License Grant. Subject to the terms and conditions of this Agreement, WuXi shall grant and hereby grants to Arcus, and Arcus accepts, # an exclusive (even as to WuXi and its Affiliates), non-transferable (except as set forth in [Section 11.6]) license, with the right to sublicense (as provided in [Section 2.2]) under the Licensed IP, to make, have made, use, register, sell, offer to sell, have sold, import, export, exploit, research, improve, Develop and Commercialize Licensed Products in the Field in the Territory; and # a non-exclusive, non-transferable (except as set forth in [Section 11.6]) license, with the right to sublicense (as provided in [Section 2.2]) under the Licensed IP to Develop and manufacture Licensed Products anywhere in the world only for applications in the Field solely for the purpose of Developing, manufacturing and Commercializing Licensed Products for use in and for the Territory. All rights not expressly granted to Arcus under this Agreement are reserved to WuXi. Exercise or attempted exercise of the licensed rights granted in [Section 2.1(i)] by Arcus or its Affiliates in any Excluded Territory is a material breach of this Agreement. Arcus shall prohibit its sublicensees and subcontractors from exercising such licensed rights in the Excluded Territory, and shall use Commercially Reasonable Efforts to enforce such prohibition. If Arcus or any of its Affiliates receives, or becomes aware of the receipt by a sublicensee or subcontractor of any orders for any Licensed Product for use in the Excluded Territory, Arcus shall notify WuXi thereof and shall procure that such recipient refers such orders to WuXi or WuXi’s designee.

Arcus shall own all right, title and interest in and to any Improvements invented solely by Arcus (the “Arcus Improvements”) including, without limitation, any Intellectual Property Rights therein. Subject to the terms and conditions of this Agreement, WuXiArcus shall grant and hereby grants to Arcus,WuXi, and ArcusWuXi accepts, # an exclusive (even as to WuXiArcus and its Affiliates), non-transferable (except as set forth in [Section 11.6]) license, with the right to sublicense (as provided in [Section 2.2]), mutatis mutandis, as if Arcus was WuXi and WuXi was Arcus) under Arcus’ interest in the Licensed IP,Arcus Improvements to make, have made, use, register, sell, offer to sell, have sold, import, export, exploit, research, improve, Develop and Commercialize Licensed Products in the Field in the Excluded Territory; and # a non-exclusive, non-transferable (except as set forth in [Section 11.6]) license, withlicense under Arcus’ interest in the rightArcus Improvements to sublicense (as provided in [Section 2.2]) under the Licensed IP to Develop and manufacture Licensed Products anywhere in the world only for applications in the Field solely for the purpose of Developing, manufacturing and Commercializing Licensed Products solely for distribution and use in the Excluded Territory. As between the Parties, subject to the foregoing license granted by Arcus to WuXi, Arcus retains sole and forexclusive ownership of all rights, title and interests in and to the Territory.Arcus Improvements. All rights not expressly granted to ArcusWuXi under this Agreement are reserved to WuXi.Arcus. Exercise or attempted exercise of the licensed rights granted in [Section 2.1(i)] by Arcus or its Affiliatespart # of this paragraph in any Excludedpart of the Territory is a material breach of this Agreement. Arcus shall prohibit its sublicensees and subcontractors from exercising such licensed rights in the Excluded Territory, and shall use Commercially Reasonable Efforts to enforce such prohibition. If Arcus or any of its Affiliates receives, or becomes aware of the receipt by a sublicensee or subcontractor of any orders for any Licensed Product for use in the Excluded Territory, Arcus shall notify WuXi thereof and shall procure that such recipient refers such orders to WuXi or WuXi’s designee.

Sublicensing and Subcontracting. Arcus may sublicense its rights under [Section 2.1(i)] and/or 2.1(ii) to the terms and conditionsLicensed IP during the Term of this Agreement, WuXi shall grant and hereby grants to Arcus,provided that each such sublicense must be in writing and Arcus accepts, # an exclusive (even asmust provide a copy of each sublicense (and any sub-sublicense) agreement to WuXi within ​ days after execution of such sublicense, which copy may be redacted only to the extent not relevant to the determination of Arcus’ and any Affiliates’ or sublicensees’ compliance with its Affiliates), non-transferable (except as set forth in [Section 11.6]) license, with the right to sublicense (as provided in [Section 2.2])payment obligations under the Licensed IP, to make, have made, use, register, sell, offer to sell, have sold, import, export, exploit, research, improve, Develop and Commercialize Licensed Products in the Field in the Territory; and # a non-exclusive, non-transferable (except as set forth in [Section 11.6]) license, with the right to sublicense (as provided in [Section 2.2]) under the Licensed IP to Develop and manufacture Licensed Products anywhere in the world only for applications in the Field solely for the purpose of Developing, manufacturing and Commercializing Licensed Products for use in and for the Territory. All rights not expressly granted to Arcus under this Agreement are reserved to WuXi. Exercise or attempted exercise of the licensed rights granted in [Section 2.1(i)] by Arcus or its Affiliates in any Excluded Territory is a material breach of this Agreement. Arcus shall prohibit its sublicenseessecure all appropriate covenants, obligations and subcontractorsrights from exercising such licensed rights in the Excluded Territory, and shall use Commercially Reasonable Effortsany sublicensee to enforce such prohibition. If Arcus or any of its Affiliates receives, or becomes aware of the receipt by a sublicensee or subcontractor of any orders for any Licensed Product for use in the Excluded Territory, Arcus shall notify WuXi thereof and shall procureensure that such recipient refers such orderssublicensee is subject to, and Arcus can comply with, all of Arcus’s applicable representations, warranties, covenants and obligations to WuXi or WuXi’s designee.under this Agreement including those required provisions in [Section 2.3].

Required Provisions in Sublicenses and Subcontracts. Any direct sublicensee of Arcus may further sublicense and subcontract its rights, in whole or in part, to Develop, manufacture, Commercialize or otherwise exploit Licensed Products, provided that any such sublicense is granted, or such subcontract is entered into, in accordance with the terms and conditions of this Agreement, WuXi shall grant and hereby grants to Arcus, and Arcus accepts, # an exclusive (even as to WuXi and its Affiliates), non-transferable (except as set forth in [Section 11.6]) license, with the right to sublicense (as provided in [Section 2.2]) under the Licensed IP, to make, have made, use, register, sell, offer to sell, have sold, import, export, exploit, research, improve, Develop and Commercialize Licensed Products in the Field in the Territory; and # a non-exclusive, non-transferable (except as set forth in [Section 11.6]) license, with the right to sublicense (as provided in [Section 2.2]) under the Licensed IP to Develop and manufacture Licensed Products anywhere in the world only for applications in the Field solely for the purpose of Developing, manufacturing and Commercializing Licensed Products for use in and for the Territory. All rights not expressly granted to. Arcus under this Agreement are reserved to WuXi. Exercise or attempted exercise of the licensed rights granted in [Section 2.1(i)] by Arcus or its Affiliates in any Excluded Territory is a material breach of this Agreement. Arcus shall prohibit its sublicensees and subcontractors from exercising such licensed rights in the Excluded Territory, and shall use Commercially Reasonable Efforts to enforcerequire its direct sublicensees to obtain Arcus’ written consent prior to granting any such prohibition.further sublicenses. If such requirement is included in the written sublicense agreement between Arcus or any of its Affiliates receives, or becomes aware ofand a direct sublicensee, Arcus agrees to seek WuXi’s prior consent in the receipt by a sublicensee or subcontractorevent of any orders for any Licensed Product for usesublicensing request by such Arcus direct sublicensee, which consent shall not be unreasonably withheld, conditioned or delayed by WuXi. No further sublicensing or subcontracting is permitted beyond that expressly stated in the Excluded Territory, Arcus shall notify WuXi thereof and shall procure that such recipient refers such orders to WuXi orthis [Section 2.3] without WuXi’s designee.written consent. Each such Arcus sublicense and further sublicense by an Arcus sublicensee must be in writing and include language materially similar to the following: