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 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 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.

Terms. Each Incremental Amendment will set forth the amount and terms of the relevant Incremental Facility. The terms of each Incremental Facility will be as agreed between the ​ and the Persons providing such Incremental Facility; provided that:

Terms. Any terms used in this Agreement that are not otherwise defined shall have the meanings ascribed to them in the Plan.

Breach by Sublicensee. During the term of this Agreement, Licensee shall be responsible for any breach of a Sublicense agreement by a Sublicensee that results in a material breach of this Agreement. Licensee may elect # to cure such breach in accordance with [Section 6.2.2] of this Agreement or # to enforce its rights by terminating such Sublicense agreement in accordance with the terms thereof.

“Sublicensee” means a Third Party to whom Allena or its Affiliate has granted a sublicense under the Althea IP in accordance with the terms of this Agreement

The parties hereto agree that: # Bellus may not publicly disclose the existence or terms or any other matter of fact regarding the ​ Sublicense Agreement without the prior written consent of ​ (except to the extent such disclosure would be permitted under [Section 5.4] of the Bellus License Agreement if it applied to the ​ Sublicense Agreement); # none of the parties hereto may publicly disclose the existence or terms or any other matter of fact regarding this Letter Agreement without the prior written consent of each of the other parties hereto (except to the extent such disclosure would be permitted under [Section 5.4] of the ​ Sublicense Agreement if it applied to this Letter Agreement); and # following the execution of the ​ Sublicense Agreement, the parties shall issue a mutually agreed joint press release, in the form attached hereto as [Exhibit B].

Required Provisions in Sublicenses and Subcontracts. Any direct sublicensee of Arcus may further sublicense and subcontract its rights, in whole or in part, to Develop, manufacture, Commercialize or otherwise exploit Licensed Products, provided that any such sublicense is granted, or such subcontract is entered into, in accordance with the terms of [Section 2.2]. Arcus shall use Commercially Reasonable Efforts to require its direct sublicensees to obtain Arcus’ written consent prior to granting any such further sublicenses. If such requirement is included in the written sublicense agreement between Arcus and a direct sublicensee, Arcus agrees to seek WuXi’s prior consent in the event of any sublicensing request by such Arcus direct sublicensee, which consent shall not be unreasonably withheld, conditioned or delayed by WuXi. No further sublicensing or subcontracting is permitted beyond that expressly stated in this [Section 2.3] without WuXi’s written consent. Each such Arcus sublicense and further sublicense by an Arcus sublicensee must be in writing and include language materially similar to the following:

Each sublicense granted by a Party to an Affiliate or Third Party pursuant to this [Section 10.4] or pursuant to [Section 3.3] will: # be in writing; # be subject and subordinate to, and consistent with, the terms and conditions of this Agreement; and # require the applicable sublicensee to comply with all applicable terms of this Agreement. The sublicensing Party (i.e., Unum or SGI, as applicable) will provide the other Party with a copy of each agreement containing any such sublicense granted to any non-Affiliate sublicensee within ​ days of execution of such agreement, and to the extent that redaction is not prohibited by any Unum Existing In-Licenses, SGI Existing In-Licenses and In-Licenses, if and as applicable, such sublicense agreement may be redacted as necessary to protect commercially sensitive information but any such redactions will not pertain to any provision that is necessary for the non-sublicensing Party to confirm the sublicensing Party’s compliance with this Agreement. No sublicense will diminish, reduce or eliminate any obligation of the sublicensing Party under this Agreement, and the sublicensing Party will remain responsible for its obligations under this Agreement and will be responsible for the performance of all of its sublicensees as if any such sublicensee were the sublicensing Party hereunder. Each sublicense granted by a Party under any license granted by the other Party to such Party hereunder will terminate immediately upon the termination of such license from such other Party. For purposes of this Section, an option or other right to receive a sublicense will be treated as a sublicense.

The sublicense is limited solely to ​ providing second source services to ​ customers and markets as defined in and under the terms and conditions of the second source agreement between ​ and ​ (“Second Source Agreement”).

. In further consideration of the rights and licenses granted hereunder, Licensee shall pay UM a royalty of ​ percent (​) of Net Sales of all Products sold by Licensee or its Affiliate for commercial use.

“Control” or “Controlled” means with respect to any item of or right under Licensed Patents or Licensed Know-How, the possession of (whether by ownership or license, other than pursuant to this Agreement) the ability of a Party to grant a license or sublicense of such items or right as provided for herein without violating the terms of any agreement or other arrangement with any Third Party existing at the time such Party would be required hereunder to grant the other Party such license or sublicense.