“Commercialization” shall mean, with respect to Licensed Product, any and all activities directed to the marketing, promotion, distribution, offering for sale and selling such product, importing and exporting such product for sale, and interacting with Regulatory Authorities regarding the foregoing. Commercialization shall also include Commercialization Studies. “Commercialize” has a correlative meaning.

Exclusive Denali Right. Denali has the sole right and responsibility for, and control over, all research, development, manufacturing and commercialization activities, including all regulatory activities, with respect to Licensed Products.

and # FTE costs and out-of-pocket costs incurred by or on behalf of a Party or any of its Affiliates in accordance with this Agreement and directly allocable to Manufacturing activities relating to ACTR T-cells or SGI Antibodies (as applicable) for use in Development or Commercialization activities (excluding those activities covered under clause (a)), including CMC Activities specifically in support of Development or Commercialization of Development Candidates and Products. For clarity, Manufacturing Costs do not include the costs associated with general platform process improvements or scale-up activities with respect to ACTR T-cell technology, SGI Antibodies or SEA Technology that are outside of the activities approved for the Research Candidates, Development Candidates or Products in the applicable Research Plans, Early Clinical Development Plans, Late Clinical Development Plans or Joint Commercialization Plan or Supply Agreements.

“Commercialization” means all activities, whether undertaken before or after obtaining Regulatory Approvals of an MAA or NDA, relating specifically to the pre-launch, launch, promotion, marketing, branding, sales, and distribution of a Product, including: # strategic marketing, sales force detailing, advertising, medical education and liaison, reimbursement (other than Pricing Approval) and market access activities and market and Product support; and # all customer support, Product distribution, invoicing and sales activities. For clarity, Commercialization will exclude any Research, Development and Manufacturing activities. “Commercialize” has a correlative meaning.

For a period of up to one (1) year after the effective date of termination (“Wind-Down Period”), upon Licensor’s written request, Commercializing Party shall continue certain ongoing Commercialization activities of Commercializing Party and its sublicensees for any Product being Commercialized as of the effective date of termination and transition such Commercialization activities to Licensor or its designee. During such Wind-Down Period:

review and discuss the Research, Development and Commercialization of Research Candidates, Development Candidates and Products and any other ongoing activities;

that the activities contemplated in any Development Plan or Commercialization Plan shall achieve any of the objectives contemplated therein; or

Hazardous Activities. Notwithstanding any other provision of this Lease, Landlord, for itself and its employees, agents and contractors, reserves the right to refuse to perform any repairs or services in any portion of the Premises which, pursuant to Tenant’s routine safety guidelines, practices or custom or prudent industry practices, require any form of protective clothing or equipment other than safety glasses. In any such case, Tenant shall contract with parties who are acceptable to Landlord, in Landlord’s reasonable discretion, for all such repairs and services, and Landlord shall, to the extent required, equitably adjust Tenant’s Share of Operating Expenses in respect of such repairs or services to reflect that Landlord is not providing such repairs or services to Tenant.

Restricted Activities. Restricted Activities shall mean and include all of the following:

Permitted Activities. Subject to Section 5(a) and Section 10, no provision of this Agreement shall prohibit # Employee’s continued consulting positions, officer positions, board memberships and service with board committees and/or investments in the entities listed on [Schedule 1] attached hereto (the “Scheduled Entities”) provided that # Employee’s role or amount of time spent with respect to any of the Scheduled Entities does not expand or increase from that in effect on November 1, 2018, and # the nature and scope of the services and/or products provided by the Scheduled Entities does not change from that in effect on November 1, 2018, or # such other activities as may be approved by the Board at any time after the Effective Date (collectively, the “Permitted Activities”).