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, 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 and 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 corresponding obligations of any other Legacy Licensee under any Downstream Agreement to which Legacy or any Affiliate thereof is a party) 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 Know-How or Patent Rights controlled by Legacy to the extent concerning VDCs or Viamet Derived Products, inventory of finished VDCs, Derivatives thereof, CDCs, Derivatives thereof, and Legacy Royalty Products and VDCs, Derivatives thereof, CDCs, Derivatives thereof, and Legacy Royalty Products in the process of manufacture (except to the extent any of the foregoing may be sold by Legacy Licensees pursuant to [Section 12.8(a)(v)]), Legacy Product Trademarks, Legacy Product-Related Materials, and Regulatory Filings and Regulatory Approvals concerning any VDCs, Derivatives thereof, CDCs, Derivatives thereof, or Legacy Royalty Products, provided that, to the extent any Regulatory Filings or Regulatory Approvals are transferred and assigned to Primary in accordance with the foregoing, Primary shall promptly reimburse Legacy for Legacy’s reasonable, documented out of pocket expenses incurred in obtaining or maintaining such Regulatory Filings or Regulatory Approvals;

Legacy shall, 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 corresponding obligations of any other Legacy Licensee under any Downstream Agreement to which Legacy or any Affiliate thereof is a party) 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 manufacturing, supplier, distributor, research, development, license, or other contracts concerning the development or commercialization of VDCs, CDCs, or Legacy Royalty Products entered into by Legacy, its Affiliates, or, to the extent available to Legacy under the Existing Ag Agreement or any Downstream Agreement, any Legacy Licensees with Third Parties (“Legacy Product-Related Contracts”) and, if and as subsequently requested by Primary, use Commercially Reasonable Efforts to assign such Legacy Product-Related Contracts to Primary or otherwise help facilitate introductions between Primary and such Third Parties; and

Primary Sublicensees. Notwithstanding any provision herein to the contrary, in the event # Primary or an Affiliate thereof has entered into any license with a Primary Sublicensee granting any Third Party rights to develop and/or commercialize any CDCs, Derivatives thereof, or Primary 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 Primary Royalty Products), # this Agreement is terminated by Legacy pursuant to Section 12.2 or 12.3, and # the applicable Primary Sublicensee is not in material breach of such license, # such license (including any rights to payment thereunder) shall, to the extent concerning CDCs, Derivatives thereof, or Primary Royalty Products, not imposing obligations on Legacy in excess of those contained in this Agreement, and provided for in such license or other agreement, be automatically assigned to Legacy and # Legacy shall grant such Third Party the rights granted with respect to Legacy Patents and Legacy Know-How under such assigned license, subject to such Third Party’s compliance with its terms.

Sublicensing. With respect to the rights granted in Sections 4.2(a) and 4.2(d), respectively, Legacy shall only have the right 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 any Affiliate thereof, promptly provide Primary a copy of any license or sublicense executed by Ag Partner, any Affiliate thereof, or any other Legacy Licensee granting any Third Party any rights to any VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, Legacy Patents, Legacy Know-How, Primary Patents, or Primary Know-How.

Legacy shall, if and as requested by Primary, # exercise its rights under and enforce [Section 13.8(iv)] of the Existing Ag Agreement 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 manufacturing, supplier, distributor, research, development, license, or other contracts concerning the 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 become a party upon such termination of the Existing Ag Agreement; and