Effect of Termination on Sublicensees. Notwithstanding Sections 11.1 through 11.5, upon expiration or termination of this Agreement for any reason in its entirety or with respect to a Distinct Product,

Effect of Termination on Sublicensees. LICENSEE shall provide, in all Sublicenses granted by it under this Agreement, that LICENSEE’s interest in such sublicenses shall, at BCM’s option, terminate or be assigned to BCM upon termination of this Agreement. If BCM terminates any such Sublicense agreement and the Sublicensee is in good standing with respect to the Sublicense agreement, such Sublicensee shall have the right to obtain a license directly from BCM on the same terms and conditions as set forth herein, except that # the scope of the license granted directly by BCM to such Sublicensee shall be co-extensive with the scope of the license granted by LICENSEE to such Sublicensee and # if there is more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for only a pro rata share of the documented, out-of-pocket Legal Costs due under this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement). Each Sublicensee shall be deemed a third party beneficiary for purposes of this Section 11.5.

#Section 13 # of the Plan “Death, Disability or Retirement of Participant” is completed as follows:

Sublicensees. If, subject to the exercise by FATE of the CDCC Option, the Parties agree to seek a Third Party licensee to exclusively Develop and/or Commercialize ​ in ​ Territory under a Sublicense, the Parties shall ​, in accordance with the procedures and definitions established by the Parties pursuant to sub-section # above. ​

Effect of Termination on Awards. Except as otherwise provided in any Award or employment agreement or as determined by the Committee at the time of such termination:

Effect of Termination on Sublicensees. LICENSEE shall provide, in all Sublicenses granted by it under this Agreement, that LICENSEE’s interest in such sublicenses shall, at BCM’s option, terminate or be assigned to BCM upon termination of this Agreement. If BCM terminates any such Sublicense agreement and the Sublicensee is in good standing with respect to the Sublicense agreement, such Sublicensee shall have the right to obtain a license directly from BCM on the same terms and conditions as set forth herein, except that # the scope of the license granted directly by BCM to such Sublicensee shall be co-extensive with the scope of the license granted by LICENSEE to such Sublicensee and # if there is more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for only a pro rata share of the documented, out-of-pocket Legal Costs due under this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement). Each Sublicensee shall be deemed a third party beneficiary for purposes of this Section 11.5.

Effect of Termination on Awards. Except as otherwise provided in any Award or employment agreement or as determined by the Committee at the time of such termination:

Effect of Termination on Sublicenses. Termination of this Agreement by vTv pursuant to [Section 11.2] shall not terminate any sublicense granted by Huadong pursuant to [Sections 2.1(b)] with respect to a Sublicensee; provided that # such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, # such Sublicensee shall perform all obligations of Huadong under this Agreement that are applicable to the sublicensed rights, and # vTv shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Huadong prior to termination of this Agreement with respect to Huadong.

Sublicensees. Any contracts with Sublicensees in the Licensee Territory engaged by Licensee shall, at the request of Licensee in its discretion, be assigned to Licensor to the furthest extent possible. Licensee shall use commercially reasonable efforts, and cause its Affiliates to use Commercially Reasonably Efforts, to waive any exclusive dealing obligations of such Third Party with respect to such Third Party agreement, and to provide to Licensor information relevant to the Third Party agreement and make introductions to such Third Party so that Licensor may enter into direct discussions with such Third Party to secure the relevant items or services.

Effect of Termination on Awards. Except as otherwise provided in any Award or employment agreement or as determined by the Committee at the time of such termination: