JN Biosciences Agreement. Abmuno shall # faithfully and timely perform and discharge all of its obligations under the JN Biosciences Agreement, # to the extent within Abmuno’s reasonable control, not take any action or allow any event to occur that would give JN Biosciences the right to terminate the JN Biosciences Agreement, and # not exercise any right to itself terminate the JN Biosciences Agreement. Abmuno shall not amend or modify the JN Biosciences Agreement to the extent that such amendment or modification would reasonably be expected to have a material adverse effect on the Licensed Patents and/or Licensed Know-How sublicensed to Arcus under this Agreement, or on Arcus’s ability to exercise its rights under such sublicense, without the prior written consent of Arcus, not to be unreasonably withheld, conditioned or delayed. Abmuno agrees, that if JN Biosciences seeks relief under any bankruptcy, reorganization, insolvency or similar laws, Abmuno shall act in good faith to take all reasonably necessary action to preserve the sublicense rights granted to Arcus hereunder, including but not limited to, seeking to preserve Abmuno’s and Arcus’s rights under Section 365(n) of the U.S. Bankruptcy Code, 11 U.S.C. section 101 through 1330 et seq.

“JN Biosciences Agreement” means the License Agreement between Abmuno and JN Biosciences LLC, dated December 8, 2016.

Disclosing Party, to JN Biosciences under terms of confidentiality at least as restrictive as those set forth herein and solely for purposes of JN Biosciences’ exercising rights and enforcing obligations under the JN Biosciences Agreement.

“JN Biosciences” means JN Biosciences LLC.

settlements are threatened. ​, except as otherwise set forth in Exhibit 4, Arcus’s contemplated use of the Licensed IP by Arcus to make, use and sell a Licensed Product will not violate, infringe, misappropriate or unlawfully use any intellectual property of any Person. To the knowledge of Abmuno, no Person has violated, infringed, misappropriated or unlawfully used any of the Licensed IP. Abmuno has not, and to Abmuno’s knowledge, JN Biosciences has not, commenced or threatened any proceeding, or asserted any allegation or claim, against any Person for infringement or misappropriation of any Licensed IP;

Publications. As between the Parties, Arcus shall have the sole and exclusive right, but not the obligation, to make any publication and other scientific disclosures in respect of the Licensed Products, including, without limitation, in respect of data and results arising out of Development of Licensed Products, and Abmuno shall make no such publication or other scientific disclosure without the prior written consent of Arcus. Notwithstanding anything to the contrary in this Agreement, including, without limitation, Section 6 (Confidential Information and Proprietary Rights), Arcus may disclose, without the prior written consent of Abmuno (or JN Biosciences), any and all properties of the Licensed Products in connection with any publication and other scientific disclosures in respect of the Licensed Products.

Indemnitees”) from and against all Third Party Claims, and pay all associated Losses, arising out of or relating to # any breaches by Abmuno of any of its representations or warranties in this Agreement or # the research, Development, manufacture, transfer, use, handling, storage, sale or other disposition of Licensed Products by or on behalf of Abmuno, JN Biosciences or any of its or their Affiliates, agents and contractors prior to the Effective Date, including Third Party Claims based on product liability, bodily injury, risk of bodily injury, death or property damage or the failure to comply with Applicable Law, except in the case of (ii), to the extent Arcus is obligated to defend, indemnify and hold harmless any Abmuno Indemnitees pursuant to Section 8.2.

TYRA BIOSCIENCES, INC.,

GREENLIGHT BIOSCIENCES, INC.

Assembly Biosciences, Inc.