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.

License Grant. Subject to the terms and conditions of this Agreement, Abmuno grants to Arcus, and Arcus accepts, an exclusive (even as to Abmuno and its Affiliates), non-transferable (except as set forth in [Section 11.7]) 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.

License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Commercializing Party: # an exclusive license, with the right to grant sublicenses solely as provided in [Section 2.2], to use the Licensed Protocol, the Kaufmann Name and the Kaufmann Intellectual Property in the Territory during the Term; and # an exclusive license to Commercialize the Products in the Territory during the Term.

License Grant. Subject to the terms and conditions set forth in this Agreement, Harvard hereby grants to Licensee a non-exclusive, royalty-bearing, worldwide license, sublicensable solely in accordance with [Section 2.2], to use the Biological Material and the Technology Transfer Material solely to produce Viruses solely to make and sell Products for use in the Field.

License Grant. Subject to the terms and conditions of this Agreement, Merck hereby grants to Licensee an exclusive (even as to Merck and its Affiliates), royalty bearing license in the Territory in the Field, with the right to grant sublicenses as provided herein, under the Compound Patent Rights and the Merck Know-How, to Develop, make, have made, use, import, export, Commercialize, sell, offer for sale, and market the Licensed Product in the Field in the Territory during the Term. Merck grants to Licensee a non-exclusive royalty bearing license, in the Field, in the Territory, with the right to grant sublicenses as provided herein, to any patent rights listed in [Schedule A] that are not exclusively directed to the Licensed Compound, but that encompasses human interleukin-10 that is not PEGylated, which are reasonably necessary for Licensee to Develop, make, have made, use, import, export, Commercialize, sell, offer for sale, and market the Licensed Product in the Field in the Territory during the Term. The licenses granted in this [Section 2.01] may be sublicensed by Licensee to a Related Party or to a Third Party for any country in the Territory without the consent of Merck. ​. Any obligation of Merck to transfer tangible material set forth in [Schedule B] to Licensee and to provide assistance and support with such materials will not extend beyond ​ days after the Effective Date and will only be to the extent possible by the expenditure of commercially reasonable efforts.

Exclusive License Grant. Subject to the terms of this Agreement, Axsome hereby grants to Licensee # an exclusive, sublicensable (subject to [Section 2.1.6]) license under the Licensed Intellectual Property (other than the SK Intellectual Property) and # an exclusive, sublicensable (subject to [Section 2.1.6]) sublicense under the SK Intellectual Property, in each case ((a) and (b)), to use, have used, Develop and have Developed (in each case solely for purposes of seeking or maintaining Regulatory Approvals of the Licensed Product in the Territory or supporting the Commercialization of the Licensed Product in the Territory in the Field), Manufacture and have Manufactured (in each case solely for purposes of Manufacturing Licensed Product to be Commercialized by Licensee, its Affiliates or Sublicensees in the Territory for use in the Field pursuant to this Agreement), Commercialize, have Commercialized, import and have imported Licensed Products in the Field in the Territory. Such license and sublicense grants are exclusive even as to Axsome; provided, however, that, without limiting the right of Licensee to conduct Development of Licensed Products in the Territory, each of Axsome, its Affiliates and its Upstream Licensors shall have the right # to conduct research or to Develop or have Developed (but not to Commercialize or have Commercialized) Licensed Products in the Territory and # to Manufacture of have Manufactured in the Territory Licensed Compound or products containing the Licensed Compound solely for Commercialization or use outside of the Territory.

Service Provider hereby grants, agrees to grant, and shall cause to be granted to Owners, and their Affiliates, and employees of Affiliates, effective as of the Effective Date and exercisable solely in accordance with [Section 3] below, a royalty-free, fully paid-up, non-exclusive, transferable (solely in connection with any sale or transfer of the Facility), irrevocable and perpetual license, all subject to [Section 10], under, in and to the Facility IP (as the same may exist at the time of a Triggering Event or later issue as a patent based on a patent application filed prior to the Triggering Event), to Use, and permit Third Parties to Use (all solely in accordance with [Section 6] below), the Facility and all equipment, components, hardware, software and other deliverables, and the Facility IP (as the same may exist at the time of the Triggering Event or later issued as a patent based on a patent application filed prior to the Triggering Event), solely as necessary for Owners to design, construct, test, startup, license, complete, maintain, improve, and operate the Facility, and to complete and defend challenges on ITAAC or respond to other requests made by any Government Authority or pursuant to applicable Law, in all such cases without Service Provider’s support or technical assistance. Owners shall have the right to sublicense to Third Parties (subject to [Section 6] below) the rights conferred upon Owners, provided that such sublicenses shall be limited to Use solely on Owners’ behalf and solely in connection with the Facility Purposes. The license rights granted by Service Provider to Owners pursuant to this Facility IP License do not include any rights in and to any

Grant. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Participants to whom Options shall be granted, the number of Shares subject to each Award, the exercise price and the conditions and limitations applicable to the exercise of an Option. A person who has been granted an Option under this Plan may be granted additional Options under the Plan if the Committee shall so determine. Options granted under this Plan may be Incentive Stock Options, Non-Qualified Stock Options or a combination of the foregoing, provided that Incentive Stock Options may be granted only to Employees. Each grant shall specify whether (or the extent to which) the Option is an Incentive Stock Option or a Non-Qualified Stock Option. Notwithstanding any such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under all Plans of the Company) exceeds ​, such Options shall be treated as Non-Qualified Stock Options.

Grant. Subject to the provisions of the Plan, Committee may also authorize grants to Participants of Stock Appreciation Rights. A Stock Appreciation Right provides a Participant the right to receive from the Company an amount, which shall be determined by the Committee and shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of such right.

Grant. The Committee shall have sole and complete authority to determine the Participants who shall receive a Performance Award, which shall consist of a right that is # denominated in cash or Shares, # valued, as determined by the Committee, in accordance with the achievement of such performance goals during such performance periods as the Committee shall establish, and # payable at such time and in such form as the Committee shall determine.

Grant. The Committee has granted to You RSUs representing the right to receive 20,707 Shares in consideration for services to be performed by You for the Company or an Affiliate.

Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Restricted Stock Units, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.

Grant. Whenever the Committee deems it appropriate to grant a Restricted Stock Award, an Award Agreement shall be given to the Participant stating the number of shares of Restricted Stock for which the Award is granted, the Date of Grant, and the terms and conditions to which the Award is subject. Certificates representing the shares shall be issued (or an equivalent book-entry notation shall be made in the records of the Company’s transfer agent) in the name of the Participant, subject to the restrictions imposed by the Plan and the Committee. Alternatively, the Committee may determine that the Restricted Stock shall be held by the Company rather than delivered to the Participant pending the release of the applicable restrictions. A Restricted Stock Award may be made by the Committee in its discretion without cash consideration.

Grant. The Committee is authorized to grant other types of equity-based or equity-related Awards not otherwise described by the terms of the Plan (including, subject to the limitations of the minimum vesting provisions of [Section 26], the grant or offer for sale of unrestricted shares of Company Stock) to Participants in such amounts and subject to such terms and conditions as the Committee shall determine. Such Awards shall be referred to as “Other Stock-Based Awards.” Each such Other Stock-Based Award may involve the transfer of actual shares to Participants or payment in cash or otherwise of amounts based on the value of shares of Company Stock.

Grant. Subject to the terms and conditions of the Plan, Awards may be awarded to Eligible Directors at any time and from time to time as determined by the Committee. The Committee shall determine the Eligible Directors to whom, and the time or times at which, grants of Awards will be made, the nature of each Award, the number of shares of Stock, Restricted Stock Units or other interests that are covered by or subject to such Award, any requirements for the vesting of such Award and any other restrictions applicable thereto, and the other terms and conditions of such Awards, in addition to those set forth in [Section 5(b)] and in the following Sections that apply to each specific type of Award. In the event of any inconsistency between this [Section 5] and any of the following Sections that apply to a specific type of Award, the provisions of the Section applying to that specific type of Award will control.

Grant. The Company hereby grants to the Employee under the Plan an Award of the Target Number of Performance Shares set forth on the Notice of Grant, subject to all of the terms and conditions in this Agreement and the Plan. The Performance Shares in which the Employee may vest shall depend upon achievement ​ for the Performance Period and shall be determined in accordance with the Performance Matrix, attached hereto as ​. In accordance with the Performance Matrix, the number of the Performance Shares in which the Employee may vest will range ​. The number of such Performance Shares shall be determined by the Committee following the end of the applicable Performance Period, and shall be certified by the Committee following the end of each such Performance Period. When Shares are paid to the Employee in payment for the Performance Shares, par value will be deemed paid by the Employee for each Performance Share by past services rendered by the Employee, and will be subject to the appropriate tax withholdings. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan.

CBP agrees to grant such a license and subsequently assign to GSK.