Common use of Sublicensing Clause in Contracts

Sublicensing. (a) Vaxcyte shall have the right to extend Vaxcyte’s rights and obligations hereunder (including the right to sublicense the Manufacturing Rights through multiple tiers) to its Affiliates (for clarity, including both current and future Affiliates, but only for so long as the applicable entity is an Affiliate of Vaxcyte); provided, that [***]. In the event that any Affiliate of Vaxcyte enters into an agreement with an Approved CMO or Approved Contractor that includes a sublicense of any of the Manufacturing Rights, then such agreement shall provide that, if such Affiliate ceases to be an Affiliate of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at Vaxcyte’s discretion. (b) Vaxcyte, and Vaxcyte’s Affiliates to which Vaxcyte granted a sublicense under Section 2.3(a), may sublicense the Manufacturing Rights through a single tier to Approved CMOs and Approved Contractors for the benefit of Vaxcyte (but not, for clarity, for the independent commercial use of such Approved CMOs or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to this Section 2.3(b) shall be granted pursuant to a written agreement between the Approved CMO or Approved Contractor and Vaxcyte that [***]. With respect to any Approved CMO, and any Approved Contractor that will have access to, or use, Sutro Core Know-How: (i) Vaxcyte shall provide to Sutro Vaxcyte’s proposed agreement with such Approved CMO or Approved Contractor at least [***] prior to Vaxcyte executing such agreement, and Vaxcyte shall [***]; (ii) In the event any Approved CMO or Approved Contractor breaches such agreement with Vaxcyte with respect to provisions of such agreement relating to safeguarding the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement (and to otherwise fully cooperate with Sutro in enforcing Sutro’s rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor in respect of such breach, [***]. Any amounts recovered by Sutro or Vaxcyte in enforcing any such claim shall be paid as follows: [***]; and (iii) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property rights (including provisions to effect Sutro’s ownership of the New IP) in any such agreement with an Approved CMO or Approved Contractor for manufacturing Extract, and such Approved CMO or Approved Contractor shall not be permitted thereunder to use any intellectual property or Discloser’s Information of Sutro, except in connection with the exercise of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide to Sutro copies of the applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO or Approved Contractor, and shall [***].

Sublicensing. (a) Vaxcyte shall 2.2.1 LICENSEE will have the right to extend Vaxcytesublicense its rights under the License to LICENSEE Affiliates and to Third Parties only with Council’s rights prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. The terms of any sublicense permitted under the foregoing sentence will be set forth in a written agreement and obligations hereunder (including fully consistent with the right to sublicense the Manufacturing Rights through multiple tiers) to its Affiliates (for clarityterms of this Agreement, including both current and future Affiliates, but only for so long as in the applicable entity is an Affiliate case of Vaxcyte); providedany sublicensee obtaining sublicense rights to Commercialize any Licensed Product, that such writing incorporates the terms of Sections 10.2.1, 12.4 and Article XI. With respect to all sublicenses granted under this Agreement, for purposes of determining whether any breach has occurred under this Agreement, the acts and omissions in relation to this Agreement of any sublicensee of LICENSEE hereunder will be attributable to LICENSEE as though taken or omitted by LICENSEE, itself, (ii) LICENSEE will be jointly and severally liable for any damage arising out of the acts or omissions of any of LICENSEE’s sublicensees of the LICENSEE’s licensed rights hereunder and (iii) LICENSEE will remain obligated to perform LICENSEE’s own obligations under this Agreement. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [***]. In A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 2.2.2 Any sublicense under the event that License will automatically terminate upon any Affiliate of Vaxcyte enters into an agreement with an Approved CMO or Approved Contractor that includes a sublicense of any termination of the Manufacturing Rights, then such agreement shall provide that, if such Affiliate ceases to be an Affiliate of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at Vaxcyte’s discretionLicense. (b) Vaxcyte, and Vaxcyte’s Affiliates to which Vaxcyte granted a sublicense 2.2.3 No sublicensee of LICENSEE under Section 2.3(a), may sublicense the Manufacturing Rights through a single tier to Approved CMOs and Approved Contractors for the benefit of Vaxcyte (but not, for clarity, for the independent commercial use of such Approved CMOs or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to this Section 2.3(b) shall be granted pursuant to a written agreement between the Approved CMO or Approved Contractor and Vaxcyte that [***]. With respect to any Approved CMO, and any Approved Contractor that License will have access to, or use, Sutro Core Know-How: (i) Vaxcyte shall provide the right to Sutro Vaxcyte’s proposed agreement with such Approved CMO or Approved Contractor at least [***] prior to Vaxcyte executing such agreement, and Vaxcyte shall [***]; (ii) In the event any Approved CMO or Approved Contractor breaches such agreement with Vaxcyte with respect to provisions of such agreement relating to safeguarding the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement (and to otherwise fully cooperate with Sutro in enforcing Sutro’s further sublicense its rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor in respect of such breach, [***]. Any amounts recovered by Sutro or Vaxcyte in enforcing under any such claim shall be paid as follows: [***]; and (iii) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property rights (including provisions to effect Sutro’s ownership sublicensing arrangement without the prior written consent of the New IP) in any such agreement with an Approved CMO or Approved Contractor for manufacturing ExtractCouncil, and such Approved CMO or Approved Contractor shall which consent will not be permitted thereunder to use any intellectual property unreasonably withheld or Discloser’s Information of Sutro, except in connection with the exercise of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide to Sutro copies of the applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO or Approved Contractor, and shall [***]delayed.

Sublicensing. (a) Vaxcyte shall have The licenses granted to Tekmira in Section 2.1 include the right for Tekmira to extend Vaxcyte’s rights and obligations hereunder (including the right to sublicense the Manufacturing Rights through multiple tiers) to its Affiliates (for clarity, including both current and future Affiliatesgrant sublicenses, but only for so long as on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that the applicable entity is an Affiliate of Vaxcyte); provided, that [***]. In the event that any Affiliate of Vaxcyte enters into an agreement with an Approved CMO or Approved Contractor that includes a sublicense terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement and of the Manufacturing Rights, then such agreement shall provide that, if such Affiliate ceases to be an Affiliate of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at VaxcyteAlnylam Existing In-Licenses governing Alnylam’s discretionrights under the Alnylam Licensed Technology. (b) VaxcyteThe licenses granted to Alnylam in Section 2.2(a), Section 2.2(b) and Vaxcyte’s Affiliates Section 2.2(c) include the right for Alnylam to which Vaxcyte granted grant sublicenses in the Alnylam Field, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under Section 2.3(a), may its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement. (c) Any sublicense granted by a Party hereunder shall be subject and subordinate to the Manufacturing Rights through a single tier to Approved CMOs terms and Approved Contractors conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the benefit performance of Vaxcyte (but notall obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, for clarity, for the independent commercial use sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such Approved CMOs or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to sublicense. (d) Unless otherwise provided in this Section 2.3(b) shall be granted pursuant to a written agreement between Agreement, the Approved CMO or Approved Contractor and Vaxcyte that sublicensing Party will notify the other Party within [***]. With ] days after execution of a sublicense entered into hereunder and provide a copy of the fully executed sublicense agreement to the other Party within the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement), which shall be treated as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Approved CMOPatent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any Approved Contractor additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Products. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that will have access to, or use, Sutro Core Know-How: (i) Vaxcyte shall provide such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Sutro Vaxcyte’s proposed agreement with such Approved CMO or Approved Contractor at least [***] prior to Vaxcyte executing such agreement, Commercialize Products that are not Sublicensable Products and Vaxcyte shall [***]; (ii) In the event no Party shall share any Approved CMO or Approved Contractor breaches such agreement with Vaxcyte with respect to provisions of such agreement relating to safeguarding the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement (and to otherwise fully cooperate with Sutro in enforcing Sutro’s rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor in respect of such breach, [***]. Any amounts recovered by Sutro or Vaxcyte in enforcing any such claim shall be paid as follows: [***]; and (iii) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property rights (including provisions to effect Sutro’s ownership of the New IP) in any such agreement with an Approved CMO or Approved Contractor for manufacturing Extract, and such Approved CMO or Approved Contractor shall not be permitted thereunder to use any intellectual property or Discloserother Party’s Confidential Information of Sutro, except in connection with the exercise of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide to Sutro copies of the applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO Permitted Contractor or Approved Contractor, Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and shall [***]conditions.

Sublicensing. (a) Vaxcyte shall have The licenses granted to Tekmira in Section 2.1 include the right for Tekmira to extend Vaxcyte’s rights and obligations hereunder (including the right to sublicense the Manufacturing Rights through multiple tiers) to its Affiliates (for clarity, including both current and future Affiliatesgrant sublicenses, but only for so long as on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that the applicable entity is an Affiliate of Vaxcyte); provided, that [***]. In the event that any Affiliate of Vaxcyte enters into an agreement with an Approved CMO or Approved Contractor that includes a sublicense terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement and of the Manufacturing Rights, then such agreement shall provide that, if such Affiliate ceases to be an Affiliate of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at VaxcyteAlnylam Existing In-Licenses governing Alnylam’s discretionrights under the Alnylam Licensed Technology. (b) VaxcyteThe licenses granted to Alnylam in Section 2.2(a), Section 2.2(b) and Vaxcyte’s Affiliates Section 2.2(c) include the right for Alnylam to which Vaxcyte grant sublicenses in the Alnylam Field, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and conditions of this Agreement. (c) Any sublicense granted by a Party hereunder shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within [**] days after execution of a sublicense under Section 2.3(a)entered into hereunder and provide a copy of the fully executed sublicense agreement to the other Party within the same time frame (with such reasonable redactions as the sublicensing Party may make, may sublicense the Manufacturing Rights through a single tier to Approved CMOs and Approved Contractors for the benefit of Vaxcyte (but not, for clarity, for the independent commercial use of such Approved CMOs or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to this Section 2.3(b) shall be granted pursuant to a written agreement between the Approved CMO or Approved Contractor and Vaxcyte provided that [***]] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. With Confidential treatment has been requested with respect to the omitted portions. such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement), which shall be treated as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Approved CMOPatent or Know-How Controlled by Tekmira as of the Effective Date to any Third Party pursuant to any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall not be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any Approved Contractor additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Products. (f) Notwithstanding Sections 2.3(a) and 2.3(b), either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that will have access to, or use, Sutro Core Know-How: (i) Vaxcyte shall provide such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Sutro Vaxcyte’s proposed agreement with such Approved CMO or Approved Contractor at least [***] prior to Vaxcyte executing such agreement, Commercialize Products that are not Sublicensable Products and Vaxcyte shall [***]; (ii) In the event no Party shall share any Approved CMO or Approved Contractor breaches such agreement with Vaxcyte with respect to provisions of such agreement relating to safeguarding the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement (and to otherwise fully cooperate with Sutro in enforcing Sutro’s rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor in respect of such breach, [***]. Any amounts recovered by Sutro or Vaxcyte in enforcing any such claim shall be paid as follows: [***]; and (iii) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property rights (including provisions to effect Sutro’s ownership of the New IP) in any such agreement with an Approved CMO or Approved Contractor for manufacturing Extract, and such Approved CMO or Approved Contractor shall not be permitted thereunder to use any intellectual property or Discloserother Party’s Confidential Information of Sutro, except in connection with the exercise of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide to Sutro copies of the applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO Permitted Contractor or Approved Contractor, Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement containing reasonably customary terms and shall [***]conditions.

Sublicensing. The Company shall be entitled to grant Sublicenses to any Person (and such Person shall be entitled to grant further sublicenses which shall also be considered Sublicenses for purposes of this Agreement), provided that: (A) the Sublicense is for monetary consideration only and (B) the Sublicense is granted according to a written appropriate and binding Sublicensing agreement that (i) affords protection of Ichilov Tech’s rights in a manner substantially similar to the protection provided by this Agreement, mutatis mutandis, or such other terms as may be agreed to in writing by Ichilov Tech; (ii) is consistent with the terms of the License and this Agreement; (iii) includes, inter alia, the following terms: (a) Vaxcyte subject to the provisions of Section 3.2.3 below, the Sublicense shall expire automatically upon termination of the License by Ichilov Tech for any reason and the Sublicensee shall have no claims and/or demands of whatever type and nature against Ichilov Tech and/or any Ichilov Tech Related Entity, including in the event of termination of the License by Ichilov Tech; (b) provisions relating to confidentiality similar to those specified herein; (c) provisions entitling the Company and Ichilov Tech to terminate the Sublicense according to the terms entitling Ichilov Tech to terminate the License, mutatis mutandis; (C) an advanced draft of the Sublicense agreement is furnished to Ichilov Tech prior to the execution of a Sublicense agreement in order to provide Ichilov Tech with an opportunity to comment thereon, which comments the Company shall make good-faith efforts to address. The Company shall be entitled to grant Sublicenses to any Affiliate, whether or not such Sublicense is for monetary consideration in accordance with the terms set forth in this Section 3.2.1. (B) and (C) above. The Company shall also be entitled to grant a Sublicense even if it does not comply with the terms set forth above, provided that the terms of the Sublicense are furnished to Ichilov Tech prior the execution of a Sublicense agreement and the Sublicense is approved, in writing, by Ichilov Tech; such approval not to be unreasonably withheld or delayed. Ichilov Tech's failure to approve or disapprove the Sublicense agreement within 14 (fourteen) business days from the date of its receipt shall be deemed as an approval in writing of the Sublicense agreement. In the event of termination of the License, any Sublicense that has been granted pursuant to the Company’s License shall terminate to the extent that the License is terminated; provided, however, that, for each Sublicense granted in accordance with the provisions of Sections 3.2.1 and 3.2.2 above, upon termination of the License with the Company, if the Sublicensee is not then in breach of its Sublicense agreement with the Company such that the Company would have the right to extend Vaxcyte’s rights and obligations hereunder (including terminate such Sublicense, Ichilov Tech shall be obligated at the right request of such Sublicensee, to sublicense the Manufacturing Rights through multiple tiers) to its Affiliates (for clarity, including both current and future Affiliates, but only for so long as the applicable entity is an Affiliate of Vaxcyte); provided, that [***]. In the event that any Affiliate of Vaxcyte enters enter into an a new license agreement with an Approved CMO or Approved Contractor any Sublicensee on substantially the same terms as those contained in this Agreement, provided that includes a sublicense of any of the Manufacturing Rights, then such agreement terms shall provide thatbe amended, if necessary, to the extent required to ensure that such Affiliate ceases to be an Affiliate of Vaxcyte prior to such Sublicense agreement being assigned does not impose any obligations or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at Vaxcyte’s discretion. (b) Vaxcyte, and Vaxcyte’s Affiliates to which Vaxcyte granted a sublicense under Section 2.3(a), may sublicense the Manufacturing Rights through a single tier to Approved CMOs and Approved Contractors for the benefit of Vaxcyte (but not, for clarity, for the independent commercial use of such Approved CMOs or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to this Section 2.3(b) shall be granted pursuant to a written agreement between the Approved CMO or Approved Contractor and Vaxcyte that [***]. With respect to any Approved CMO, and any Approved Contractor that will have access to, or use, Sutro Core Know-How: liabilities (i) Vaxcyte shall provide on the Company (without derogating from any liability due to Sutro Vaxcytethe Company’s proposed agreement with breach or such Approved CMO other liabilities that survive the termination of this Agreement), or Approved Contractor at least [***] prior to Vaxcyte executing such agreement, and Vaxcyte shall [***]; (ii) In the event any Approved CMO on Ichilov Tech and or Approved Contractor breaches such agreement with Vaxcyte with respect to provisions of such agreement relating to safeguarding the Sutro Know-How and Sutro Core Know-Howa Ichilov Tech Related Entity which are not included in this Agreement, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement (and to otherwise fully cooperate with Sutro in enforcing Sutro’s rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor in respect of such breach, [***]. Any amounts recovered by Sutro or Vaxcyte in enforcing any such claim shall be paid as follows: [***]; and (iii) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property rights (including provisions to effect Sutro’s ownership of the New IP) in any such agreement with an Approved CMO or Approved Contractor for manufacturing Extract, and such Approved CMO or Approved Contractor shall not be permitted thereunder to use any intellectual property or Discloser’s Information of Sutro, except in connection with the exercise of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide to Sutro copies of the applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO or Approved Contractor, and shall [***]applied mutatis mutandis.

Sublicensing. 2.5.1 The license granted pursuant to Section 2.1 is sublicensable by Licensee to any Affiliates or Third Parties; provided that any such sublicense must comply with the provisions of this Section 2.5 (including Section 2.5.2). 2.5.2 The right to sublicense granted to Licensee under this Agreement is subject to the following conditions: (a) Vaxcyte shall have the right to extend Vaxcyte’s rights and obligations hereunder (including the right to sublicense the Manufacturing Rights through multiple tiers) to its Affiliates (for clarity, including both current and future Affiliates, but Licensee may only for so long as the applicable entity is an Affiliate of Vaxcyte); provided, that grant sublicenses […***]. In the event that any Affiliate of Vaxcyte enters into an …] pursuant to a written sublicense agreement with an Approved CMO or Approved Contractor that includes a sublicense the Sublicensee. Licensor must receive written notice as soon as practicable following execution of any of the Manufacturing Rights, then such agreement shall provide that, if such Affiliate ceases to be an Affiliate of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at Vaxcyte’s discretionsublicenses. (b) VaxcyteIn each sublicense agreement, the Sublicensee must be required to comply with the terms and Vaxcyte’s Affiliates conditions of this Agreement to which Vaxcyte granted a sublicense under Section 2.3(a), may sublicense the Manufacturing Rights through a single tier to Approved CMOs same extent as Licensee has agreed and Approved Contractors for the benefit of Vaxcyte (but not, for clarity, for the independent commercial use must acknowledge that Licensor is an express third party beneficiary of such Approved CMOs terms and conditions under such sublicense agreement; provided that nothing shall prevent Licensee from granting sublicenses of more limited scope than Licensee’s rights, e.g. in a more limited territory, field of use, or Approved Contractors). Each term. (c) The official language of any sublicense granted to an Approved CMO or Approved Contractor pursuant to this Section 2.3(b) agreement shall be granted pursuant to a written agreement between the Approved CMO or Approved Contractor and Vaxcyte that English. (d) Within […***]. With respect …] after entering into a sublicense, Licensor must receive a copy of the sublicense written in the English language for Licensor’s *** Confidential Treatment Requested *** redacted to exclude confidential information of the applicable Sublicensee, but such copy shall not be redacted to the extent that it impairs Licensor’s (or any Approved CMOof its licensors’) ability to ensure compliance with this Agreement; provided that, and if any Approved Contractor that will have access toof Licensor’s licensors require a complete, or useunredacted copy of the sublicense, Sutro Core Know-How:Licensee shall provide such complete, unredacted copy. (ie) Vaxcyte Licensee’s execution of a sublicense agreement will not relieve Licensee of any of its obligations under this Agreement. Licensee is and shall provide to Sutro Vaxcyte’s proposed agreement with such Approved CMO or Approved Contractor at least remain […***…] prior to Vaxcyte executing such agreementLicensor for all of Licensee’s duties and obligations contained in this Agreement and for any act or omission of an Affiliate or Sublicensee that would be a breach of this Agreement if performed or omitted by Licensee, and Vaxcyte shall [***]; (ii) In the event any Approved CMO or Approved Contractor breaches such agreement with Vaxcyte with respect Licensee will be deemed to provisions be in breach of this Agreement as a result of such agreement relating to safeguarding the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement (and to otherwise fully cooperate with Sutro in enforcing Sutro’s rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO act or Approved Contractor in respect of such breach, [***]. Any amounts recovered by Sutro or Vaxcyte in enforcing any such claim shall be paid as follows: [***]; and (iii) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property rights (including provisions to effect Sutro’s ownership of the New IP) in any such agreement with an Approved CMO or Approved Contractor for manufacturing Extract, and such Approved CMO or Approved Contractor shall not be permitted thereunder to use any intellectual property or Discloser’s Information of Sutro, except in connection with the exercise of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide to Sutro copies of the applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO or Approved Contractor, and shall [***]omission.

Sublicensing. (a) Vaxcyte shall have Except as set out in item 5 of the right Details Schedule: (i) the Licensee may only grant sublicences of the Licence granted to extend Vaxcyte’s rights and obligations hereunder it under this clause 3 where the proposed sublicensee is approved by the Licensor in writing; and (including ii) the right to sublicense the Manufacturing Rights through multiple tiersLicensor will not unreasonably withhold approval, but may withhold approval (or revoke approval) to its Affiliates (for clarityon reasonable grounds, including both current and future Affiliatesbased on the risk, but only for so long as the applicable entity is an Affiliate of Vaxcyte); provided, that [***]. In the event that any Affiliate of Vaxcyte enters into an agreement with an Approved CMO financial status or Approved Contractor that includes a sublicense of any reputation of the Manufacturing Rights, then such agreement shall provide that, if such Affiliate ceases to be an Affiliate of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at Vaxcyte’s discretionsublicensee. (b) VaxcyteExcept where sublicence rights are expressly limited in item 5 of the Details Schedule and subject to the further requirements under this clause 3.3, and Vaxcyte’s Affiliates to which Vaxcyte granted a sublicense under Section 2.3(a), may sublicense the Manufacturing Rights through a single tier to Approved CMOs and Approved Contractors for Licensor approves the benefit sublicence of Vaxcyte (but not, for clarity, for the independent commercial use of such Approved CMOs or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to this Section 2.3(b) shall be granted pursuant to a written agreement between Licensed IPR by the Approved CMO or Approved Contractor and Vaxcyte that [***]. With respect to any Approved CMO, and any Approved Contractor that will have access Licensee to, or use, Sutro Core Know-How: (i) Vaxcyte shall provide any sublicensees and for the purposes set out in the Commercialisation Business Plan; and (ii) purchasers of Product, but only to Sutro Vaxcyte’s proposed the extent required to enable those customers to receive the benefit of the Product. (c) The Licensee must ensure that all sublicences of the Licensed IPR are consistent with its obligations under this Agreement. Without limitation, unless otherwise approved by the Licensor, the sublicence agreement must include provisions to the effect that: (i) the sublicensee must observe terms similar to, consistent with such Approved CMO or Approved Contractor and at least [***] prior to Vaxcyte executing such agreement, as onerous as those contained in this Agreement so far as they are capable of observance and Vaxcyte shall [***]performance by the sublicensee; (ii) In the event any Approved CMO sublicence will be personal to the sublicensee and will not be assignable, nor will the sublicensee have the right to sublicense; (iii) the Licensee may terminate the sublicence without compensation or Approved Contractor breaches notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be done by the Licensee, give the Licensor the right to terminate this Agreement; (iv) such agreement with Vaxcyte with respect to provisions sublicence is capable of such agreement relating to safeguarding being terminated at the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement Licensor's sole discretion at the same time as the termination of (and to otherwise fully cooperate with Sutro in enforcing Sutro’s or exercise by the Licensor of its rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor under clause 15.4 in respect of such breach, [***]. Any amounts recovered by Sutro of) this Agreement or Vaxcyte in enforcing any such claim shall be paid as follows: [***]licences granted under it; and (iiiv) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property the Licensor has audit rights (including provisions to effect Sutro’s ownership in respect of the New IPsublicensee equivalent to the Licensor’s rights to audit the Licensee under clause 6 of this Agreement. (d) in The Licensee must notify the Licensor promptly of any such agreement sublicence entered into and provide the Licensor with an Approved CMO or Approved Contractor for manufacturing Extracta copy of the sublicence terms (excluding financial payment terms and any personal information). In respect of sublicences to purchasers of Products, and such Approved CMO or Approved Contractor shall not be permitted thereunder 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 intellectual property sublicensee are considered for the purposes of this Agreement to be the acts or Discloser’s Information of Sutro, except in connection with the exercise omissions of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide to Sutro copies of the applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO or Approved Contractor, and shall [***]Licensee.

Sublicensing. (a) Vaxcyte Genentech shall have the right to extend Vaxcyte’s rights and obligations hereunder (including the right to sublicense the Manufacturing Rights through multiple tiers) to its Affiliates (for clarity, including both current and future Affiliates, but only for so long as the applicable entity is an Affiliate of Vaxcyte); provided, that [***]. In the event that any Affiliate of Vaxcyte enters into an agreement with an Approved CMO or Approved Contractor that includes a sublicense of any grant sublicenses of the Manufacturing Rights, then such agreement shall provide that, if such Affiliate ceases license granted to be an Affiliate of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at Vaxcyte’s discretionGenentech under Section 6.1 for any purposes. (b) VaxcyteInspire shall have the right to grant sublicenses of the license granted to it under Section 6.2 only to the extent necessary as approved in writing in advance by Genentech. (c) Each of Genentech and Inspire agrees that if either of them sublicenses any rights hereunder to a Third Party, and Vaxcyte’s Affiliates if at any time either of them conducts or engages a certified public accountant or other person (an "Auditor") to which Vaxcyte granted conduct an audit or other examination of the books and records of any such Sublicensee in order to determine the correctness of any royalty payments made pursuant to such sublicense, then it will instruct such Auditor to, as soon as reasonably practicable after the conclusion of such audit or other examination, prepare and provide to the other Party (at such other Party's expense) a brief, summary report of the results thereof; provided, however, that such Auditor, in its summary report or otherwise, shall not disclose to the other Party any information, including but not limited to the royalty percentage payable under such sublicense and any other financial terms of such sublicense, except that such Auditor may disclose to the other Party the fact of a deficiency in royalty payments, and the degree thereof, including the dollar amount. Except as provided under this Section 2.3(a6.3(c), may each Party agrees that nothing in the terms of this Agreement entitles it to review or receive a copy of any sublicense the Manufacturing Rights through a single tier agreement that sublicenses rights hereunder. (d) In addition, each of Genentech and Inspire agree that neither of them will sublicense to Approved CMOs and Approved Contractors for the benefit of Vaxcyte (but not, for clarity, for the independent commercial use of such Approved CMOs or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to any Third Party any rights covered by this Section 2.3(b) shall be granted Agreement except pursuant to a written sublicense agreement between that includes provisions substantially similar, taking into account the Approved CMO or Approved Contractor facts and Vaxcyte that [***]circumstances of the particular sublicense, as those set forth on Exhibit F hereto. With respect to any Approved CMO, and any Approved Contractor that will have access to, or use, Sutro Core Know-How:--------- (ie) Vaxcyte Each Party agrees to make the other Party a third-party beneficiary of each sublicense agreement regarding any rights covered by this Agreement; provided, however, that the Party shall provide to Sutro Vaxcyte’s proposed agreement with such Approved CMO or Approved Contractor at least [***] prior to Vaxcyte executing such agreement, and Vaxcyte shall [***]; (ii) In the event any Approved CMO or Approved Contractor breaches such agreement with Vaxcyte be a third-party beneficiary only with respect to those provisions of such agreement relating to safeguarding the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement (and to otherwise fully cooperate with Sutro in enforcing Sutro’s rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor in respect of such breach, [***]. Any amounts recovered by Sutro or Vaxcyte in enforcing any such claim shall be paid as follows: [***]; andenumerated on Exhibit F. --------- (iiif) Vaxcyte shall include all reasonably necessary Sections 6.3(c), 6.3(d) and appropriate protections for Sutro’s applicable intellectual property rights (including provisions to effect Sutro’s ownership of the New IP6.3(e) in any such agreement with an Approved CMO or Approved Contractor for manufacturing Extract, and such Approved CMO or Approved Contractor shall not be permitted thereunder apply to use any intellectual property or Discloser’s Information of Sutro, except in connection with the exercise of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized sublicenses by Sutro in writing). Vaxcyte shall provide Genentech to Sutro copies of the applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO or Approved Contractor, and shall [***]Roche.

Sublicensing. (a) Vaxcyte shall have Except as set out in item 5 of the right Details Schedule: (i) the Licensee may only grant sublicences of the Licence granted to extend Vaxcyte’s rights and obligations hereunder it under this clause 3 where the proposed sublicensee is approved by the Licensor in writing; and (including ii) the right to sublicense the Manufacturing Rights through multiple tiersLicensor will not unreasonably withhold approval, but may withhold approval (or revoke approval) to its Affiliates (for clarityon reasonable grounds, including both current and future Affiliatesbased on the risk, but only for so long as the applicable entity is an Affiliate of Vaxcyte); provided, that [***]. In the event that any Affiliate of Vaxcyte enters into an agreement with an Approved CMO financial status or Approved Contractor that includes a sublicense of any reputation of the Manufacturing Rights, then such agreement shall provide that, if such Affiliate ceases to be an Affiliate of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at Vaxcyte’s discretionsublicensee. (b) VaxcyteExcept where sublicence rights are expressly limited in item 5 of the Details Schedule and subject to the further requirements under this clause 3.3, and Vaxcyte’s Affiliates to which Vaxcyte granted a sublicense under Section 2.3(a), may sublicense the Manufacturing Rights through a single tier to Approved CMOs and Approved Contractors for Licensor approves the benefit sublicence of Vaxcyte (but not, for clarity, for the independent commercial use of such Approved CMOs or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to this Section 2.3(b) shall be granted pursuant to a written agreement between Licensed IPR by the Approved CMO or Approved Contractor and Vaxcyte that [***]. With respect to any Approved CMO, and any Approved Contractor that will have access Licensee to, or use, Sutro Core Know-How: (i) Vaxcyte shall provide any sublicensees and for the purposes set out in the Commercialisation Business Plan; and (ii) purchasers of Product, but only to Sutro Vaxcyte’s proposed the extent required to enable those customers to receive the benefit of the Product. (c) The Licensee must ensure that all sublicences of the Licensed IPR are consistent with its obligations under this Agreement. Without limitation, unless otherwise approved by the Licensor, the sublicence agreement must include provisions to the effect that: (i) the sublicensee must observe terms similar to, consistent with such Approved CMO or Approved Contractor and at least [***] prior to Vaxcyte executing such agreement, as onerous as those contained in this Agreement so far as they are capable of observance and Vaxcyte shall [***]performance by the sublicensee; (ii) In the event any Approved CMO sublicence will be personal to the sublicensee and will not be assignable, nor will the sublicensee have the right to sublicense; (iii) the Licensee may terminate the sublicence without compensation or Approved Contractor breaches notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be done by the Licensee, give the Licensor the right to terminate this Agreement; (iv) such agreement with Vaxcyte with respect to provisions sublicence is capable of such agreement relating to safeguarding being terminated at the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement Licensor's sole discretion at the same time as the termination of (and to otherwise fully cooperate with Sutro in enforcing Sutro’s or exercise by the Licensor of its rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor under clause 15.4 in respect of such breach, [***]. Any amounts recovered by Sutro of) this Agreement or Vaxcyte in enforcing any such claim shall be paid as follows: [***]licences granted under it; and (iiiv) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property the Licensor has audit rights (including provisions to effect Sutro’s ownership in respect of the New IP) in any such agreement with an Approved CMO or Approved Contractor for manufacturing Extract, and such Approved CMO or Approved Contractor shall not be permitted thereunder sublicensee equivalent to use any intellectual property or Discloserthe Licensor’s Information rights to audit the Licensee under clause 6 of Sutro, except in connection with the exercise of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide to Sutro copies of the applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO or Approved Contractor, and shall [***]this Agreement.

Sublicensing. (a) Vaxcyte shall have Except as set out in item 5 of the right Details Schedule: (i) the Licensee may only grant sublicences of the Licence granted to extend Vaxcyte’s rights and obligations hereunder it under this clause 3 where the proposed sublicensee is approved by the Licensor in writing; and (including ii) the right to sublicense the Manufacturing Rights through multiple tiersLicensor will not unreasonably withhold approval, but may withhold approval (or revoke approval) to its Affiliates (for clarityon reasonable grounds, including both current and future Affiliatesbased on the risk, but only for so long as the applicable entity is an Affiliate of Vaxcyte); provided, that [***]. In the event that any Affiliate of Vaxcyte enters into an agreement with an Approved CMO financial status or Approved Contractor that includes a sublicense of any reputation of the Manufacturing Rights, then such agreement shall provide that, if such Affiliate ceases to be an Affiliate of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at Vaxcyte’s discretionsublicensee. (b) VaxcyteExcept where sublicence rights are expressly limited in item 5 of the Details Schedule and subject to the further requirements under this clause 3.3, and Vaxcyte’s Affiliates to which Vaxcyte granted a sublicense under Section 2.3(a), may sublicense the Manufacturing Rights through a single tier to Approved CMOs and Approved Contractors for Licensor approves the benefit sublicence of Vaxcyte (but not, for clarity, for the independent commercial use of such Approved CMOs or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to this Section 2.3(b) shall be granted pursuant to a written agreement between Licensed IPR by the Approved CMO or Approved Contractor and Vaxcyte that [***]. With respect to any Approved CMO, and any Approved Contractor that will have access Licensee to, or use, Sutro Core Know-How: (i) Vaxcyte shall provide any sublicensees and for the purposes set out in the Commercialisation Business Plan; and (ii) purchasers of Product, but only to Sutro Vaxcyte’s proposed the extent required to enable those customers to receive the benefit of the Product. (c) The Licensee must ensure that all sublicences of the Licensed IPR are consistent with its obligations under this Agreement. Without limitation, unless otherwise approved by the Licensor, the sublicence agreement must include provisions to the effect that: (i) the sublicensee must observe terms similar to, consistent with such Approved CMO or Approved Contractor and at least [***] prior to Vaxcyte executing such agreement, as onerous as those contained in this Agreement so far as they are capable of observance and Vaxcyte shall [***]performance by the sublicensee; (ii) In the event any Approved CMO sublicence will be personal to the sublicensee and will not be assignable, nor will the sublicensee have the right to sublicense; (iii) the Licensee may terminate the sublicence without compensation or Approved Contractor breaches notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be done by the Licensee, give the Licensor the right to terminate this Agreement; (iv) such agreement with Vaxcyte with respect to provisions sublicence is capable of such agreement relating to safeguarding being terminated at the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement Licensor's sole discretion at the same time as the termination of (and to otherwise fully cooperate with Sutro in enforcing Sutro’s or exercise by the Licensor of its rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor under clause 15.5 in respect of such breach, [***]. Any amounts recovered by Sutro of) this Agreement or Vaxcyte in enforcing any such claim shall be paid as follows: [***]licences granted under it; and (iiiv) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property the Licensor has audit rights (including provisions to effect Sutro’s ownership in respect of the New IPsublicensee equivalent to the Licensor’s rights to audit the Licensee under clause 6 of this Agreement. (d) in The Licensee must notify the Licensor promptly of any such agreement sublicence entered into and provide the Licensor with an Approved CMO or Approved Contractor for manufacturing Extracta copy of the sublicence terms (excluding financial payment terms and any personal information). In respect of sublicences to purchasers of Products, and such Approved CMO or Approved Contractor shall not be permitted thereunder 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 intellectual property sublicensee are considered for the purposes of this Agreement to be the acts or Discloser’s Information of Sutro, except in connection with the exercise omissions of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide to Sutro copies of the applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO or Approved Contractor, and shall [***]Licensee.

Sublicensing. If the license grant under Section 2.1 is exclusive, Licensee has the right to grant Sublicense Agreements under the Licensed Patent Rights consistent with the terms of the Agreement, subject to the following: (a) Vaxcyte shall have Each Sublicensee, including an Affiliate extended rights hereunder pursuant to Section 2.2, must agree in writing to be bound, for the right benefit of Licensor, by the terms and conditions of the following Sections of these Terms and Conditions: 2.1(b), 2.3, 2.4, 3.4 (to extend Vaxcyte’s rights the extent applicable to the Sublicensee or sub-sublicensee), 4, 5, 6, 7.5, 8, 9, 10, 12, 13, 14, 16, 17, and obligations hereunder (including the right to sublicense the Manufacturing Rights through multiple tiers) to its Affiliates 18 (for clarity, including both current and future Affiliates, but only for so long as notice to Licensor). To the applicable entity is an Affiliate of Vaxcyte); provided, extent that [***]. In the event that any Affiliate of Vaxcyte enters into an agreement with an Approved CMO or Approved Contractor that includes Licensee permits a Sublicensee to grant further sub-tier sub-sublicense of any of the Manufacturing Rightsagreements, then each such agreement sub-sublicensee shall provide that, if such Affiliate ceases be considered a “Sublicensee” under the Agreement and must also agree in writing to be an Affiliate bound, for the benefit of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate of VaxcyteLicensor, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at Vaxcyte’s discretionthe above-referenced Sections. (b) Vaxcyte, Each such Sublicense Agreement shall indicate that Licensor is a third party beneficiary of the terms and Vaxcyte’s Affiliates to which Vaxcyte granted a sublicense under conditions required by Section 2.3(a), may sublicense and is entitled to enforce the Manufacturing Rights through a single tier to Approved CMOs and Approved Contractors for same. Survival or not of Sublicensee rights in the benefit event of Vaxcyte (but not, for clarity, for termination of the independent commercial use of such Approved CMOs or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to this Section 2.3(b) Agreement shall be governed by Section 7.5(b) below. (c) Licensee shall (and to the extent a Sublicensee is authorized by Licensor to grant further sublicenses, such Sublicensee shall) deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted pursuant to a written agreement between the Approved CMO or Approved Contractor and Vaxcyte that [***]. With respect to any Approved CMOby Licensee, and any Approved Contractor that will have access tomodification or termination thereof, within thirty (30) days following the applicable execution, modification, or usetermination of such Sublicense Agreement, Sutro Core Know-How:including an English translation if the Sublicense Agreement is not written in English. All such copies shall be considered Confidential Information of Licensee under the Agreement. Licensor’s receipt of such Sublicense Agreement will not constitute a waiver of any of Licensor’s rights or Licensee’s obligations under the Agreement. (id) Vaxcyte shall provide Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Sutro VaxcyteLicensor for all of the Licensee’s proposed agreement with such Approved CMO or Approved Contractor at least [***] prior to Vaxcyte executing such agreementduties and obligations contained in the Agreement, and Vaxcyte shall [***]; any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee of the Agreement unless Licensee complies with the remaining provisions of this paragraph. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the terms and conditions of the Agreement if such acts were performed by Licensee (ii) a “Sublicensee Breach”). In the event any Approved CMO or Approved Contractor breaches such agreement with Vaxcyte with respect of a Sublicensee Breach, and if after a reasonable opportunity to provisions of such agreement relating to safeguarding the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement (and to otherwise fully cooperate with Sutro in enforcing Sutro’s rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor in respect of such breach, [***]. Any amounts recovered by Sutro or Vaxcyte in enforcing any such claim shall be paid cure as follows: [***]; and (iii) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property rights (including provisions to effect Sutro’s ownership of the New IP) provided in any such agreement with an Approved CMO or Approved Contractor Sublicense Agreement (not to exceed 30 days for manufacturing Extracta payment breach and 90 days for a non-payment breach), and such Approved CMO or Approved Contractor shall Sublicensee fails to cure such Sublicensee Breach, then the Licensee will terminate the Sublicense Agreement within 30 days thereafter unless Licensor agrees in writing that such Sublicense Agreement need not be permitted thereunder to use any intellectual property or Discloser’s Information of Sutro, except in connection with the exercise of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide to Sutro copies of the applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO or Approved Contractor, and shall [***]terminated.

Sublicensing. Upon written approval from Licensor, Licensee may enter into sublicensing agreements with Sublicensees, provided that Licensee has current exclusive rights thereto in the Territory being sublicensed pursuant to Section 2.1 and subject to the following: a) Any sublicense granted by Licensee to a Sublicensee shall incorporate all of the terms and conditions of this Agreement, which shall be binding upon each Sublicensee as if such Sublicensee were a party to this Agreement. Licensee shall collect and guarantee all payments due Licensor from Sublicensee(s). In each such sublicense, the Sublicensee will be prohibited from granting further sublicenses; b) If Licensee becomes Insolvent, Licensor’s proportionate share of all payments then or thereafter due and owing to Licensee from its Sublicensees for the sublicense of the Patent Rights will, upon written notice from Licensor to any such Sublicensee, become payable directly to Licensor by Sublicensee for the account of Licensee; c) Licensee shall within thirty (30) days of: (a) Vaxcyte execution, provide Licensor with a copy of each sublicense granted by Licensee hereunder, and any amendments thereto or terminations thereof; and (b) receipt, summarize and deliver copies of all reports due to Licensee from Sublicensee(s); and d) If this Agreement is terminated for any reason, Licensor shall have the right sole option to extend Vaxcyte’s (a) terminate any or all sublicense(s) and all rights granted thereunder, or (b) require Licensee to immediately assign all of its right, title, and obligations hereunder (interest to all sublicense(s) to Licensor, including the right to sublicense receive all income from the Manufacturing Rights through multiple tiers) to its Affiliates (for claritysublicense(s). Licensee shall, including both current and future Affiliates, but only for so long as the applicable entity is an Affiliate of Vaxcyte); provided, that [***]. In the event that any Affiliate of Vaxcyte enters into an agreement with an Approved CMO or Approved Contractor that includes a sublicense of any of the Manufacturing Rights, then such agreement shall provide that, if such Affiliate ceases to be an Affiliate of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate execution of Vaxcyteeach sublicense, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate make the intended Sublicensee(s) aware of Vaxcyte), at Vaxcyte’s discretionthis contingency. (b) Vaxcyte, and Vaxcyte’s Affiliates to which Vaxcyte granted a sublicense under Section 2.3(a), may sublicense the Manufacturing Rights through a single tier to Approved CMOs and Approved Contractors for the benefit of Vaxcyte (but not, for clarity, for the independent commercial use of such Approved CMOs or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to this Section 2.3(b) shall be granted pursuant to a written agreement between the Approved CMO or Approved Contractor and Vaxcyte that [***]. With respect to any Approved CMO, and any Approved Contractor that will have access to, or use, Sutro Core Know-How: (i) Vaxcyte shall provide to Sutro Vaxcyte’s proposed agreement with such Approved CMO or Approved Contractor at least [***] prior to Vaxcyte executing such agreement, and Vaxcyte shall [***]; (ii) In the event any Approved CMO or Approved Contractor breaches such agreement with Vaxcyte with respect to provisions of such agreement relating to safeguarding the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement (and to otherwise fully cooperate with Sutro in enforcing Sutro’s rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor in respect of such breach, [***]. Any amounts recovered by Sutro or Vaxcyte in enforcing any such claim shall be paid as follows: [***]; and (iii) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property rights (including provisions to effect Sutro’s ownership of the New IP) in any such agreement with an Approved CMO or Approved Contractor for manufacturing Extract, and such Approved CMO or Approved Contractor shall not be permitted thereunder to use any intellectual property or Discloser’s Information of Sutro, except in connection with the exercise of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide to Sutro copies of the applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO or Approved Contractor, and shall [***].

Sublicensing. (ai) Vaxcyte shall have Licensee may sublicense the rights granted in Section 2(a) without the right to extend Vaxcyte’s further sublicense such rights (other than as expressly indicated herein), as follows: A. to advertisers, distributors, vendors, suppliers and obligations hereunder (including the other Persons, with no further right to sublicense such rights, as necessary or desirable for Licensee to exercise its own rights under the Manufacturing Rights through multiple tierslicense in Section 2(a), but not for any other use (including any use for their own benefit) by such advertisers, distributors, vendors, suppliers and other Persons (an “Ancillary Sublicense”); B. to one or more Persons who leases one or more Theme Parks or operates or manages one or more of the Theme Parks on Licensee’s behalf (a “Theme Park Operator”), with the right of such Theme Park Operator to grant Ancillary Sublicenses but no other sublicenses, provided that Licensee or its agents must directly supervise all material aspects of such Theme Parks’ design and operation; C. as permitted in Section 12(b); and D. to its Affiliates (for clarity, including both current and future Affiliates, but only for so long as they remain Affiliates of Licensee, who have the applicable entity is an Affiliate of Vaxcyte); provided, that [***]. In the event that any Affiliate of Vaxcyte enters into an agreement with an Approved CMO or Approved Contractor that includes a sublicense of any of the Manufacturing Rights, then such agreement shall provide that, if such Affiliate ceases to be an Affiliate of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte further sublicensing rights in subsections (or another Affiliate of Vaxcyte), at Vaxcyte’s discretionA)-(C) above. (b) Vaxcyte, and Vaxcyte’s Affiliates to which Vaxcyte granted a sublicense under Section 2.3(a), may sublicense the Manufacturing Rights through a single tier to Approved CMOs and Approved Contractors for the benefit of Vaxcyte (but not, for clarity, for the independent commercial use of such Approved CMOs or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to this Section 2.3(b) shall be granted pursuant to a written agreement between the Approved CMO or Approved Contractor and Vaxcyte that [***]. With respect to any Approved CMO, and any Approved Contractor that will have access to, or use, Sutro Core Know-How: (i) Vaxcyte shall provide to Sutro Vaxcyte’s proposed agreement with such Approved CMO or Approved Contractor at least [***] prior to Vaxcyte executing such agreement, and Vaxcyte shall [***]; (ii) In the event any Approved CMO Each sublicense granted by Licensee or Approved Contractor breaches such agreement with Vaxcyte with respect to provisions Sublicensee shall be in writing and shall provide that Licensor is a third party beneficiary of such agreement sublicense, and that Licensor is entitled to enforce directly upon the Sublicensee the terms of this Agreement relating to safeguarding the Sutro Know-How Licensed Marks, including the sampling and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement (and to otherwise fully cooperate with Sutro in enforcing Sutro’s rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor in respect of such breach, [***]. Any amounts recovered by Sutro or Vaxcyte in enforcing any such claim shall be paid as follows: [***]; andquality control obligations set forth herein. (iii) Vaxcyte Each sublicense shall include not allow for further sublicensing, except for Ancillary Sublicenses. (iv) Licensee shall notify Licensor promptly of, and in no event more than ten (10) days after, entering into a sublicense, and upon Licensor’s request, shall provide Licensor with a copy of each such sublicense. (v) Licensee shall enforce the terms of each sublicense unless Licensor has agreed with Licensee that enforcement may be waived. (vi) Licensee shall remain liable to Licensor hereunder for any and all reasonably necessary damages suffered by Licensor or its Affiliates due to acts or omissions of any Sublicensee under any sublicense as if such acts or omissions were made by Licensee directly, provided that Licensor may not make a duplicate recovery against both Licensee and appropriate protections for Sutro’s applicable intellectual property rights (including provisions any Sublicensee with respect to effect Sutro’s ownership of the New IP) in any such agreement with an Approved CMO same act or Approved Contractor for manufacturing Extract, omission. A material breach by a Sublicensee of its sublicense (and such Approved CMO or Approved Contractor Licensee’s failure to prevent same) shall not be permitted thereunder constitute a material breach of this Agreement by Licensee for purposes of termination this Agreement pursuant to use any intellectual property Section 7(c)(i) unless (y) such Sublicensee does not cure such material breach within forty-five (45) days after (1) receipt of notice from either Licensor (with a copy to Licensee) or Discloser’s Information Licensee or (2) Licensor notifying Licensee of Sutrosuch matter, except in connection with the exercise of the Manufacturing Rights on behalf of Vaxcyte or (or as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide z) Licensee has not, after using reasonable best efforts to Sutro copies of have its Sublicensee cure such material breach, terminated the applicable contractual provisions in sublicense at the end of such agreement related to protection of Sutro’s intellectual property with such Approved CMO or Approved Contractor, and shall [***]forty-five (45) day period.

Sublicensing. Upon written approval from Licensor, Licensee may enter into sublicensing agreements with Sublicensees, provided that Licensee has current exclusive rights thereto in the Territory being sublicensed pursuant to Section 2.1 and subject to the following: a) Any sublicense granted by Licensee to a Sublicensee shall incorporate all of the terms and conditions of this Agreement, which shall be binding upon each Sublicensee as if such Sublicensee were a party to this Agreement. Licensee shall collect and guarantee all payments due Licensor from Sublicensee(s). In each such sublicense, the Sublicensee will be prohibited from granting further sublicenses; b) If Licensee becomes Insolvent, Licensor’s proportionate share of all payments then or thereafter due and owing to Licensee from its Sublicensees for the sublicense of the Patent Rights will, upon written notice from Licensor to any such Sublicensee, become payable directly to Licensor by Sublicensee for the account of Licensee; c) Licensee shall within thirty (30) days of: (a) Vaxcyte execution, provide Licensor with a copy of each sublicense granted by Licensee hereunder, and any amendments thereto or terminations thereof; and (b) receipt, summarize and deliver copies of all reports due to Licensee from Sublicensee(s); and d) If this Agreement is terminated for any reason, Licensor shall have the right sole option to extend Vaxcyte’s (a) terminate any or all sublicense(s) and all rights granted thereunder, or (b) require Licensee to immediately assign all of its right, title, and obligations hereunder (interest to all sublicense(s) to Licensor, including the right to sublicense receive all income from the Manufacturing Rights through multiple tiers) to its Affiliates (for claritysublicense(s). Licensee shall, including both current and future Affiliates, but only for so long as the applicable entity is an Affiliate of Vaxcyte); provided, that [***]. In the event that any Affiliate of Vaxcyte enters into an agreement with an Approved CMO or Approved Contractor that includes a sublicense of any of the Manufacturing Rights, then such agreement shall provide that, if such Affiliate ceases to be an Affiliate of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate execution of Vaxcyteeach sublicense, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate make the intended Sublicensee(s) aware of Vaxcyte), at Vaxcyte’s discretionthis contingency. (b) Vaxcyte, and Vaxcyte’s Affiliates to which Vaxcyte granted a sublicense under Section 2.3(a), may sublicense the Manufacturing Rights through a single tier to Approved CMOs and Approved Contractors for the benefit of Vaxcyte (but not, for clarity, for the independent commercial use of such Approved CMOs or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to this Section 2.3(b) shall be granted pursuant to a written agreement between the Approved CMO or Approved Contractor and Vaxcyte that [***]. With respect to any Approved CMO, and any Approved Contractor that will have access to, or use, Sutro Core Know-How: (i) Vaxcyte shall provide to Sutro Vaxcyte’s proposed agreement with such Approved CMO or Approved Contractor at least [***] prior to Vaxcyte executing such agreement, and Vaxcyte shall [***]; (ii) In the event any Approved CMO or Approved Contractor breaches such agreement with Vaxcyte with respect to provisions of such agreement relating to safeguarding the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement (and to otherwise fully cooperate with Sutro in enforcing Sutro’s rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor in respect of such breach, [***]. Any amounts recovered by Sutro or Vaxcyte in enforcing any such claim shall be paid as follows: [***]; and (iii) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property rights (including provisions to effect Sutro’s ownership of the New IP) in any such agreement with an Approved CMO or Approved Contractor for manufacturing Extract, and such Approved CMO or Approved Contractor shall not be permitted thereunder to use any intellectual property or Discloser’s Information of Sutro, except in connection with the exercise of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide to Sutro copies of the applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO or Approved Contractor, and shall [***].

Sublicensing. (a) Vaxcyte 2.2.1 Anebulo shall have the right be entitled to extend Vaxcyte’s rights and obligations hereunder sublicense (including the right to sublicense the Manufacturing Rights through multiple tiers) the rights granted to its Affiliates it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Anebulo, provided such person is not developing or commercialising any product (whether a pipeline asset or a marketed product) which (i) contains a CB1 antagonist or (ii) is for claritythe same indication covered or proposed to be covered by a Phase II Clinical Trial, including both current a Pivotal Clinical Trial, an application for a Marketing Authorisation or a granted Marketing Authorisation for the Licensed Product. If Anebulo or a Sublicensee wishes to grant a sub-license to any person that does not meet the above criteria then it shall not do so without Vernalis’ prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Anebulo grants a sublicence and future Affiliatesto which any further tiers of sublicence are granted, but only for so long as the applicable entity is an Affiliate of Vaxcyte); providedeach pursuant to this Clause 2.2.1, that [***]shall be a “Sublicensee”. In the event that any Affiliate Anebulo grants one or more sublicences pursuant to Clause 2.2.1, Anebulo shall remain responsible for all of Vaxcyte enters into an agreement its obligations under this Agreement and shall cause each Sublicensee to comply with an Approved CMO the applicable terms and conditions of this Agreement. If the acts or Approved Contractor that includes a sublicense omissions of any of the Manufacturing Rights, then such agreement shall provide that, if such Affiliate ceases Sublicensee cause Anebulo to be an Affiliate in breach of Vaxcyte prior to this Agreement, Anebulo shall be responsible for such agreement being assigned breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at Vaxcyte’s discretion. (b) VaxcyteAnebulo may have against the Sublicensee for breach of the sublicense; provided, and Vaxcyte’s Affiliates however, that if default by a Sublicensee of its material obligations gives rise to which Vaxcyte granted Vernalis’ right of termination under this Agreement, Vernalis shall not be entitled to terminate this Agreement if, within sixty (60) days after receipt of written notice thereof from Vernalis (or thirty (30) days in the case of breach of a sublicense under Section 2.3(apayment obligation), may Anebulo has either (i) caused such Sublicensee to take actions to cure such default, or (ii) terminated its sublicense the Manufacturing Rights through a single tier agreement with such Sublicensee and taken actions to Approved CMOs and Approved Contractors for the benefit of Vaxcyte (but not, for clarity, for the independent commercial use of cure such Approved CMOs or Approved Contractors)default. Each sublicense granted to an Approved CMO or Approved Contractor pursuant to this Section 2.3(b) Any such permitted sublicences shall be granted pursuant consistent with and expressly made subject to the terms and conditions of this Agreement. Anebulo shall provide a written copy of any sublicence agreement between executed by Anebulo or any Sublicensee to Vernalis within ten (10) Business Days of its execution, (which copy may be redacted to delete information not relevant to determining whether such sublicense is consistent with the Approved CMO or Approved Contractor and Vaxcyte that [***]. With provisions of this Agreement). 2.2.2 In the event of termination of this Agreement with respect to any Approved CMOVernalis Licensed Compound or Licensed Product, and any Approved Contractor sublicence granted by Anebulo pursuant to Clause 2.2.1 shall automatically terminate. In event of such termination, any Sublicensee that Anebulo notifies to Vernalis in writing is in good standing under its sublicense agreement with Company will have access tothe right to request a new direct license with Vernalis on substantially the same terms and conditions as those in this Agreement and Vernalis agrees to consider such request and negotiate any license in good faith, or use, Sutro Core Know-How: (i) Vaxcyte provided that Vernalis shall provide have no obligation to Sutro Vaxcyte’s proposed agreement with such Approved CMO or Approved Contractor at least [***] prior to Vaxcyte executing such agreement, and Vaxcyte shall [***]; (ii) In the event any Approved CMO or Approved Contractor breaches such agreement with Vaxcyte with respect to provisions of such agreement relating to safeguarding the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement (and to otherwise fully cooperate with Sutro in enforcing Sutro’s rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor in respect of such breach, [***]. Any amounts recovered by Sutro or Vaxcyte in enforcing grant any such claim shall be paid as follows: [***]; and (iii) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property rights (including provisions license or assume or agree to effect Sutro’s ownership of the New IP) any additional obligations beyond those set forth in any such agreement with an Approved CMO or Approved Contractor for manufacturing Extract, and such Approved CMO or Approved Contractor shall not be permitted thereunder to use any intellectual property or Discloser’s Information of Sutro, except in connection with the exercise of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide to Sutro copies of the applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO or Approved Contractor, and shall [***]this Agreement.

Sublicensing. (a) Vaxcyte Go shall have the right to extend Vaxcyte’s grant sublicenses under the license rights granted under Section 2.1, provided such sublicensee is approved by 800 and obligations hereunder Piestro (including each an “Approved Sublicensee”), which approval will not be unreasonably withheld, conditioned or delayed. For each proposed sublicensee, Go shall submit to 800 and Piestro for approval the right to sublicense (i) identity of the Manufacturing Rights through multiple tierssublicensee and information about its principals and management team; (ii) to its Affiliates the reason for the sublicense; (for clarity, including both current and future Affiliates, but only for so long as iii) the applicable entity is an Affiliate licensee fees or royalty rates, if any, (iv) other terms and conditions of Vaxcyte); providedthe sublicense and (v) any other information reasonably requested by 800 or Piestro to evaluate such proposed sublicensee. 800 and Piestro shall have five (5) business days from the date each receives all requested information to object to the proposed sublicensee. If 800 or Piestro do not respond within such five (5) business day period, that [***]then the non-responding party shall be deemed to have approved of such proposed sublicensee. In Any objection by 800 or Piestro must be in writing and reasonably detailed. Go may resubmit the event that any Affiliate of Vaxcyte enters into an agreement with an Approved CMO or Approved Contractor that includes a sublicense request for approval of any sublicensee and 800 and/or Piestro, as applicable shall have an additional five (5) business days from the date of such resubmission to object. Once a sublicensee is approved or deemed approved under this Section 2.4, such Approved Sublicensee shall be covered by the Manufacturing Rightslicense granted to Go pursuant to Section 2.1. The approval of sublicenses shall not be unreasonably denied, then such agreement conditioned or delayed, provided that all sublicenses shall be subject to the terms and conditions of this Agreement and the sublicense agreements provide that, if such Affiliate ceases : (a) no sublicense may exceed the scope of rights granted to be an Affiliate of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at Vaxcyte’s discretion. Go under this Agreement; (b) Vaxcytein the event of expiration or termination of this Agreement, all sublicense rights will terminate automatically effective as of the expiration or termination date of this Agreement (provided, any Approved Sublicensee will be afforded the the post-termination rights of Go set forth in Section 14(d)(ii) of the Sales Representative Agreement); (c) Go shall require all sublicensees to agree in writing to be bound by the applicable terms and Vaxcyte’s Affiliates to which Vaxcyte granted a conditions of this Agreement; and (d) the sublicense under Section 2.3(a), may sublicense the Manufacturing Rights through a single tier to Approved CMOs agreements shall provide that 800 and Approved Contractors for the benefit of Vaxcyte (but not, for clarity, for the independent commercial use Piestro are third party beneficiaries with enforcement rights of such Approved CMOs or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to this Section 2.3(b) shall be granted pursuant to a written agreement between the Approved CMO or Approved Contractor and Vaxcyte that [***]. With respect to any Approved CMO, and any Approved Contractor that will have access to, or use, Sutro Core Know-How: (i) Vaxcyte shall provide to Sutro Vaxcyte’s proposed agreement with such Approved CMO or Approved Contractor at least [***] prior to Vaxcyte executing such agreement, and Vaxcyte shall [***]; (ii) In the event any Approved CMO or Approved Contractor breaches such agreement with Vaxcyte with respect to provisions of such agreement relating to safeguarding the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement (and to otherwise fully cooperate with Sutro in enforcing Sutro’s rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor in respect of such breach, [***]. Any amounts recovered by Sutro or Vaxcyte in enforcing any such claim shall be paid as follows: [***]; and (iii) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property rights (including provisions to effect Sutro’s ownership of the New IP) in any such agreement with an Approved CMO or Approved Contractor for manufacturing Extract, and such Approved CMO or Approved Contractor shall not be permitted thereunder to use any intellectual property or Discloser’s Information of Sutro, except in connection with the exercise of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide to Sutro copies of the applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO or Approved Contractor, and shall [***]respective Licensed Marks.

Sublicensing. 2.2.1 The Company shall be entitled to grant Sublicenses to any Person (and such Person shall be entitled to grant further sublicenses which shall also be considered Sublicenses for purposes of this Agreement), provided that: (A) the Sublicense is for monetary consideration only and (B) the Sublicense is granted according to a written appropriate and binding Sublicensing agreement that (i) affords protection of the rights of Ichilov Tech and the Ichilov Tech Related Entities in a manner substantially similar to the protection provided by this Agreement, mutatis mutandis, or such other terms as may be agreed to in writing by the Ichilov Tech; (ii) is consistent with the terms of the License and this Agreement; (iii) includes, inter alia, the following terms: (a) Vaxcyte subject to the provisions of Section 2.2.3 below, the Sublicense shall expire automatically upon termination of the License by Ichilov Tech for any reason and the Sublicensee shall have no claims and/or demands of whatever type and nature against Ichilov Tech and/or any Ichilov Tech Related Entity, including in the event of termination of the License by Ichilov Tech; (b) provisions relating to confidentiality similar to those specified herein (c) provisions entitling the Company and Ichilov Tech to terminate the Sublicense according to the terms entitling Ichilov Tech to terminate the License, mutatis mutandis. An advanced draft of the Sublicense agreement is furnished to Ichilov Tech prior to the execution of a Sublicense agreement in order to provide Ichilov Tech with an opportunity to comment, which comments the Company shall make good-faith efforts to address. The Company shall be entitled to grant Sublicenses to any Affiliate, whether or not such Sublicense is for monetary consideration in accordance with the terms set forth in this Section 2.2.1 (B) and (C) above. 2.2.2 The Company shall also be entitled to grant a Sublicense even if it does not comply with the terms set forth above, provided that the terms of the Sublicense are furnished to Ichilov Tech prior the execution of a Sublicense agreement and the Sublicense is approved, in writing, by Ichilov Tech; such approval not to be unreasonably withheld or delayed. Ichilov Tech's failure to approve or disapprove the Sublicense agreement within 14 (fourteen) business days from the date of its receipt shall be deemed as an approval in writing of the Sublicense agreement. 2.2.3 In the event of termination of the License, any Sublicense that has been granted pursuant to the Company’s License shall terminate to the extent that the License is terminated; provided, however, that, for each Sublicense granted in accordance with the provisions of Section 2.2.1 and 2.2.2 above, upon termination of the License with the Company, if the Sublicensee is not then in breach of its Sublicense agreement with the Company such that the Company would have the right to extend Vaxcyte’s rights and obligations hereunder (including terminate such Sublicense, Ichilov Tech shall be obligated at the right request of such Sublicensee, to sublicense the Manufacturing Rights through multiple tiers) to its Affiliates (for clarity, including both current and future Affiliates, but only for so long as the applicable entity is an Affiliate of Vaxcyte); provided, that [***]. In the event that any Affiliate of Vaxcyte enters enter into an a new license agreement with an Approved CMO or Approved Contractor any Sublicensee on substantially the same terms as those contained in this Agreement, provided that includes a sublicense of any of the Manufacturing Rights, then such agreement terms shall provide thatbe amended, if necessary, to the extent required to ensure that such Affiliate ceases to be an Affiliate of Vaxcyte prior to such Sublicense agreement being assigned does not impose any obligations or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at Vaxcyte’s discretion. (b) Vaxcyte, and Vaxcyte’s Affiliates to which Vaxcyte granted a sublicense under Section 2.3(a), may sublicense the Manufacturing Rights through a single tier to Approved CMOs and Approved Contractors for the benefit of Vaxcyte (but not, for clarity, for the independent commercial use of such Approved CMOs or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to this Section 2.3(b) shall be granted pursuant to a written agreement between the Approved CMO or Approved Contractor and Vaxcyte that [***]. With respect to any Approved CMO, and any Approved Contractor that will have access to, or use, Sutro Core Know-How: liabilities (i) Vaxcyte shall provide on the Company (without derogating from any liability due to Sutro Vaxcytethe Company’s proposed agreement with breach or such Approved CMO other liabilities that survive the termination of the Agreement), or Approved Contractor at least [***] prior to Vaxcyte executing such agreement, and Vaxcyte shall [***]; (ii) In the event on Ichilov Tech and/or any Approved CMO or Approved Contractor breaches such agreement with Vaxcyte with respect to provisions of such agreement relating to safeguarding the Sutro Know-How and Sutro Core Know-HowIchilov Tech Related Entity which are not included in this Agreement, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement (and to otherwise fully cooperate with Sutro in enforcing Sutro’s rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor in respect of such breach, [***]. Any amounts recovered by Sutro or Vaxcyte in enforcing any such claim shall be paid as follows: [***]; and (iii) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property rights (including provisions to effect Sutro’s ownership of the New IP) in any such agreement with an Approved CMO or Approved Contractor for manufacturing Extract, and such Approved CMO or Approved Contractor shall not be permitted thereunder to use any intellectual property or Discloser’s Information of Sutro, except in connection with the exercise of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide to Sutro copies of the applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO or Approved Contractor, and shall [***]applied mutatis mutandis.

Sublicensing. IGL Pharma hereby grants to QSAM (and any sublicensee) the right to enter into a Sublicense Agreement subject to the following: (a) Vaxcyte shall have The Sublicense Agreement cannot exceed the right scope and rights granted to extend Vaxcyte’s rights QSAM hereunder. Sublicensee must agree in writing to be bound by at least the following sections, as if they are QSAM: Section 2.2 (Sublicensing), Section 2.3 (Sublicenses on Termination), Section 3.1(l), Article 5 (Commercialization Payments), Article 6 (Record Keeping and obligations hereunder Audits), Section 7.1 (including the right to sublicense the Manufacturing Rights through multiple tiersDevelopment), Article 8 (Confidentiality and Publicity), Section 10.1 (Indemnification of IGL Pharma), Section 10.3 (Conditions of Indemnification), Section 10.5 (Insurance) to its Affiliates and Section 14.11 (for clarity, including both current and future Affiliates, but only for so long as the applicable entity is an Affiliate Patent Challenge) of Vaxcyte); provided, that [***]this Agreement. In the event that any Affiliate of Vaxcyte enters into an agreement termination of this Agreement, continued sublicense rights shall be governed by Section 2.3 below. QSAM has the right to grant a sublicensee the right to grant further sub-Sublicense Agreements consistent with an Approved CMO or Approved Contractor that includes a sublicense this Agreement, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-sublicensees shall be treated as “sublicensees” for purposes of any of the Manufacturing Rights, then such agreement shall provide that, if such Affiliate ceases to be an Affiliate of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at Vaxcyte’s discretion.this Agreement; (b) Vaxcyte, QSAM must deliver to IGL Pharma a complete and Vaxcyte’s Affiliates to which Vaxcyte accurate copy of each fully executed Sublicense Agreement granted by QSAM or a sublicense under Section 2.3(a), may sublicense the Manufacturing Rights through a single tier to Approved CMOs and Approved Contractors for the benefit of Vaxcyte (but not, for clarity, for the independent commercial use of such Approved CMOs or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to this Section 2.3(b) shall be granted pursuant to a written agreement between the Approved CMO or Approved Contractor and Vaxcyte that [***]. With respect to any Approved CMOsublicensee, and any Approved Contractor that will have access tomodification or termination thereof, within sixty (60) days following the applicable execution, modification, or usetermination of such Sublicense Agreement. If the Sublicense Agreement is not in English, Sutro Core Know-How: (i) Vaxcyte QSAM shall provide IGL Pharma an accurate English translation, in addition to Sutro Vaxcyte’s proposed agreement a copy of the original agreement. If IGL Pharma has any concerns with such Approved CMO or Approved Contractor at least [***] prior to Vaxcyte executing such agreementSublicense Agreement, IGL Pharma will promptly notify QSAM and Vaxcyte shall [***]; (ii) In the event any Approved CMO or Approved Contractor breaches such agreement with Vaxcyte with respect to provisions of such agreement relating to safeguarding the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte QSAM will use Commercially Reasonable Efforts to enforce work with IGL Pharma and any such agreement (and sublicensee to otherwise fully cooperate with Sutro in enforcing Sutro’s rights in Sutro Know-How and Sutro Core Know-How) against address such Approved CMO or Approved Contractor in respect of such breach, [***]concerns. Any amounts recovered by Sutro or Vaxcyte in enforcing any such claim shall be paid as follows: [***]Sublicense Agreement is Confidential Information; and (iiic) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property rights (including provisions to effect Sutro’s ownership of the New IP) in Notwithstanding any such agreement with an Approved CMO Sublicense Agreement, QSAM will remain primarily liable to IGL Pharma for all of QSAM’s duties and obligations contained in this Agreement, including without limitation the payment of royalties whether or Approved Contractor for manufacturing Extract, and such Approved CMO or Approved Contractor shall not be permitted thereunder paid to use any intellectual property or Discloser’s Information of Sutro, except in connection with the exercise of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized QSAM by Sutro in writing). Vaxcyte shall provide to Sutro copies of the applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO or Approved Contractor, and shall [***]a sublicensee.

Sublicensing. (a) Vaxcyte GSK shall have the right to extend Vaxcytegrant sublicenses to (a) Affiliates and/or (b) Third Parties for use in any QS-21 Vaccines, to the license rights granted to GSK in Section 2.1 above, subject to the following terms and conditions: (a) GSK may grant sublicenses to Affiliates and/or Third Parties (i) for Exclusive Vaccines without Antigenics MA’s rights prior written consent provided that the Sublicensee will practice the Licensed Patent Rights and obligations hereunder Licensed Technology only to the extent granted to GSK under this Agreement and GSK and the Sublicensee will comply with the remaining provisions of this Section 2.2; and (including ii) for all other QS-21 Vaccines as part of a license or sublicense to GSK’s proprietary adjuvant systems, with Antigenics MA’s consent (such consent not to be unreasonably withheld), provided that the Sublicensee will practice the Licensed [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Patent Rights and Licensed Technology only to the extent granted to GSK under this Agreement and GSK and the Sublicensee will comply with the remaining provisions of this Section 2.2, and provided further that Antigenics MA receives Sublicense Revenues in accordance with the terms of the License Agreement for at least as long as Antigenics MA has the right to sublicense receive payments under the Amended Manufacturing Rights through multiple tiers) to its Affiliates (for clarityAgreement. For the avoidance of doubt, including both current and future Affiliates, but only for so long as the applicable entity is an Affiliate of Vaxcyte); provided, that [***]. In the event that any Affiliate of Vaxcyte enters into an agreement with an Approved CMO or Approved Contractor that includes a sublicense of any of the Manufacturing Rights, then such agreement shall provide that, if such Affiliate ceases to be an Affiliate of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at Vaxcyte’s discretion. (b) Vaxcyte, and Vaxcyte’s Affiliates to which Vaxcyte granted a sublicense under Section 2.3(a), may sublicense the Manufacturing Rights through a single tier to Approved CMOs and Approved Contractors for the benefit of Vaxcyte (but not, for clarity, for the independent commercial use of such Approved CMOs or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to this Section 2.3(b) shall be granted pursuant to a written agreement between the Approved CMO or Approved Contractor and Vaxcyte that [***]. With respect to any Approved CMO, and any Approved Contractor that will have access to, or use, Sutro Core Know-How: (i) Vaxcyte shall provide to Sutro Vaxcyte’s proposed agreement with such Approved CMO or Approved Contractor at least [***] prior to Vaxcyte executing such agreement, and Vaxcyte shall [***]; (ii) In the event any Approved CMO or Approved Contractor breaches such agreement with Vaxcyte with respect to provisions of such agreement relating to safeguarding the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement (and to otherwise fully cooperate with Sutro in enforcing Sutro’s rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor in respect of such breach, [***]. Any amounts recovered by Sutro or Vaxcyte in enforcing any such claim shall be paid as follows: [***]; and (iii) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property rights (including provisions to effect Sutro’s ownership of the New IP) in any such agreement with an Approved CMO or Approved Contractor for manufacturing Extract, and such Approved CMO or Approved Contractor it shall not be permitted thereunder deemed unreasonable for Antigenics MA to use any intellectual property withhold consent under Section 2.1(a)(ii) in the event the Third Party Sublicensee is seeking to develop and commercialize their own products containing QS-21 outside of a research, development and/or commercial collaboration or Discloser’s Information of Sutro, except cross-license arrangement with GSK and Antigenics MA does not receive Sublicense Revenues in connection accordance with the exercise foregoing. For purpose of clarification, GSK shall have no obligation to seek prior consent or notify and/or provide Antigenics MA a copy of such a sublicense agreement in the case where GSK grants a sublicense to a Third Party for research purpose only and does not get any Sublicense Revenue from that Third Party. The right of Antigenics MA to receive Sublicense Revenues as set forth in this paragraph shall survive any expiration or termination of this Agreement. In addition, for purposes of clarity, the title of Section 10.4 of the Manufacturing Rights on behalf License Agreement is hereby amended to read: “Termination or Continuation for Bankruptcy of Vaxcyte (or as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide to Sutro copies Antigenics MA; Effects of Termination of this Agreement”, and Section 10.4(c) of the applicable contractual provisions in such agreement related License Agreement is hereby amended by adding reference to protection Section 2.2 to the second sentence. For the avoidance of Sutro’s intellectual property with such Approved CMO doubt, upon expiration of the License Agreement any existing Sublicensee or Approved Contractor, further Sublicensee shall continue to be a direct Sublicensee(s) of GSK and shall [***]not become a direct licensee of Antigenics MA.

Sublicensing. (a) Vaxcyte Section 7.2(a) of the A&R Collaboration Agreement is hereby deleted in its entirety and replaced with the following. “7.2(a) Scope of Permissible Sublicensing (i) Subject to Section 7.2(b), the licenses and rights of reference (and access) granted by Galapagos to Gilead under this Agreement or the Transition & Amendment Agreement may be sublicensed by Gilead through multiple tiers without any requirement of consent, provided that Gilead shall be liable for any act or omission of any such Sublicensee that is a breach of any of Gilead’s obligations under this Agreement as though the same were a breach by Gilead, and Galapagos shall have the right to extend Vaxcyte’s proceed directly against Gilead with respect to such breach without any obligation to first proceed against such Sublicensee. (ii) Subject to Section 7.2(b), the licenses and rights of reference (and access) granted by Gilead to Galapagos, or its Affiliates, under this Agreement or the Transition & Amendment Agreement (other than under Section 10.2(b)(i)(A) of the Transition & Amendment Agreement) may be sublicensed by Galapagos through multiple tiers without any requirement of consent, provided that Galapagos shall be liable for any act or omission of any such Sublicensee that is a breach of any of Galapagos’ obligations hereunder (including under this Agreement as though the same were a breach by Galapagos, and Gilead shall have the right to sublicense the Manufacturing Rights through multiple tiers) to its Affiliates (for clarity, including both current and future Affiliates, but only for so long as the applicable entity is an Affiliate of Vaxcyte); provided, that [***]. In the event that any Affiliate of Vaxcyte enters into an agreement proceed directly against Galapagos with an Approved CMO or Approved Contractor that includes a sublicense of any of the Manufacturing Rights, then such agreement shall provide that, if such Affiliate ceases to be an Affiliate of Vaxcyte prior respect to such agreement being assigned or transferred breach without any obligation to Vaxcyte or another Affiliate of Vaxcyte, first proceed against such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at Vaxcyte’s discretionSublicensee.” (b) VaxcyteSection 7.2(b) of the A&R Collaboration Agreement is hereby deleted in its entirety and replaced with the following. “Any sublicenses granted under the licenses set forth in Section 7.1 of this Agreement or Section 10.2 of the Transition & Amendment Agreement shall be under a written sublicense agreement (each, a “Sublicense Agreement”). Gilead shall use reasonable efforts to provide that each Sublicense Agreement entered by Gilead requires the Sublicensee to provide the following to Galapagos if this Agreement terminates, and Vaxcyte’s Affiliates to Gilead if only such Sublicense Agreement terminates: (i) the assignment and transfer of ownership and possession of, or a right of reference to, all Regulatory Materials and Regulatory Approvals controlled by such Sublicensee with respect to any Licensed Product (which Vaxcyte granted a sublicense assignment or right of reference may also be provided directly to Gilead prior to any such termination), but solely to the extent such assignment and transfer, or right of reference, would be required of Gilead under Section 2.3(a15.6, and (ii) the assignment of, or a freely sublicensable exclusive license to, all intellectual property (including Patents) controlled by such Sublicensee that covers or embodies a Licensed Product or its respective use, manufacture, sale, or importation and was conceived, discovered, developed or otherwise made by or on behalf of such Sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to such Sublicense Agreement, but solely to the extent such assignment or exclusive license would be required of Gilead under Section 15.6(a). Galapagos shall use reasonable efforts to provide that each Sublicense Agreement entered by Galapagos requires the Sublicensee to provide the following to Galapagos if such Sublicense Agreement terminates: (x) the assignment and transfer of ownership and possession of, or a right of reference to, all Regulatory Materials and Regulatory Approvals controlled by such Sublicensee with respect to any Licensed Product (which assignment or right of reference may also be provided directly to Galapagos prior to any such termination), may sublicense but solely to the Manufacturing Rights through extent such assignment and transfer, or right of reference, would be required of Galapagos under Section 15.6, and (y) the assignment of, or a single tier to Approved CMOs freely sublicensable exclusive license to, all intellectual property (including Patents) controlled by such Sublicensee that covers or embodies a Licensed Product or its respective use, manufacture, sale, or importation and Approved Contractors for the benefit of Vaxcyte (but notwas conceived, for claritydiscovered, for the independent commercial use developed or otherwise made by or on behalf of such Approved CMOs Sublicensee during the exercise of its rights or Approved Contractorsfulfillment of its obligations pursuant to such Sublicense Agreement, but solely to the extent such assignment or exclusive license would be required of Galapagos under Section 15.6(a). Each sublicense granted Sublicense Agreement shall be subject to an Approved CMO or Approved Contractor pursuant to the applicable terms and conditions of this Agreement. For clarity, in the case of any subcontractor, this Section 2.3(b7.2(b) shall be granted pursuant to a written agreement between the Approved CMO or Approved Contractor and Vaxcyte that [***]. With respect to any Approved CMO, and any Approved Contractor that will have access to, or use, Sutro Core Know-How: (i) Vaxcyte shall provide to Sutro Vaxcyte’s proposed agreement with such Approved CMO or Approved Contractor at least [***] prior to Vaxcyte executing such agreement, and Vaxcyte shall [***]; (ii) In the event any Approved CMO or Approved Contractor breaches such agreement with Vaxcyte with respect to provisions of such agreement relating to safeguarding the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement (and to otherwise fully cooperate with Sutro in enforcing Sutro’s rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor in respect of such breach, [***]. Any amounts recovered by Sutro or Vaxcyte in enforcing any such claim shall be paid as follows: [***]; and (iii) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property rights (including provisions to effect Sutro’s ownership of the New IP) in any such agreement with an Approved CMO or Approved Contractor for manufacturing Extract, and such Approved CMO or Approved Contractor shall not be permitted thereunder to use any intellectual property or Discloser’s Information of Sutro, except in connection with the exercise of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide to Sutro copies of apply but the applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property Party shall comply with such Approved CMO or Approved Contractor, and shall [***]Section 3.8.”

Sublicensing. Alexion may grant sublicenses under Section 2.1 on a Product-by- Product basis (a) Vaxcyte shall have the right to extend Vaxcyte’s rights and obligations hereunder (including with the right to sublicense the Manufacturing Rights through multiple tierstiers only as set forth in this Section 2.2); provided that, in the case of sublicenses granted to Affiliates and Third Parties: (a) Alexion and its Affiliates shall not grant a sublicense (and no Sublicensee shall grant a sub-sublicense) to its Affiliates (for clarity, including both current and future Affiliates, but only for so long as the applicable entity is an Affiliate of Vaxcyte); provided, that [***]. In the event that any Affiliate of Vaxcyte enters into an agreement with an Approved CMO or Approved Contractor that includes a sublicense of any of the Manufacturing Rights, then such agreement shall provide that, if such Affiliate ceases to be an Affiliate of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at Vaxcyte’s discretion.LNP Competitor; (b) Vaxcytein the case of Third Party Sublicensees, each sublicense and sub-sublicense is in writing and on terms consistent with, and Vaxcyte’s subject to, the terms of this Agreement and is granted to a Permitted Contractor or in connection with a grant of a license under Intellectual Property owned or controlled by Alexion or its Affiliates to which Vaxcyte granted Develop, Manufacture or Commercialize a Product; (c) each sublicense under Section 2.3(a), may and sub-sublicense the Manufacturing Rights through provides that Arbutus is a single tier to Approved CMOs and Approved Contractors for the benefit of Vaxcyte (but not, for clarity, for the independent commercial use third party beneficiary of such Approved CMOs sublicense or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to this Section 2.3(b) shall be granted pursuant to a written agreement between the Approved CMO or Approved Contractor and Vaxcyte that [***]. With respect to any Approved CMOsub-sublicense, as applicable, and has the right to enforce directly against the Sublicensee or sub-Sublicensee, as applicable, the breach by the Sublicensee or sub-Sublicensee, as applicable, of any Approved Contractor that will term of the sublicense or sub-sublicense agreement to the extent such breach adversely affects Arbutus and would have access tobeen a breach under this Agreement; (d) upon termination of this Agreement, or use, Sutro Core Know-How: any sublicenses shall convert into a direct license from Arbutus; provided the Sublicensee (i) Vaxcyte shall provide to Sutro Vaxcyte’s proposed agreement with such Approved CMO or Approved Contractor at least [***] prior to Vaxcyte executing such is not then in breach of the sublicense agreement, (ii) agrees in writing to be bound to Arbutus as a licensee under the terms and Vaxcyte conditions of this Agreement, and (iii) agrees in writing that in no event shall [***]Arbutus assume any obligations or liability, or be under any obligation or requirement of performance that extends beyond Arbutus’ obligations and liabilities under this Agreement; (iie) In in the event any Approved CMO case of Third Party Sublicensees, Alexion promptly provides Arbutus with a copy of the executed sublicense within 30 days following its execution or Approved Contractor breaches in the case of a sub-sublicense, within 30 days following Alexion’s receipt thereof, with such agreement reasonable redaction as Alexion or its Sublicensee may make; provided that such redactions do not include provisions necessary to demonstrate compliance with Vaxcyte with respect to provisions the requirements of such agreement relating to safeguarding the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement (and to otherwise fully cooperate with Sutro in enforcing Sutro’s rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor in respect of such breach, [***]. Any amounts recovered by Sutro or Vaxcyte in enforcing any such claim shall be paid as follows: [***]this Agreement; and (iiif) Vaxcyte the grant of such sublicense shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property rights (including provisions to effect Sutro’s ownership not relieve Alexion of the New IP) in any such agreement with an Approved CMO or Approved Contractor for manufacturing Extractits obligations under this Agreement, and Alexion will be responsible for any and all obligations of such Approved CMO or Approved Contractor shall not be permitted thereunder to use any intellectual property or Discloser’s Information of Sutro, except in connection with the exercise of the Manufacturing Rights on behalf of Vaxcyte (or Sublicensee as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide to Sutro copies of the applicable contractual provisions in if such agreement related to protection of Sutro’s intellectual property with such Approved CMO or Approved Contractor, and shall [***]Sublicensee were “Alexion” hereunder.

Sublicensing. (a) Vaxcyte shall have the right to extend Vaxcyte’s rights and obligations hereunder (including the right If CUBIST proposes to sublicense to a Third Party any rights to distribute promote, market or sell Product in the Manufacturing Rights through multiple tiersUnited States and/or in more than [*] Major Markets in the European Union, then CUBIST will notify XTL in writing thereof. If, within thirty (30) days after XTL has received such notice from XTL, XTL notifies CUBIST in writing that it wishes to its Affiliates (negotiate to become CUBIST’s Sublicensee with respect to the activities to distribute, promote, market or sell Product described in CUBIST’s notice with respect to such countries, then the Parties shall negotiate in good faith for claritya period of [*] days to see if the Parties can reach agreement on commercially reasonable terms pursuant to which XTL would serve as such Sublicensee. During the [*] day period in which CUBIST and XTL are negotiating pursuant to this Section 2.5, including both current such negotiations shall be exclusive and future AffiliatesCUBIST cannot carry on discussions or negotiations with any Third Party regarding the opportunity to serve as such Sublicensee in such countries. If XTL and CUBIST cannot reach agreement on such terms within such [*] days, but only for so long as the applicable entity is an Affiliate of Vaxcyte)then CUBIST shall be free to enter into negotiations and discussions with such Third Party, and grant such a sublicense to such Third Party; provided, that however, in no *Confidential Treatment Requested. Material has been omitted and filed separately with the Commission. event will CUBIST grant such a sublicense to such Third Party on terms, considered in the totality of the circumstances, any less favorable to CUBIST than the terms last offered or proposed by XTL pursuant to the preceding provisions of this Section 2.5 without providing XTL with written notice of such terms and giving XTL [***]. In the event that any Affiliate of Vaxcyte enters into an agreement with an Approved CMO or Approved Contractor that includes a sublicense of any of the Manufacturing Rights, then such agreement shall provide that, if such Affiliate ceases ] days to be an Affiliate of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at Vaxcyte’s discretionaccept them. (b) VaxcyteWithout limiting clause (a) above, if CUBIST proposes to sublicense to a Third Party any rights to distribute promote, market, and Vaxcyte’s Affiliates sell Product [*], then CUBIST will notify XTL in writing thereof and thereafter, XTL, to which Vaxcyte granted a sublicense under Section 2.3(a)the extent that it remains so interested, may sublicense the Manufacturing Rights through a single tier to Approved CMOs and Approved Contractors for the benefit of Vaxcyte (but not, for clarity, for the independent commercial use of such Approved CMOs or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to this Section 2.3(b) shall be granted pursuant included among the interested parties with whom CUBIST holds discussions for such rights until such time as CUBIST selects the party with whom it wishes to enter into negotiations for a written definitive agreement between for such rights. XTL acknowledges that beyond inclusion and participation in the Approved CMO discussions for such rights, XTL has no additional right or Approved Contractor and Vaxcyte that [***]. With respect to any Approved CMOexpectation whatsoever, and any Approved Contractor that will have access to, or use, Sutro Core Know-How: (i) Vaxcyte shall provide CUBIST has no additional obligation to Sutro Vaxcyte’s proposed agreement with such Approved CMO or Approved Contractor at least [***] prior to Vaxcyte executing such agreement, and Vaxcyte shall [***]; (ii) In the event any Approved CMO or Approved Contractor breaches such agreement with Vaxcyte with respect to provisions of such agreement relating to safeguarding the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement (and to otherwise fully cooperate with Sutro in enforcing Sutro’s rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor XTL in respect of such breach, [***]. Any amounts recovered by Sutro or Vaxcyte in enforcing any such claim shall be paid as follows: [***]; andrights under this Section 2.5(b). (iiic) Vaxcyte Notwithstanding anything expressed or implied in this Section 2.5, in the event of a Change of Control of CUBIST, XTL’s rights under this Section 2.5 shall include all reasonably necessary terminate (except with respect to any separate written agreement entered into between CUBIST and appropriate protections for Sutro’s applicable intellectual property rights (including provisions XTL prior to effect Sutro’s ownership the effective date of the New IP) in any such agreement with an Approved CMO or Approved Contractor for manufacturing Extract, and such Approved CMO or Approved Contractor shall not be permitted thereunder to use any intellectual property or Discloser’s Information Change of Sutro, except in connection Control; provided that CUBIST has promptly complied with the exercise notice provisions set forth in this Section 2.5 prior to such Change of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized by Sutro in writingControl). Vaxcyte shall provide to Sutro copies of the applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO or Approved Contractor, and shall [***].

Sublicensing. (a) Vaxcyte shall have Except as set out in item 5 of the right Details Schedule: (i) the Licensee may only grant sublicences of the Licence granted to extend Vaxcyte’s rights and obligations hereunder it under this clause 3 where the proposed sublicensee is approved by the Licensor in writing; and (including ii) the right to sublicense the Manufacturing Rights through multiple tiersLicensor will not unreasonably withhold approval, but may withhold approval (or revoke approval) to its Affiliates (for clarityon reasonable grounds, including both current and future Affiliatesbased on the risk, but only for so long as the applicable entity is an Affiliate of Vaxcyte); provided, that [***]. In the event that any Affiliate of Vaxcyte enters into an agreement with an Approved CMO financial status or Approved Contractor that includes a sublicense of any reputation of the Manufacturing Rights, then such agreement shall provide that, if such Affiliate ceases to be an Affiliate of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at Vaxcyte’s discretionsublicensee. (b) VaxcyteExcept where sublicence rights are expressly limited in item 5 of the Details Schedule and subject to the further requirements under this clause 3.3, and Vaxcyte’s Affiliates to which Vaxcyte granted a sublicense under Section 2.3(a), may sublicense the Manufacturing Rights through a single tier to Approved CMOs and Approved Contractors for Licensor approves the benefit sublicence of Vaxcyte (but not, for clarity, for the independent commercial use of such Approved CMOs or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to this Section 2.3(b) shall be granted pursuant to a written agreement between Licensed IPR by the Approved CMO or Approved Contractor and Vaxcyte that [***]. With respect to any Approved CMO, and any Approved Contractor that will have access Licensee to, or use, Sutro Core Know-How: (i) Vaxcyte shall provide any sublicensees and for the purposes set out in the Commercialisation Business Plan; and (ii) purchasers of Product, but only to Sutro Vaxcyte’s proposed the extent required to enable those customers to receive the benefit of the Product. (c) The Licensee must ensure that all sublicences of the Licensed IPR are consistent with its obligations under this Agreement. Without limitation, unless otherwise approved by the Licensor, the sublicence agreement must include provisions to the effect that: (i) the sublicensee must observe terms similar to, consistent with such Approved CMO or Approved Contractor and at least [***] prior to Vaxcyte executing such agreement, as onerous as those contained in this Agreement so far as they are capable of observance and Vaxcyte shall [***]performance by the sublicensee; (ii) In the event any Approved CMO sublicence will be personal to the sublicensee and will not be assignable, nor will the sublicensee have the right to sublicense; (iii) the Licensee may terminate the sublicence without compensation or Approved Contractor breaches notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be done by the Licensee, give the Licensor the right to terminate this Agreement; (iv) such agreement with Vaxcyte with respect to provisions sublicence is capable of such agreement relating to safeguarding being terminated at the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement Licensor's sole discretion at the same time as the termination of (and to otherwise fully cooperate with Sutro in enforcing Sutro’s or exercise by the Licensor of its rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Approved Contractor under clause 15.5 in respect of such breach, [***]. Any amounts recovered by Sutro of) this Agreement or Vaxcyte in enforcing any such claim shall be paid as follows: [***]licences granted under it; and (iiiv) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property the Licensor has audit rights (including provisions to effect Sutro’s ownership in respect of the New IPsublicensee equivalent to the Licensor’s rights to audit the Licensee under clause 6 of this Agreement. (d) in The Licensee must notify the Licensor promptly of any such agreement sublicence entered into and provide the Licensor with an Approved CMO or Approved Contractor for manufacturing Extracta copy of the sublicence terms (excluding financial payment terms and any personal information). In respect of sublicences to purchasers of Products, and such Approved CMO or Approved Contractor shall not be permitted thereunder 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 intellectual property sublicensee are considered for the purposes of this Agreement to be the acts or Discloser’s Information of Sutro, except in connection with the exercise omissions of the Manufacturing Rights on behalf of Vaxcyte Licensee. Guidance Note for clause 3.4: This template does not provide for technology transfer services (eg instruction and training, maintenance services, show- how, help desk or as otherwise may be authorized by Sutro in writingpersonnel support etc). Vaxcyte shall This clause does allow for the parties to agree to 'Materials' that the Licensor will provide to Sutro copies of the applicable contractual provisions in such agreement related Licensee to protection of Sutro’s intellectual property assist with such Approved CMO exercising the Licensee's rights. For example, this may include prototypes, samples or Approved Contractordocumentation. If the Licensee requires additional services, and shall [***]the simplest approach is to use a separate agreement.