Breach under Bellus License Agreement. In the event of any default, breach or violation by FB Health of the Bellus License Agreement, Bellus shall promptly notify ​ in writing of such breach, and ​ shall have the right, but not the obligation, to cure such default, breach or violation on behalf of FB Health within [ * ] after ​’s receipt from Bellus of written notification of such default, breach or violation. During such [ * ] cure period, Bellus shall not terminate the Bellus License Agreement as a result of such breach.

No Breach. Bellus confirms that, as of the date of this Letter Agreement: # the Bellus License Agreement remains in full force and effect; and # it has not given any notice to FB Health of any breach by FB Health under the Bellus License Agreement.

Option to Obtain a License Directly from Bellus Upon Termination of the Bellus License Agreement. In the event Bellus has the right to terminate the Bellus License Agreement for any reason, and the ​ Sublicense Agreement is in force and effect as of the proposed date of termination of the Bellus License Agreement, Bellus shall promptly notify ​, and ​ shall have the right to obtain directly from Bellus, a license agreement on substantially the same terms and conditions set forth in the Bellus License Agreement (such right, the “License Option”). ​ may exercise the License Option by providing a written notice to Bellus within [ * ] from the date that Bellus notifies ​ that Bellus has the right to terminate the Bellus License Agreement. If ​ exercises the License Option, Bellus shall enter into a license agreement directly with ​ (the “New License Agreement”) on substantially the same terms and conditions as those set forth in the Bellus License Agreement; provided, however, # that Bellus shall agree in the New License Agreement to terms providing that in no event shall ​ be liable to Bellus for any actual or alleged breach by FB Health of the Bellus License Agreement; # that the financial terms of the New License Agreement shall in no event be greater than the corresponding financial terms set forth in the Bellus License Agreement; and # that in no event shall Bellus be obligated to accept provisions in any New License Agreement unless such provisions correspond to rights granted, or covenants made, by Bellus to FB Health under the Bellus License Agreement. Bellus shall not terminate the Bellus License Agreement until the New License Agreement is fully executed and in full force and effect. FB Health acknowledges and agrees that all of ​’s payment obligations under the ​ Sublicense Agreement shall automatically terminate upon execution of the New License Agreement to the extent that they are required payments under the New License Agreement.

Amendments to Bellus License Agreement. Bellus shall give prompt notice to ​, together with a detailed summary of outstanding issues if ​ so requests, of any notice received from or given to FB Health of any proposed amendments or proposed modifications of, or any proposed waivers under, the Bellus License Agreement.

Other Breach Under Agreement. ​ fails to meet the conditions of, or fails to perform any obligation under, any tern of this Agreement not specifically referred to above.

Reference is hereby made to that certain License Agreement between FB Health S.p.A (“FB Health”) and ​ (“Bellus”), of even date herewith (the “Bellus License Agreement”). All capitalized terms used but not defined herein shall have the meaning set forth in the Bellus License Agreement.

Notwithstanding anything to the contrary set forth in [Article 5] of the Bellus License Agreement, FB Health may disclose Confidential Information of Bellus to ​, provided that such disclosure complies with the requirements of [Section 5.2] of the Bellus License Agreement. The parties hereto recognize that, from time to time, ​ might receive from Bellus or FB Health Confidential Information of Bellus (or other information that would have constituted Confidential Information of Bellus under the Bellus License Agreement if it had been disclosed by Bellus to FB Health) (collectively, “Bellus Information”). The parties hereto agree that the terms and conditions of [Article 5] of the ​ Sublicense Agreement that apply to Confidential Information of FB Health shall also apply to such Bellus Information, except that references in [Article 5] to the “other Party” with respect to such Bellus Information shall be deemed to refer to Bellus, not FB Health.

Bellus, FB Health and ​ acknowledge and agree that ​ shall be deemed to be an FB Health Indemnitee for all purposes under the Bellus License Agreement.

Clarifications of Rights and Obligations under the Bellus License Agreement and ​ Sublicense Agreements.

License. Commencing on the Commencement Date, and so long as The Alexandria and the Project continue to be owned by affiliates of ARE, Tenant shall have the non-exclusive right to the use of the available Amenities in common with other Users pursuant to the terms of this [Section 42]. Tenant shall be entitled to 2.5 passes to the fitness center located at The Alexandria per 1,000 rentable square feet of the Premises for use by employees of Tenant employed at the Premises. If any employee of Tenant to whom a fitness center pass has been issued ceases to be an employee of Tenant at the Premises or any employee to whom an access card (which does not include a fitness center pass) has been issued ceases to be an employee of Tenant at the Premises, Tenant shall immediately upon such employee’s change in status collect such employee’s pass or access card, as applicable, and deliver it to Landlord along with written notice of such employee’s change in status.