMICHIGAN); , 10.3 (duty to maintain insurance); 14.5 , 13.4 (duty to properly ▇▇▇▇ mark LICENSED PRODUCTS with patent notices); 14.7 , and 13.6 (duty to restrict the use of MICHIGAN and HHMIMICHIGAN’s name); 14.8 (duty to control exports).

Sublicensing. 6.1 LICENSEE shall notify MICHIGAN (a) Except as set out in writing of every sublicense agreement and each material amendment thereto within thirty (30) days after their execution, and indicate the name item 5 of the SUBLICENSEEDetails Schedule or under clause 3.3(b):‌ (i) the Licensee may only grant sublicences of the Licence to the Licensed IPR where the proposed sublicensee is approved by the Licensor in writing; and (ii) the Licensor will not unreasonably withhold approval, but may withhold approval (or revoke approval) on reasonable grounds, including based on the risk, financial status or reputation of the sublicensee. (b) Except where sublicence rights are expressly limited in item 5 of the Details Schedule and subject to the further requirements under this clause 3.3, the territory covered by Licensee may sublicence the sublicense, the scope Licensed IPR without further approval of the sublicenseLicensor:‌ (i) as agreed in the Commercialisation Business Plan; or (ii) to users of Products, and but only to the nature, timing and amounts of all fees and royalties extent required to be paid thereunder. LICENSEE will provide to MICHIGAN a redacted copy enable use of the sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEEProduct. 6.2 To the extent LICENSEE receives from SUBLICENSEES any consideration other than cash for such sublicense agreements, fair market cash value (at the time c) The Licensee must ensure that all sublicences of the transaction) for such consideration will be agreed upon by the parties. 6.3 Each sublicense granted by LICENSEE Licensed IPR are consistent with its obligations under this Agreement shall provide for its termination upon termination of this Agreement. Each sublicense shall terminate upon termination of this Agreement Without limitation, unless LICENSEE has previously assigned its rights under otherwise approved by the sublicense Licensor in writing, the sublicence agreement must include provisions to MICHIGANthe effect that:‌ (i) the sublicensee must observe terms similar to, provided that, notwithstanding the foregoing, for a period of [***] days after termination of this Agreement, MICHIGAN agrees to negotiate in good faith consistent with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms least as onerous as those contained in this Agreement with respect so far as they are capable of observance and performance by the sublicensee; (ii) the sublicence will be personal to the rights granted by LICENSEE sublicensee and will not be assignable, nor will the sublicensee have the right to such SUBLICENSEE. 6.4 LICENSEE shall require that all sublicenses:sublicense; (aiii) the Licensee may terminate the sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be consistent with done by the terms and conditions of Licensee, give the Licensor the right to terminate this Agreement; (biv) contain such sublicence is capable of being terminated, or novated to the SUBLICENSEE’S acknowledgment Licensor, at the Licensor's sole discretion at the same time as the termination of (or exercise by the disclaimer Licensor of warranty and limitation on MICHIGAN’s liability, as provided by Article 9 belowits rights under clause 15.5 in respect of) this Agreement or any licences granted under it; and (cv) contain provisions under which the SUBLICENSEE accepts duties at least Licensor has audit rights in respect of the sublicensee equivalent to those accepted by the LICENSEE in Licensor’s rights to audit the following ParagraphsLicensee under clause 6 of this Agreement. (d) In addition to the Licensor's other obligations under this Agreement, the Licensee must notify the Licensor promptly of any sublicence entered into and provide the Licensor with a copy of the sublicence terms (excluding for this purpose financial payment terms and any personal information). In respect of any sublicences to users of Products, the Licensee is only required to notify the Licensor of its intention to use a particular form of sublicence. (e) The acts or omissions of any sublicensee are considered for the purposes of this Agreement to be the acts or omissions of the Licensee. Guidance Note for clause 3.4: 4.4 This template does not provide for technology transfer services (duty eg instruction and training, maintenance services, show- how, help desk or personnel support etc). This clause does allow for the parties to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty agree to avoid improper representations 'Materials' and support that the Licensor will provide to the Licensee to assist with exercising the Licensee's rights. For example, this may include prototypes, samples or responsibilities); 10.1 and 10.2 (duty documentation. If the Licensee requires substantial additional services, the simplest approach is to defend, hold harmless, and indemnify MICHIGAN and HHMI); 10.3 (duty to maintain insurance); 14.5 (duty to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 (duty to restrict the use of MICHIGAN and HHMI’s name); 14.8 (duty to control exports)a separate agreement.

Sublicensing. 6.1 LICENSEE shall notify MICHIGAN ‌ (a) Except as set out in writing of every sublicense agreement and each material amendment thereto within thirty (30) days after their execution, and indicate the name item 5 of the SUBLICENSEEDetails Schedule or under clause 3.3(b): (i) the Licensee may only grant sublicences of the Licence to the Licensed IPR where the proposed sublicensee is approved by the Licensor in writing; and (ii) the Licensor will not unreasonably withhold approval, but may withhold approval (or revoke approval) on reasonable grounds, including based on the risk, financial status or reputation of the sublicensee. (b) Except where sublicence rights are expressly limited in item 5 of the Details Schedule and subject to the further requirements under this clause 3.3, the territory covered by Licensee may sublicence the sublicense, the scope Licensed IPR without further approval of the sublicenseLicensor:‌ (i) as agreed in the Commercialisation Business Plan; or (ii) to users of Products, and but only to the nature, timing and amounts of all fees and royalties extent required to be paid thereunder. LICENSEE will provide to MICHIGAN a redacted copy enable use of the sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEEProduct. 6.2 To the extent LICENSEE receives from SUBLICENSEES any consideration other than cash for such sublicense agreements, fair market cash value (at the time c) The Licensee must ensure that all sublicences of the transaction) for such consideration will be agreed upon by the parties. 6.3 Each sublicense granted by LICENSEE Licensed IPR are consistent with its obligations under this Agreement shall provide for its termination upon termination of this Agreement. Each sublicense shall terminate upon termination of this Agreement Without limitation, unless LICENSEE has previously assigned its rights under otherwise approved by the sublicense Licensor in writing, the sublicence agreement must include provisions to MICHIGANthe effect that: (i) the sublicensee must observe terms similar to, provided that, notwithstanding the foregoing, for a period of [***] days after termination of this Agreement, MICHIGAN agrees to negotiate in good faith consistent with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms least as onerous as those contained in this Agreement with respect so far as they are capable of observance and performance by the sublicensee; (ii) the sublicence will be personal to the rights granted by LICENSEE sublicensee and will not be assignable, nor will the sublicensee have the right to such SUBLICENSEE. 6.4 LICENSEE shall require that all sublicenses:sublicense; (aiii) the Licensee may terminate the sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be consistent with done by the terms and conditions of Licensee, give the Licensor the right to terminate this Agreement; (biv) contain such sublicence is capable of being terminated at the SUBLICENSEE’S acknowledgment Licensor's sole discretion at the same time as the termination of (or exercise by the disclaimer Licensor of warranty and limitation on MICHIGAN’s liability, as provided by Article 9 belowits rights under clause 15.4 in respect of) this Agreement or any licences granted under it; and (cv) contain provisions under which the SUBLICENSEE accepts duties at least Licensor has audit rights in respect of the sublicensee equivalent to those accepted by the LICENSEE in Licensor’s rights to audit the following Paragraphs: 4.4 Licensee under clause 6 of this Agreement. (duty d) In addition to keep recordsthe Licensor's other obligations under this Agreement, the Licensee must notify the Licensor promptly of any sublicence entered into and provide the Licensor with a copy of the sublicence terms (excluding for this purpose financial payment terms and any personal information); 4.5 . In respect of any sublicences to users of Products, the Licensee is only required to notify the Licensor of its intention to use a particular form of sublicence. (duty regarding Patent Office fees); 9.4 (duty e) The acts or omissions of any sublicensee are considered for the purposes of this Agreement to avoid improper representations be the acts or responsibilities); 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN and HHMI); 10.3 (duty to maintain insurance); 14.5 (duty to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 (duty to restrict omissions of the use of MICHIGAN and HHMI’s name); 14.8 (duty to control exports)Licensee.

Sublicensing. 6.1 LICENSEE ECR shall notify MICHIGAN have the right to grant sublicenses under the grant in writing Section 2.1 to Affiliates and/or Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.2.1 ECR must obtain NovaDel’s prior written consent in respect of every each such sublicense to an Affiliate or Third Party, which consent shall not be unreasonably withheld, delayed or conditioned. If NovaDel does not respond to ECR’s request to consent to a sublicense within ten (10) Business Days after receiving a written request, consent to such request shall be deemed to have been given. 2.2.2 Except to the extent the Parties otherwise agree pursuant to the terms of a particular sublicense granted under this Section 2.2, except for financial terms, any sublicense agreement and each material amendment thereto within thirty (30) days after their execution, and indicate the name of the SUBLICENSEE, the territory covered by the sublicense, the scope of the sublicense, and the nature, timing and amounts of all fees and royalties to must be paid thereunder. LICENSEE will provide to MICHIGAN a redacted copy of the sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEE. 6.2 To the extent LICENSEE receives from SUBLICENSEES any consideration other than cash for such sublicense agreements, fair market cash value (at the time of the transaction) for such consideration will be agreed upon by the parties. 6.3 Each sublicense granted by LICENSEE under this Agreement shall provide for its termination upon termination of this Agreement. Each sublicense shall terminate upon termination of this Agreement unless LICENSEE has previously assigned its rights under the sublicense to MICHIGAN, provided that, notwithstanding the foregoing, for a period of [***] days after termination of this Agreement, MICHIGAN agrees to negotiate in good faith with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms contained in this Agreement with respect to the rights granted by LICENSEE to such SUBLICENSEE. 6.4 LICENSEE shall require that all sublicenses: (a) be fully consistent with the terms and conditions of this Agreement;, and provide that the sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Section 8.1.1. 2.2.3 Within five (b5) contain Business Days after execution or receipt thereof, as applicable, ECR shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports relating to the SUBLICENSEE’S acknowledgment Product (including relating to royalties and other payments) received by ECR from such sublicensees. 2.2.4 Termination of this Agreement by NovaDel with respect to ECR shall not terminate any sublicense granted by ECR pursuant to this Section 2.2 with respect to a sublicensee, provided that (i) such sublicensee is not in breach of any material provision of this Agreement or the applicable sublicense agreement, (ii) such sublicensee shall perform all obligations of ECR under this Agreement, (iii) NovaDel shall have all rights with respect to any and all sublicensees as it had hereunder with respect to ECR prior to termination of this Agreement with respect to ECR, and (iv) ECR shall include in any sublicense a provision in which said sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate such sublicense agreement for a material breach of such sublicense agreement by such sublicensee. The failure of ECR to include in a sublicense the provisions referenced in clause (iv) shall render the affected sublicense void. 2.2.5 ECR shall remain responsible for complying with all terms and conditions of this Agreement regardless of whether a sublicensee performs any part of this Agreement, including royalty payments for Net Sales by ECR’s permitted sublicensees. In addition, ECR shall ensure that each of its sublicensees accepts, and shall use Commercially Reasonable Efforts to ensure that each of its sublicensees complies with, all of the disclaimer terms and conditions of warranty and limitation on MICHIGAN’s liability, this Agreement as provided by Article 9 below; and (c) contain provisions under which the SUBLICENSEE accepts duties at least equivalent if such sublicensees were a party to those accepted by the LICENSEE in the following Paragraphs: 4.4 (duty to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty to avoid improper representations or responsibilities); 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN and HHMI); 10.3 (duty to maintain insurance); 14.5 (duty to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 (duty to restrict the use of MICHIGAN and HHMI’s name); 14.8 (duty to control exports)this Agreement.

Sublicensing. 7.1 The exclusive license granted to Ilex in Article 6.1 LICENSEE shall notify MICHIGAN include the right by Ilex to sublicense the marketing and sale of Clofarabine or any Product directly to any Ilex sublicensee ("Sublicensee") in writing the Field for the USA and Canada, provided such sublicense is in accordance with this Article 7 and is consistent with the rights of every sublicense agreement and each material amendment thereto within thirty (30) days after their execution, and indicate Bioenvision as licensor under the name of the SUBLICENSEE, the territory covered by the sublicense, the scope of the sublicense, and the nature, timing and amounts of all fees and royalties license to be paid thereunder. LICENSEE will provide granted to MICHIGAN a redacted copy of the sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEEIlex pursuant to Article 6.1. 6.2 To the extent LICENSEE receives from SUBLICENSEES any consideration other than cash for such 7.2 Ilex will keep Bioenvision routinely updated on progress of discussions and negotiations with potential sublicensees. The parties agree that sublicense agreements, fair market cash value (at the time of the transaction) for such consideration will be agreed upon by the parties. 6.3 Each sublicense granted by LICENSEE under this Agreement agreements shall provide for its termination upon termination of this Agreement. Each sublicense shall terminate upon termination of this Agreement unless LICENSEE has previously assigned its rights under the sublicense conform in all material respects to MICHIGAN, provided that, notwithstanding the foregoing, for a period of [***] days after termination of this Agreement, MICHIGAN agrees to negotiate in good faith with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms contained in this Agreement with respect to the rights granted by LICENSEE to such SUBLICENSEE. 6.4 LICENSEE shall require that all sublicenses: (a) be consistent with the terms and conditions of this Agreement and that such sublicense agreements shall not contravene or in any way negate the original license Agreement between Bioenvision and SRI. In no event shall Ilex grant to its sublicensees any rights of Bioenvision not conveyed by this Agreement;. Any such purported sublicense not in strict conformance with this Agreement shall be null and void. (b) contain 7.3 If this Agreement is terminated for any reason, any sublicense granted by Ilex hereunder shall automatically transfer to Bioenvision. Ilex shall execute such documents as may be requested by Bioenvision to effect the SUBLICENSEE’S acknowledgment transfer to Bioenvision of such sublicense and all of the disclaimer rights of warranty and limitation on MICHIGAN’s liabilityIlex thereunder including, as provided but not limited to, the right to receive any payments due under such sublicense. 7.4 If all or part of any rights granted to Ilex by Article 9 below; and (c) contain provisions under which this Agreement are acquired, directly or indirectly, by a third party from Ilex whether by sublicense or otherwise, all current or future payments derived by Ilex from the SUBLICENSEE accepts duties at least equivalent transfer, whether in cash, shares, property or any other form of payment, including but not limited to those accepted by the LICENSEE in the following Paragraphs: 4.4 (duty to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty to avoid improper representations or responsibilities); 10.1 and 10.2 (duty to defend, hold harmlessup-front payments, and indemnify MICHIGAN milestone payments will be divided according to the terms of Article 4.6 and HHMI); 10.3 (duty the other applicable terms and conditions of this Agreement shall apply to maintain insurance); 14.5 (duty such payments and to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 (duty the other terms and conditions of such arrangement. For purposes of royalty payment only, sales of Ilex Sublicensees shall be considered to restrict the use of MICHIGAN and HHMI’s name); 14.8 (duty to control exports)be sales by Ilex.

Sublicensing. 6.1 LICENSEE shall notify MICHIGAN in writing of every sublicense agreement and each material amendment thereto with any SUBLICENSEE (other than an AFFILIATE) within thirty (30) [***] days after their execution, and indicate the name of the SUBLICENSEE, the territory covered by of the sublicense, the scope of the sublicense, and the nature, timing and amounts of all fees and royalties to be paid thereunder, and whether or not such SUBLICENSEE has greater or fewer than 500 employees. Upon request, LICENSEE shall provide MICHIGAN with a copy of sublicense agreements with any SUBLICENSEE (other than an AFFILIATE). LICENSEE will provide may permit SUBLICENSEES to MICHIGAN a redacted copy further sublicense any of the rights granted to LICENSEE hereunder provided that all of the terms and conditions required by a SUBLICENSEE under this Agreement are included in such sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEEagreements. 6.2 To the extent If LICENSEE receives from SUBLICENSEES any consideration that would be included in SUBLICENSE REVENUE in a form other than cash for such sublicense agreementspayments, LICENSEE shall include in SUBLICENSE REVENUE the fair market cash value (at the time of the transaction) for such consideration will be agreed upon by the partiesconsideration. 6.3 Each sublicense MICHIGAN agrees that in the event that MICHIGAN terminates this Agreement under Paragraph 5.3, 11.1, 11.2 or 11.3, and subject to the conditions set forth below, MICHIGAN shall assume the rights and obligations of LICENSEE under SUBLICENSES granted by LICENSEE under this Agreement after the EFFECTIVE DATE that are compliant with Article 6 hereof. The following shall provide for its termination upon termination be conditions precedent to any obligation of this Agreement. Each sublicense MICHIGAN to assume such rights and obligations: (a) SUBLICENSEE shall terminate upon termination of this Agreement unless LICENSEE has previously assigned its rights under the sublicense have provided a written request to MICHIGAN, provided that, notwithstanding the foregoing, for a period of MICHIGAN within [***] ([***]) business days after MICHIGAN or LICENSEE (whichever is earlier) has provided SUBLICENSEE with written notice of termination of this Agreement, MICHIGAN agrees to negotiate in good faith with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and ; (b) is SUBLICENSEE shall not be, or have been at any time during the term of this Agreement, an AFFILIATE of LICENSEE; (c) SUBLICENSEE shall not be in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement; (d) LICENSEE shall have provided MICHIGAN with a copy of such SUBLICENSE agreement between LICENSEE and SUBLICENSEE within [***] days after execution of such SUBLICENSE; and (e) SUBLICENSEE shall pay MICHIGAN any financial obligations owed by LICENSEE to MICHIGAN under subparagraphs 3.1(d) and 7.3 (for those countries in which the SUBLICENSEE has a sublicense both owed to MICHIGAN upon said termination of this Agreement (subject to equal proration among such SUBLICENSEES, if any, of the PATENT RIGHTS) and during the term of such assumed SUBLICENSE. MICHIGAN shall have only have an obligation to provide assume such rights and obligations of LICENSEE if, within [***] ([***]) days after said written request of SUBLICENSEE, MICHIGAN and SUBLICENSEE reduce their agreement in writing as an agreement between MICHIGAN and SUBLICENSEE, and such agreement includes the following terms and any others agreed to by MICHIGAN and SUBLICENSEE: (a) MICHIGAN, aside only from the provision of a license under the PATENT RIGHTS on similar RIGHTS, shall not be responsible for the performance or payment of any obligations of LICENSEE arising from any such SUBLICENSE, (b) payment of financial terms contained in this Agreement with respect to the rights granted obligation owed by LICENSEE to MICHIGAN under subparagraph 3.1(d) during the term of such assumed SUBLICENSE, (c) reimbursement of ongoing patent expenses under subparagraph 7.3 by SUBLICENSEE during the term of such assumed sublicense for those countries in which the SUBLICENSEE has a sublicense and (d) the scope of the field of use of such direct license shall not be broader than the rights sublicensed by LICENSEE to SUBLICENSEE. 6.4 Any sublicense for which MICHIGAN does not assume the rights and obligations of LICENSEE as set forth in Paragraph 6.3 shall terminate upon termination of this Agreement. 6.5 LICENSEE shall require that all sublicenses: sublicenses of rights granted under this Agreement: (a) be consistent with the terms and conditions of this Agreement; ; (b) contain the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on MICHIGAN’s , [***], FOUNDATION and LLS's liability, as provided by Article 9 below; and and (c) contain provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Paragraphs: 4.4 (duty to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty to avoid improper representations or responsibilities); , 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN MICHIGAN, [***], FOUNDATION and HHMILLS); , 10.3 (duty to maintain insurance); 14.5 , 13.4 (duty to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 , and 13.6 (duty to restrict the use of MICHIGAN MICHIGAN, [***], FOUNDATION and HHMI’s LLS's name); 14.8 (duty to control exports).

Sublicensing. 6.1 LICENSEE shall notify MICHIGAN may sublicense any or all of the rights licensed hereunder, provided that LICENSEE notifies UNIVERSITY in writing and provides UNIVERSITY with a copy of every those parts of each sublicense agreement and each material amendment thereto applicable to LICENSEE’S and sublicensee’s obligations hereunder (and redacted as necessary to protect the confidentiality of information included therein unrelated to the performance of such obligations) within thirty (30) days after their execution. Notwithstanding the foregoing, and indicate the name right to sublicense granted herein shall not include the right to sublicense further unless prior written consent has been received by LICENSEE from UNIVERSITY; provided, however, that in the event that LICENSEE sublicenses any or all of the SUBLICENSEErights hereunder to [**], the territory covered by the sublicense, the scope then [**] of the sublicense, and the nature, timing and amounts of all fees and royalties to be paid thereunder. LICENSEE will provide to MICHIGAN a redacted copy of the sublicense agreement (or material amendment, as applicable) in a form permitted by the SUBLICENSEEthis LICENSE AGREEMENT. 6.2 To the extent LICENSEE receives shall not receive from SUBLICENSEES any consideration sublicensees anything of value other than cash payments in consideration for such any rights in the PATENT RIGHTS and or UNIVERSITY TECHNOLOGY granted under a sublicense agreementsagreement under this LICENSE AGREEMENT, fair market cash value (at without the time express prior written permission of the transaction) for such consideration will be agreed upon by the partiesUNIVERSITY. 6.3 Each sublicense granted by LICENSEE under this Agreement shall provide for its termination upon termination of this Agreement. Each sublicense shall terminate upon termination of this Agreement unless LICENSEE has previously assigned its rights under the sublicense to MICHIGAN, provided that, notwithstanding the foregoing, for a period of [***] days after termination of this Agreement, MICHIGAN agrees to negotiate in good faith with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms contained in this Agreement with respect to the rights granted by LICENSEE to such SUBLICENSEE. 6.4 LICENSEE shall require that all sublicenses: sublicense agreements (a1) be consistent with the terms terms, conditions and conditions limitations of this Agreement; LICENSE AGREEMENT, (b2) contain the SUBLICENSEE’S sublicensee’s acknowledgment of the disclaimer of warranty and limitation on MICHIGAN’s UNIVERSITY’S liability, as provided by Article 9 10 below, and (3) contain no provisions less favorable to UNIVERSITY than in this LICENSE AGREEMENT. If any sublicense agreement does not comport with above requirements, then that sublicense agreement shall be in breach hereof. 6.4 Upon execution of each sublicense agreement, LICENSEE agrees to be fully responsible for the performance of it sublicensees hereunder. 6.5 LICENSEE shall cause every sublicense agreement to provide LICENSEE the right to assign its rights under the sublicense to UNIVERSITY in the event that this LICENSE AGREEMENT terminates. All sublicenses granted by LICENSEE hereunder shall survive termination of this LICENSE AGREEMENT and will be assigned to UNIVERSITY in the event that this LICENSE AGREEMENT terminates; andprovided, however, that where such sublicense agreements would require UNIVERSITY, as licensor, to assume duties that are impractical or inconsistent with its research, educational, and public service mission or that are impermissible for an agency of the State of North Carolina, UNIVERSITY shall not be required to assume such duties or obligations, and UNIVERSITY and sublicensee shall negotiate in good faith to amend such sublicense agreement accordingly. 6.6 After the second anniversary of the EFFECTIVE DATE either party shall inform the other within ten (10) days of all requests for a sublicense to develop a LICENSED PRODUCT in a LICENSED FIELD covered by the PATENT RIGHTS (“PROPOSED PRODUCT”) made by a third party (“PROSPECTIVE SUBLICENSEE”). If LICENSEE is not then developing, producing, or using a LICENSED PRODUCT in the same LICENSED FIELD as the PROPOSED PRODUCT, and the development or sublicensing of such a LICENSED PRODUCT is not within LICENSEE’s business plans or activities, LICENSEE shall elect one of the following options within sixty (60) days of receipt of notice from UNIVERSITY that it desires LICENSEE to negotiate with the PROSPECTIVE SUBLICENSEE for the purpose of granting a sublicense under the PATENT RIGHTS to develop and commercialize the PROPOSED PRODUCT: (a) provide UNIVERSITY with written notice in the form of a reasonable business development plan that it has initiated, or intends to initiate within eighteen (18) months of the date said written notice is provided to UNIVERSITY, a development plan for the PROPOSED PRODUCT; or (b) begin good faith negotiations with the PROSPECTIVE SUBLICENSEE; or (c) contain provisions grant back to UNIVERSITY its rights under this LICENSE AGREEMENT to the LICENSED FIELD in which such PROPOSED PRODUCT will infringe the PATENT RIGHTS. 6.6 If LICENSEE elects to negotiate with the PROSPECTIVE SUBLICENSEE for a sublicense to develop and commercialize the PROPOSED PRODUCT as provided for in Section 6.6 (b), LICENSEE shall make a good faith effort to complete negotiations with the PROSPECTIVE SUBLICENSEE within one hundred and eighty (180) days from the date on which it began negotiations. This one hundred and eighty (180) day period may be extended by UNIVERSITY upon documentation provided to UNIVERSITY by LICENSEE that such extension is reasonable in view of the circumstances. For the purposes of this Section, LICENSEE will have made a good faith effort to complete negotiations if it has offered a sublicense to the PROSPECTIVE SUBLICENSEE the terms of which include (i) reasonable financial terms taking into account the field in which the SUBLICENSEE accepts duties at least equivalent sublicense is being offered and LICENSEE’s obligations to those accepted UNIVERSITY pursuant to this LICENSE AGREEMENT; (ii) minimum performance requirements which would not be unreasonably burdensome upon the PROSPECTIVE SUBLICENSEE; and (iii) non-financial terms which are consistent with LICENSEE’s obligations to UNIVERSITY pursuant to this LICENSE AGREEMENT. In the event that LICENSEE shall fail to make a good faith effort as required by the this Section, LICENSEE shall immediately grant back to UNIVERSITY its rights under this LICENSE AGREEMENT solely to such PROPOSED PRODUCT and such failure by LICENSEE shall not constitute a breach for which this LICENSE AGREEMENT may be terminated as provided for in the following Paragraphs: 4.4 (duty to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty to avoid improper representations or responsibilities); 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN and HHMI); 10.3 (duty to maintain insurance); 14.5 (duty to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 (duty to restrict the use of MICHIGAN and HHMI’s name); 14.8 (duty to control exports)Article 7.

Sublicensing. 6.1 LICENSEE 2.3.1 Subject to Sections 2.3.3 and 2.3.4, Bayer, in its sole discretion, shall notify MICHIGAN have the right to sublicense the rights granted under Section 2.1 to any Affiliate of Bayer. 2.3.2 Subject to Sections 2.3.3, 2.3.4 and 2.3.5, (i) Bayer may sublicense (including the right to grant further sublicenses through multiple tiers of Sublicensees) the rights granted to Bayer under Section 2.1 in writing the Co-Promotion Territory only upon the prior written consent of every Loxo, which Loxo may withhold at its sole discretion and (ii) Bayer may sublicense agreement (including the right to grant further sublicenses through multiple tiers of Sublicensees) the rights granted to Bayer under Section 2.1 in the ROW Territory to any Third Party upon the prior written consent of Loxo, such consent not to be unreasonably withheld. Notwithstanding the foregoing, Bayer may sublicense the rights granted under Section 2.1 to service providers and each material amendment thereto manufacturers engaged by Bayer to perform activities within thirty (30) days after their execution, and indicate the name of the SUBLICENSEE, the territory covered by the sublicense, the scope of such rights in accordance with the sublicense, and the nature, timing and amounts of all fees and royalties to be paid thereunder. LICENSEE will provide to MICHIGAN a redacted copy terms of the sublicense agreement (or material amendmentAgreement. For purposes of this Agreement, each such permitted sublicensee, shall be referred to as applicable) in a form permitted by the SUBLICENSEE“Sublicensee”. 6.2 To the extent LICENSEE receives from SUBLICENSEES 2.3.3 For clarity, any consideration other than cash for such sublicense agreements, fair market cash value (at the time of the transaction) for such consideration will be agreed upon by the parties. 6.3 Each sublicense granted by LICENSEE Bayer hereunder shall not relieve Bayer from any of its obligations under this Agreement Agreement. 2.3.4 Bayer shall provide for its termination upon termination ensure that each sublicense agreement shall require the Sublicensee to comply with all relevant obligations of this Agreement, including confidentiality, indemnification and intellectual property ownership. Each sublicense shall terminate upon termination of this Agreement unless LICENSEE has previously assigned its rights under the sublicense to MICHIGAN, provided that, notwithstanding the foregoing, for a period of [***] days after termination 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 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. 2.3.5 Bayer shall provide to Loxo a copy of any sublicense agreement permitted hereunder (other than to an Affiliate of Bayer) promptly following execution of such sublicense. 2.3.6 IIR Agreements and agreements of a similar nature shall not be deemed sublicenses for the purposes of this Agreement, MICHIGAN agrees to negotiate in good faith with each SUBLICENSEE that (a) is not under common control or ownership with LICENSEE, and (b) is not in material breach of its sublicense with LICENSEE at the time of the termination of this Agreement, to provide such SUBLICENSEE a license under the PATENT RIGHTS on similar financial terms contained in this Agreement with respect to the rights granted by LICENSEE to such SUBLICENSEE. 6.4 LICENSEE shall require that all sublicenses: (a) be consistent with the terms and conditions of this Agreement; (b) contain the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on MICHIGAN’s liability, as provided by Article 9 below; and (c) contain provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Paragraphs: 4.4 (duty to keep records); 4.5 (duty regarding Patent Office fees); 9.4 (duty to avoid improper representations or responsibilities); 10.1 and 10.2 (duty to defend, hold harmless, and indemnify MICHIGAN and HHMI); 10.3 (duty to maintain insurance); 14.5 (duty to properly ▇▇▇▇ LICENSED PRODUCTS with patent notices); 14.7 (duty to restrict the use of MICHIGAN and HHMI’s name); 14.8 (duty to control exports).