Third Parties. This Letter of Intent is intended for the sole and exclusive benefit of the parties hereto and their respective successors and controlling persons, and no other person, firm or corporation shall have any third-party beneficiary or other rights hereunder.

Third Parties. Kyorin will be entitled to subcontract to Third Parties, and to utilize the services of Third Parties to perform, its Development activities under this Section 3, provided that # Kyorin provides a list of such Third Parties to aTyr upon aTyr’s request in a reasonably timely manner following such request; # Kyorin requires such Third Party to operate in a manner consistent with this Agreement; and # Kyorin remains at all times fully liable to aTyr for its Development responsibilities under this Agreement. Kyorin will require that each agreement with any such Third Party contain confidentiality and non-use provisions that are no less stringent than those set forth in Section 9.1 with respect to aTyr’s Confidential Information, and provisions whereby Kyorin obtains ownership of, or a fully sublicenseable license (or an exclusive option to obtain such license) under and to, any Know-How and Patents that are developed by such Third Party in the performance of such agreement and are reasonably necessary or useful to Develop or Commercialize Licensed Products in the Field, provided that the foregoing requirement to obtain ownership of, or a fully sublicensable license (or an exclusive option to obtain such license) will not apply to any improvements to the proprietary core or platform technology owned or in-licensed by any such Third Party or its Affiliates unless such improvements are reasonably necessary to Develop or Commercialize those Licensed Products with respect to which such Third Party or its Affiliate conducted its activities under such Third Party agreement. Kyorin will be solely responsible for direction of and communications with such Third Party service provider.

Third Parties. Nothing in this Agreement, whether express or implied, is intended to: # confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; # relieve or discharge the obligation or liability of any person not an express party to this Agreement; or # give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.

Third Parties. Nothing in this Agreement, whether express or implied, is intended to: # confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; # relieve or discharge the obligation or liability of any person not an express party to this Agreement; or # give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.

Third Parties. Nothing in this Agreement, whether express or implied, is intended to: # confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; # relieve or discharge the obligation or liability of any person not an express party to this Agreement; or # give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.

Third Parties. Nothing in this Agreement, whether express or implied, is intended to: # confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; # relieve or discharge the obligation or liability of any person not an express party to this Agreement; or # give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.

Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a party hereto or thereto or a successor or permitted assign of such a party.

Third Parties. Upon the prior written consent of NPLH, such consent not to be unreasonably withheld, conditioned, or delayed, Everest may grant a sublicense of the rights granted under the license in Section 2.1 (License to Everest) through multiple tiers to any Third Party; provided that # Licensed Know-How may only be sublicensed along with the Licensed Patents (other than in the case of a sublicense to a fee-for-service Subcontractor in the context of subcontracting pursuant to [Section 2.9] (Subcontracting)); # each sublicense granted to a Third Party shall be in writing, and shall incorporate terms and conditions that are consistent with, and expressly made subject to, the terms and conditions of this Agreement; # NPLH shall be provided by Everest with a copy of such sublicense agreement within ​ days of execution, which copy may redact any financial or other proprietary terms; and # Everest shall be responsible to NPLH for a breach of this Agreement due to the breach by such Third Party of such sublicense agreement. Everest hereby waives any requirement that NPLH exhaust any right, power or remedy, or proceed against any such sublicensee for any obligation or performance under this Agreement prior to proceeding directly against Everest. Upon the prior written consent of Everest, such consent not to be unreasonably withheld, conditioned, or delayed, NPLH may grant a sublicense of the rights granted under the license in Section 2.2 (License to NPLH) through multiple tiers to any Third Party; provided that # Everest Know-How may only be sublicensed along with the Everest Patents (other than in the case of a sublicense to a fee-for-service Subcontractor pursuant to [Section 2.9] (Subcontracting)); # each sublicense granted to a Third Party shall be in writing, and shall incorporate terms and conditions that are consistent with, and expressly made subject to, the terms and conditions of this Agreement; # Everest shall be provided by NPLH with a copy of such sublicense agreement within ​ days of execution, which copy may redact any financial or other priority terms; and # NPLH shall be responsible to Everest for a breach of this Agreement due to the breach by such Third Party of such sublicense agreement. NPLH hereby waives any requirement that Everest exhaust any right, power or remedy, or proceed against any sublicensee for any obligation or performance under this Agreement prior to proceeding directly against NPLH.

Third Parties. Nothing in this Agreement, whether express or implied, is intended to: # confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; # relieve or discharge the obligation or liability of any person not an express party to this Agreement; or # give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.

Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in or be deemed to have been executed for the benefit of, any person or entity that is not a Party hereto or thereto or a successor or permitted assign of such a Party.