The license(s) granted to [[Intellia:Organization]] in Section 2.1 and to Caribou in Section 2.2 may be sublicensed, in full or in part, by [[Intellia:Organization]] and Caribou, respectively, (each, the “Sublicensing Party”) by a written agreement to its Affiliates and Third Parties (with the further right to sublicense ​ provided that the following shall likewise apply with respect to sublicenses granted by a Sublicensee), provided, that:

Permitted Sublicensing. Institute grants to the Licensee the right to sublicense, in whole or in part, as follows: # Licensee shall have the right to sublicense the Patent Rights and the Know-How Rights within the Territory in the Licensed Field solely to Licensee’s Affiliates and subcontractors performing work on behalf of Licensee; and # Licensee shall have the right to sublicense the right to make, use, sell, offer for sale and import Licensed Products within the Territory in the Licensed Field through multiple tiers. The term Sublicense shall include any grant of rights under this Agreement by a Sublicensee to any downstream Third Party, such downstream Third Party shall also be considered a Sublicensee for purposes of this Agreement.

Permitted Sublicensing. Licensee shall have the right to grant sublicenses under any or all of the rights granted hereunder to its Affiliates and to # public companies listed on the NYSE or NASDAQ stock exchanges or any foreign equivalent thereof; # private companies having at least ​ in annual sales or cash on its balance sheet at the time the sublicense is entered into; # Prometheus Laboratories Inc. or # entities which have been approved in writing by CSMC (such consent not to be unreasonably withheld, delayed, or conditioned); provided that, in the event that CSMC has not responded to any request for approval from Licensee within ​ days of receiving such request, such request shall be deemed approved (each, a “Sublicensee”). Without limiting the generality of the foregoing, it shall be unreasonable for CSMC to withhold approval of a potential sublicensee if such potential sublicensee has a level of science, management and investors commensurate with or greater than Licensee or which is otherwise of a reasonably sufficient level to carry out the rights and obligations being sublicensed to it. In any business transaction that results, in whole or in part, with a third party selling any Product for which Licensee would owe CSMC Royalties pursuant to this Agreement if Licensee sold such Product, then Licensee shall grant a sublicense to such third party memorializing such grant of rights, any such third party shall be deemed to be a “Sublicensee” hereunder, and Royalties shall be due and payable by Licensee with respect to any and all sales of Products by such Sublicensee.

Sublicensing Generally. Any Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the payment of Royalties, use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Sublicensees may further sublicense the rights granted hereunder to # public companies listed on the NYSE or NASDAQ stock exchanges or any foreign equivalent thereof; # private companies having at least ​ in annual sales or cash on its balance sheet at the time the sublicense is entered into; and # entities which have been approved in writing by CSMC (such consent not to be unreasonably withheld, delayed, or conditioned); provided that, in the event that CSMC has not responded to any request for approval from such Sublicensee within ​ days of receiving such request, such request shall be deemed approved. Without limiting the generality of the foregoing, it shall be unreasonable for CSMC to withhold approval of a potential subsublicensee if such potential subsublicensee has a level of science, management and investors commensurate with or greater than Licensee or which is otherwise of a reasonably sufficient level to carry out the rights and obligations being sublicensed to it. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements and subsublicense agreements, any subsequent amendments, and all copies of Sublicensees’ profit sharing or royalty reports, in no event more than ​ days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Sublicensees. If Licensee shall conduct one or more audits of its Sublicensees hereunder during the term hereof, Licensee shall provide copies of any audit report indicating an underpayment or overpayment to CSMC on a timely basis. The covenants pertaining to the payment of Royalties, the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Sublicensing Rights. The Collaborative Products License shall not be sublicensable by Tracon except with the prior written consent of Eucure, in Eucure’s sole discretion. In the event the Parties agree to an arrangement whereby Tracon sub-licenses any rights under the Collaborative Products License to a Third Party Licensee in the Field in the Collaborative Territory, the Parties shall use good faith efforts to negotiate the sharing of all proceeds from such sublicense grant, on the basis of each Party’s investment in the discovery and Development of Collaborative Product.

Sublicensing Income. On a Product-by-Product basis, if Coya enters into a Sublicense for a Mono Product, then Coya will pay to ARScience Bio ​ of the Sublicensing Income for such Product under such Sublicense. On a Product-by-Product basis if Coya enters into a Sublicense for a Combination Product, then Coya will pay to ARScience Bio ​ of the Sublicensing Income for such Product under such Sublicense.

Sublicensing Payment. In the event that Licensee and a Third Party enter into a sublicense agreement ​ pursuant to which Licensee grants a sublicense to such Third Party for substantially all of Licensee’s rights to the Licensed Product(s) or the Licensed Compound(s) in the Field in one or more countries in the Territory, within ​ of Sublicensing Income ​ under such sublicense agreement, Licensee shall pay to [[AstraZeneca:Organization]] an amount (“Sublicensing Payment”) equal to ​. To the extent that Licensee at the same time as wishing to sublicense its rights under this Agreement to the [[AstraZeneca:Organization]] Patents, ​ Combination Patents, [[AstraZeneca:Organization]] Know-How, [[AstraZeneca:Organization]] Regulatory Documentation, or Combination Data (“[[AstraZeneca:Organization]] IP Sublicense”) also wishes to out-license or sub-license any other intellectual property rights (the “Other IP Sublicense”), then Licensee shall use Commercially Reasonable Efforts to separate the [[AstraZeneca:Organization]] IP Sublicense and the Other IP Sublicense into two (2) separate agreements with separate financial terms. Only to the extent that it is not possible to enter into two (2) such separate agreements and Licensee as a result will have to enter into one (1) sole sublicensee Agreement (the “Combined Sublicense Agreement”), then the portion of the consideration received by Licensee or its Affiliates under the Combined Sublicense Agreement for

Sublicensing Rights. Subject to the terms and conditions of this Agreement, Acadia shall have the right to grant sublicenses of the rights granted to it under Section 2.1(a) and Section 2.1(b) through multiple tiers, without Stoke’s prior consent, on a Target-by-Target basis to # its Affiliates, provided that such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Acadia, and # Third Parties, provided that in the case of (y), Acadia shall not sublicense any of its rights under Section 2.1(a) or Section 2.1(b) until the conclusion of the Research Term without Stoke’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Each sublicense granted by Acadia pursuant to this Section 2.2(a) shall be pursuant to a written agreement that # is consistent with the terms of this Agreement, # includes obligations of confidentiality and non-use applicable to the Confidential Information of the other Party that are at least as stringent as those set forth in Article 10 and # includes terms that are consistent with the intellectual property provisions set forth in this Agreement. Acadia shall promptly provide Stoke with a copy of each such final executed sublicense, which sublicense may be redacted to protect confidential information of the Sublicensee or to redact information related to any product other than a Product (but shall be sufficient, after such redactions, for Stoke to determine the scope of the licenses and sublicenses granted to such Sublicensee with respect to any Product). If any such sublicense is not in English, Acadia will provide Stoke with a translation thereof into English. No sublicensing by Acadia, its Affiliate or Sublicensee in accordance with this [Section 2.2(a)(i)] shall relieve Acadia of its obligations under this Agreement or any liability hereunder.

Sublicensing Rights. Notwithstanding anything to the contrary in this Agreement, except as permitted under this Section 2.2(b), neither Party shall grant a sublicense of the rights granted to such Party under [Section 2.1(c)] unless approved by the JSC.

Takeda shall have the right to sublicense (through multiple tiers) any of its rights under [Section 5.2(b)] or [Section 5.2(c)] to any Affiliate of Takeda or any Third Party, provided that any such sublicense shall comply with the applicable terms of this Agreement. As soon as reasonably practicable (but in any event within […​…] following the grant of any such sublicenses, other than non-exclusive sublicenses in the normal course of business that do not grant commercialization rights to the Sublicensee or sublicenses to Affiliates, Takeda shall notify Poseida of the grant of such sublicense and provide to Poseida a copy of the applicable sublicense agreement, which copy may be redacted with respect to information not pertinent to compliance with this Agreement.