Sublicense Right. Denali may sublicense the rights under the licenses granted in Sections 3.1 and 3.2, and any rights under such sublicense may be further sublicensed to multiple tiers of sublicensees (each, a “Sublicense Agreement”). With respect to any Sublicense Agreement: # Denali shall be responsible for the payment of all amounts provided for hereunder, regardless of whether the terms of any Sublicense Agreement provide for such amount to be paid by the Sublicensee directly to ​, # the Sublicensee shall agree in writing to be subject to, and bound by, terms and conditions substantially similar to the corresponding terms and conditions of this Agreement; # Denali shall remain responsible to ​ for all acts performed by the Sublicensee pursuant to any such Sublicense Agreement and shall ensure compliance with the obligations of Sublicensee hereunder, # Denali shall notify ​ in writing prior to the grant of any such Sublicense Agreement including in such notice the name and address of the Sublicensee and the identity of the portion(s) of the

Sublicense Requirements. All sublicenses granted under the licenses granted hereunder must be in writing and be subject to and consistent with the applicable terms and conditions of this Agreement. Without limiting the foregoing, all sublicenses must include provisions for # assignment of Intellectual Property Rights consistent with Commercializing Party’s obligations under Section 5.2 and Section 9.6(c); and # protection of Confidential Information at least as stringent as those contained in Section 6. Any sublicense granted to a Third Party under this Section 2.2 must prohibit such Third Party sublicensee from further sublicensing without the prior written consent of Licensor. Commercializing Party shall keep Licensor informed of each sublicense granted to an Affiliate or Third Party, specifying the name of the sublicensee and the material terms (including duration) of the sublicense.

Sublicense Revenue. If Zai Lab grants a sublicense, sells or otherwise divests the Licensed Patents and Transferred Know-How (other than a sublicense to its Affiliates and contractors) before ​ (provided that ​ sublicense, sale or divestment of the Licensed Patents and Transferred Know-how shall be

Sublicense Grant. Licensee will be entitled to grant Sublicenses to Third Parties under the license granted pursuant to Section 2.1 subject to the terms of this Section 2.2; provided that in each case such grant is made # in conjunction with a license to technology owned or controlled by Licensee (other than the Biological Material and the Technology Transfer Material) that is included in or useful for the making of Products, and # solely for the manufacture of Viruses solely to make and sell Products for use in the Field. Affiliates of Licensee shall be permitted to exercise such right as a Sublicensee only with Harvard’s prior written consent, not to be unreasonably withheld or delayed; and provided, further, that Licensee shall ensure that any such Affiliate complies with the terms of this Section 2.2.

Sublicense Agreements. Sublicenses shall be granted pursuant to written agreements, which will be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements will contain, among other things, the following:

Sublicense Agreements. Licensee shall, in each agreement under which it grants a sublicense under the license set forth in Section 2.01 (each, a “Sublicense Agreement”), require the sublicensee to transfer to Merck, if this Agreement terminates for any reason but for termination by Licensee under Section 12.03 and to Licensee, if only such sublicense terminates, # all regulatory filings and Marketing Authorizations held, possessed or controlled by such sublicensee and # all patent rights and Know-How controlled by such sublicensee relating to a Licensed Product or its use, Manufacture, sale, or importation (such patent rights and Know-How shall be transferred either by assignment or by a freely sublicensable exclusive license). Licensee shall # use reasonable efforts to procure the performance by any sublicensee of the terms of each such sublicense Agreement, and # ensure that any sublicensee will comply with the applicable terms and conditions of this Agreement. Licensee hereby guarantees the performance of its Affiliates and sublicensees that are sublicensed as permitted herein, and the grant of any such sublicense will not relieve Licensee of its obligations under this Agreement, except to the extent they are satisfactorily performed by such Affiliate or sublicensee.

Sublicense Income Payments. Arcus shall pay WuXi a percentage of option exercise fees, annual license fees, license maintenance fees, technology access fees, and clinical, development or regulatory milestone payments, in each case, that it receives from its sublicensees in direct connection with the sublicensees’ grant of rights to the Licensed IP, which payments, if applicable, may be prorated by Arcus, acting in good faith, to determine the proportion of such payments reasonably attributed to the Licensed IP (all such payments, collectively, “Sublicense Income”). Notwithstanding the preceding sentence, Sublicense Income shall exclude # any payments received by Arcus from any sublicensee’s Commercialization of Licensed Products, including royalty payments and sales milestones and # any reimbursements, refunds or amounts paid to support Arcus and/or its Affiliates’ research, development and commercialization activities. The percentage of Sublicense Income owed by Arcus to WuXi is determined by the date on which Arcus enters into the applicable sublicense agreement with the applicable sublicensee:

ACADIA may also grant sublicenses under the Neuren IP to any of its Affiliates, will cause any Affiliate to comply with any of the terms and conditions required for ACADIA to comply with this Agreement, and will remain responsible for performance by any Affiliate of ACADIA of any obligation of ACADIA under this Agreement. Any such sublicense will terminate immediately upon the relevant party ceasing to be an Affiliate of ACADIA.

“BBTR Sublicense” shall mean a sublicense agreement pursuant to which BBTR may license the BBTR SYSTEM to a BBTR Licensee for use and/or resale of the Services through the BBTR System on a SaaS basis in a form specifically approved in advance and in writing by Blackbox containing, among other things, an express reservation of Blackbox’s rights to the Blackbox Technology in accordance with this Agreement. BBTR’s right to sublicense shall be limited to the use of the Blackbox Technology in connection with the processing of BBTR Exchange Data only.

Reservation of Rights. Assignor reserves the non-transferable right, without the right to license or sublicense, to use the Patent Rights for its own non-commercial, educational and research purposes and in research collaborations with academic or non-profit partners.