The Patent Applications, which are described in the Appendix 1 of this Amendment, and all patent rights arising therefrom constitute Subsequently Added Intellectual Property and Appendix G to the License Agreement is hereby amended by adding the information on Appendix 1 hereto to Appendix G.

The following definitions shall be added to Section 1 of the License Agreement in the appropriate alphabetical order:

The following subsections shall be added to Section 7 of the License Agreement (Patent Prosecution):

Penn or UFRF, as applicable, will solicit input from Licensee regarding [***]. Penn or UFRF, as applicable, will submit, or will cause to be submitted to Licensee (or its designated counsel) [***].

Penn or UFRF, as applicable, shall maintain the Patent Rights related to Penn Subsequently Added Intellectual Property or UF Subsequently Added Intellectual Property, as applicable, in at least the following countries: [***]. Licensee shall pay all costs and expenses incurred by Penn or UFRF, as applicable, related to the preparation, filing, prosecution (including interferences and oppositions), issuance, maintenance and reporting of the Patent Rights related to Penn Subsequently Added Intellectual Property or UF Subsequently Added Intellectual Property, as applicable, in such countries and in any additional countries or jurisdictions in which Penn or UFRF, as applicable, and Licensee mutually agree to pursue such preparation, filing, prosecution (including interferences and oppositions), issuance, maintenance and reporting, in each case that were not previously reimbursed, within [***] of receipt of an invoice from Penn or UFRF, as applicable. Licensee shall keep Penn or UFRF, as applicable, fully apprised of the entity status of Licensee and all Sublicensees with respect to United States and applicable foreign patent laws. Licensee shall inform Penn or UFRF, as applicable, of any changes in writing of the entity status from “small entity” to “large entity” or vice versa with respect to United States and applicable foreign patent laws within [***] of any change.

Penn or UFRF, as applicable, shall, with respect to Penn Subsequently Added Intellectual Property or UF Subsequently Added Intellectual Property, as applicable, and any related Patent Rights, remain in compliance with The Patent and Trademark Law Amendments Act of 1980 (Public Law 96-517; 35 U.S.C. §§ 200-212), including any amendments thereto and all regulations promulgated thereunder, and shall reasonably assist Licensee in complying with Licensee’s obligations under such law, including, as applicable, that set forth in Section 17.1.

Licensee shall have the sole right in electing which of the Patent Rights related to Subsequently Added Intellectual Property shall receive any patent term extension under 35 U.S.C. § 156 in the United States, supplemental protection certificate in the European Union and similar rights in foreign jurisdictions. Penn or UFRF, as applicable, and Licensee shall cooperate in timely filing and obtaining the patent term extension, supplemental protection certificate and similar rights for such Patent Right(s) elected by Licensee.

Except as expressly set forth in this Amendment, the License Agreement remains in full force and effect in accordance with its terms.

Penn and UFRF each consents to Licensee filing a copy of this Amendment with the Securities and Exchange Commission, in accordance with its rules and regulations.

This Amendment may be executed in counterparts, each of which will be deemed an original, and all of which together will be deemed to be one and the same instrument. A portable document format (PDF) or electronic copy of this Amendment, including the signature pages, will be deemed an original.