Legacy Licensees. Notwithstanding any provision herein to the contrary, in the event # Legacy or an Affiliate thereof is a party to any license with a Legacy Licensee granting any Third Party rights to develop and/or commercialize VDCs, Derivatives thereof, CDCs, Derivatives thereof, or Legacy Royalty Products as permitted by, and in accordance with, this Agreement (but which agreement must, in any event, include rights for such Third Party to commercialize Legacy Royalty Products), including but not limited to the Existing Ag Agreement or any Assigned Downstream Agreement, respectively, # this Agreement is terminated by Primary pursuant to [Section 12.2 or 12.3]3], and # Ag Partner and its Affiliates or such other Legacy Licensee, respectively, is not in material breach of the Existing Ag Agreement or such Assigned Downstream Agreement, respectively, # the Existing Ag Agreement or such Assigned Downstream Agreement, respectively and including, in either case, any rights to payment thereunder, shall, to the extent concerning VDCs, Derivatives thereof, CDCs, Derivatives thereof, or Legacy Royalty Products, not imposing obligations on Primary in excess of those contained in this Agreement, and provided for in the Existing Ag Agreement or such Assigned Downstream Agreement, respectively, be automatically assigned to Primary and # Primary shall grant the applicable Legacy Licensee(s) the rights granted with respect to Legacy Patents, Legacy Know-How, Primary Patents, and/or Primary Know-How under the Existing Ag Agreement or such Assigned Downstream Agreement, respectively, subject to such Legacy Licensee’s compliance with its terms.

if and as subsequently requested by Primary in writing, Legacy Licensees. Notwithstandingand its Affiliates shall # use reasonable efforts to exercise their rights under and enforce [Section 13.8(a)(iii)] of the Existing Ag Agreement (or, if applicable, any provision hereincorresponding obligations of any other Legacy Licensee under any Downstream Agreement to the contrary, in the event #which Legacy or anany Affiliate thereof is a partyparty) to the extent necessary to enable Legacy to comply with its obligations under [clause (y)] of this sentence and # transfer and assign to Primary all right, title, and interest in all VDC Data, CDC Data, Legacy Patents, Legacy Know-How (other than Ag Filter, Protected Ag Partner Scaffold Information, or Protected Ag Partner Development Process), any license with aKnow-How or Patent Rights controlled by Legacy Licensee granting any Third Party rights to develop and/the extent concerning VDCs or commercializeViamet Derived Products, inventory of finished VDCs, Derivatives thereof, CDCs, Derivatives thereof, orand Legacy Royalty Products as permitted by, and in accordance with, this Agreement (but which agreement must, in any event, include rights for such Third Party to commercializeVDCs, Derivatives thereof, CDCs, Derivatives thereof, and Legacy Royalty Products), including but not limitedProducts in the process of manufacture (except to the Existing Ag Agreement orextent any Assigned Downstream Agreement, respectively, # this Agreement is terminatedof the foregoing may be sold by PrimaryLegacy Licensees pursuant to [Section 12.2 or 12.3]3]8(a)(v)]), Legacy Product Trademarks, Legacy Product-Related Materials, and # Ag PartnerRegulatory Filings and its Affiliates or such other Legacy Licensee, respectively, is not in material breach of the Existing Ag Agreement or such Assigned Downstream Agreement, respectively, # the Existing Ag Agreement or such Assigned Downstream Agreement, respectively and including, in either case,Regulatory Approvals concerning any rights to payment thereunder, shall, to the extent concerning VDCs, Derivatives thereof, CDCs, Derivatives thereof, or Legacy Royalty Products, not imposing obligations on Primary in excess of those contained in this Agreement,provided that, to the extent any Regulatory Filings or Regulatory Approvals are transferred and provided for in the Existing Ag Agreement or such Assigned Downstream Agreement, respectively, be automatically assigned to Primary and #in accordance with the foregoing, Primary shall grant the applicablepromptly reimburse Legacy Licensee(s) the rights granted with respect to Legacy Patents, Legacy Know-How, Primary Patents, and/for Legacy’s reasonable, documented out of pocket expenses incurred in obtaining or Primary Know-How under the Existing Ag Agreementmaintaining such Regulatory Filings or such Assigned Downstream Agreement, respectively, subject to such Legacy Licensee’s compliance with its terms.Regulatory Approvals;

Legacy Licensees. Notwithstandingshall, if and as requested by Primary, # exercise its rights under and enforce [Section 13.8(iv)] of the Existing Ag Agreement (or, if applicable, any provision hereincorresponding obligations of any other Legacy Licensee under any Downstream Agreement to the contrary, in the event #which Legacy or anany Affiliate thereof is a partyparty) to the extent necessary to enable Legacy to comply with its obligations under [clause (B)] of this sentence and # reasonably provide Primary all relevant and material information requested by Primary concerning any license with a Legacy Licensee granting any Third Party rights to develop and/manufacturing, supplier, distributor, research, development, license, or commercializeother contracts concerning the development or commercialization of VDCs, Derivatives thereof, CDCs, Derivatives thereof, or Legacy Royalty Products as permitted by, and in accordance with, this Agreement (but which agreement must, in any event, include rights for such Third Partyentered into by Legacy, its Affiliates, or, to commercializethe extent available to Legacy Royalty Products), including but not limited tounder the Existing Ag Agreement or any Assigned Downstream Agreement, respectively, # this Agreement is terminatedany Legacy Licensees with Third Parties (“Legacy Product-Related Contracts”) and, if and as subsequently requested by Primary pursuantPrimary, use Commercially Reasonable Efforts to [Section 12.2 or 12.3]3], and # Ag Partner and its Affiliates orassign such other Legacy Licensee, respectively, is not in material breach of the Existing Ag Agreement or such Assigned Downstream Agreement, respectively, # the Existing Ag Agreement or such Assigned Downstream Agreement, respectively and including, in either case, any rights to payment thereunder, shall, to the extent concerning VDCs, Derivatives thereof, CDCs, Derivatives thereof, or Legacy Royalty Products, not imposing obligations on Primary in excess of those contained in this Agreement, and provided for in the Existing Ag Agreement or such Assigned Downstream Agreement, respectively, be automatically assignedProduct-Related Contracts to Primary or otherwise help facilitate introductions between Primary and # Primary shall grant the applicable Legacy Licensee(s) the rights granted with respect to Legacy Patents, Legacy Know-How, Primary Patents, and/or Primary Know-How under the Existing Ag Agreement or such Assigned Downstream Agreement, respectively, subject to such Legacy Licensee’s compliance with its terms.Third Parties; and

Primary Sublicensees. Notwithstanding any provision herein to the contrary, in the event # LegacyPrimary or an Affiliate thereof is a party tohas entered into any license with a Legacy LicenseePrimary Sublicensee granting any Third Party rights to develop and/or commercialize VDCs, Derivatives thereof,any CDCs, Derivatives thereof, or LegacyPrimary Royalty Products as permitted by, and in accordance with, this Agreement (but which agreement must, in any event, include rights for such Third Party to commercialize LegacyPrimary Royalty Products), including but not limited to the Existing Ag Agreement or any Assigned Downstream Agreement, respectively, # this Agreement is terminated by PrimaryLegacy pursuant to [Section 12.2 or 12.3]3], and # Ag Partner and its Affiliates or such other Legacy Licensee, respectively,the applicable Primary Sublicensee is not in material breach of the Existing Ag Agreement or such Assigned Downstream Agreement, respectively,license, # the Existing Ag Agreement or such Assigned Downstream Agreement, respectively and including, in either case,license (including any rights to payment thereunder,thereunder) shall, to the extent concerning VDCs, Derivatives thereof, CDCs, Derivatives thereof, or LegacyPrimary Royalty Products, not imposing obligations on PrimaryLegacy in excess of those contained in this Agreement, and provided for in the Existing Ag Agreementsuch license or such Assigned Downstream Agreement, respectively,other agreement, be automatically assigned to PrimaryLegacy and # PrimaryLegacy shall grant the applicable Legacy Licensee(s)such Third Party the rights granted with respect to Legacy Patents,Patents and Legacy Know-How, Primary Patents, and/or Primary Know-How under the Existing Ag Agreement or such Assigned Downstream Agreement, respectively,assigned license, subject to such Legacy Licensee’Third Party’s compliance with its terms.

Sublicensing. With respect to the contrary,rights granted in [Sections 4.2(a) and 4.2(d)])], respectively, Legacy shall only have the eventright to sublicense such rights to the extent necessary to enable Legacy to grant the rights set forth in [Section 5.1(a)] and [Section 5.1(b)] of the Existing Ag Agreement, respectively (or, upon any termination of the Existing Ag Agreement not triggering termination of this Agreement under [Section 12.4], any Downstream Agreement surviving such termination). Ag Partner and its Affiliates shall # use Commercially Reasonable Efforts to ensure that any Downstream Agreement satisfies the requirements set forth in [Section 5.1(c)] of the Existing Ag Agreement and # ensure that any amendment of the Existing Ag Agreement permitted by this Agreement ensures that the Existing Ag Agreement remains consistent with the terms of this Agreement, contains terms reasonably sufficient to enable Legacy and its Affiliates to comply with the provisions of this Agreement and satisfy their obligations hereunder, and contains terms substantially as protective of Primary, its Affiliates, and any successor or assignee thereof, and the intellectual property rights owned, licensed, or controlled by the foregoing, as the terms contained in this Agreement are protective of Primary, its Affiliates, the Primary Patent Rights, and the Primary Know-How. For clarification, Legacy, its Affiliates, and Legacy Licensees have the right to subcontract the production of a Legacy Royalty Product to a third party without approval of Primary, provided that any such subcontract shall contain confidentiality, intellectual property, and other provisions reasonably consistent with those of this Agreement and sufficient to ensure Legacy Licensees’ ability to fulfill their obligations under the Existing Ag Agreement (or any Downstream Agreement) and protect Legacy’s interests under the Existing Ag Agreement (or any Downstream Agreement), and Primary’s interests under this Agreement, in VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, and all Patent Rights and Know-How with respect to any of the foregoing. Legacy shall, to the extent available or known to Legacy or anany Affiliate thereof isthereof, promptly provide Primary a party tocopy of any license with aor sublicense executed by Ag Partner, any Affiliate thereof, or any other Legacy Licensee granting any Third Party rights to develop and/or commercialize VDCs, Derivatives thereof, CDCs, Derivatives thereof, or Legacy Royalty Products as permitted by, and in accordance with, this Agreement (but which agreement must, in any event, include rights for such Third Party to commercialize Legacy Royalty Products), including but not limited to the Existing Ag Agreement or any Assigned Downstream Agreement, respectively, # this Agreement is terminated by Primary pursuant to [Section 12.2 or 12.3]3], and # Ag Partner and its Affiliates or such other Legacy Licensee, respectively, is not in material breach of the Existing Ag Agreement or such Assigned Downstream Agreement, respectively, # the Existing Ag Agreement or such Assigned Downstream Agreement, respectively and including, in either case, any rights to payment thereunder, shall, to the extent concerningany VDCs, Derivatives thereof, CDCs, Derivatives thereof, or Legacy RoyaltyViamet Derived Products, not imposing obligations on Primary in excess of those contained in this Agreement, and provided for in the Existing Ag Agreement or such Assigned Downstream Agreement, respectively, be automatically assigned to Primary and # Primary shall grant the applicable Legacy Licensee(s) the rights granted with respect toPartner Collaboration Derived Products, Legacy Patents, Legacy Know-How, Primary Patents, and/or Primary Know-How under the Existing Ag Agreement or such Assigned Downstream Agreement, respectively, subject to such Legacy Licensee’s compliance with its terms.How.

Legacy Licensees. Notwithstanding any provision hereinshall, if and as requested by Primary, # exercise its rights under and enforce [Section 13.8(iv)] of the Existing Ag Agreement to the contrary, inextent necessary to enable Legacy to comply with its obligations under [clause (B)] of this sentence and # reasonably provide Primary all relevant and material information requested by Primary concerning any manufacturing, supplier, distributor, research, development, license, or other contracts concerning the event #development or commercialization of VDCs, CDCs, or Legacy Royalty Products entered into by Ag Partner or its Affiliates with Third Parties and, if and as subsequently requested by Primary, use Commercially Reasonable Efforts to assign such contracts to Primary or otherwise help facilitate introductions between Primary and such Third Parties, provided that Legacy and its Affiliates shall not have any obligations under [clause (B) above] to the extent such contracts are necessary or useful to enable Legacy and its Affiliates to comply with, and perform their obligations under, any Assigned Downstream Agreement(s) to which Legacy or an Affiliate thereof isbecome a party to any license with a Legacy Licensee granting any Third Party rights to develop and/or commercialize VDCs, Derivatives thereof, CDCs, Derivatives thereof, or Legacy Royalty Products as permitted by, and in accordance with, this Agreement (but which agreement must, in any event, include rights forupon such Third Party to commercialize Legacy Royalty Products), including but not limited to the Existing Ag Agreement or any Assigned Downstream Agreement, respectively, # this Agreement is terminated by Primary pursuant to [Section 12.2 or 12.3]3], and # Ag Partner and its Affiliates or such other Legacy Licensee, respectively, is not in material breachtermination of the Existing Ag Agreement or such Assigned Downstream Agreement, respectively, # the Existing Ag Agreement or such Assigned Downstream Agreement, respectivelyAgreement; and including, in either case, any rights to payment thereunder, shall, to the extent concerning VDCs, Derivatives thereof, CDCs, Derivatives thereof, or Legacy Royalty Products, not imposing obligations on Primary in excess of those contained in this Agreement, and provided for in the Existing Ag Agreement or such Assigned Downstream Agreement, respectively, be automatically assigned to Primary and # Primary shall grant the applicable Legacy Licensee(s) the rights granted with respect to Legacy Patents, Legacy Know-How, Primary Patents, and/or Primary Know-How under the Existing Ag Agreement or such Assigned Downstream Agreement, respectively, subject to such Legacy Licensee’s compliance with its terms.