TECHNOLOGY LICENSE AGREEMENT

EXHIBIT 2.1.3

TECHNOLOGY LICENSE AGREEMENT

This Technology License Agreement (this “ Agreement ”) is entered into as of the      ^th day of             , 2009 (“ Effective Date ”) by and between Maxygen, Inc., a Delaware corporation with its principal place of business at 515 Galveston Drive, Redwood City, California 94063 (“ Maxygen ”), and CPC, a Delaware limited liability company with its principal place of business at 515 Galveston Drive, Redwood City, California 94063 (“ CPC ”). Maxygen and CPC are each referred to herein by name or, individually, as a “ Party ” or, collectively, as the “ Parties .”

BACKGROUND

A. Maxygen owns or possesses certain right, title and interest in Enabling Technology, Software, In-Licensed Project-Specific Technology, RR Technology and CMVP Technology, and related Patents and Know-How (all as defined below), which may have potential usefulness in the research, development, manufacture or commercialization of protein pharmaceutical products;

B. Concurrently with the execution of this Agreement, Maxygen and CPC have executed Asset Contribution Agreement between Maxygen and CPC (the “ Asset Contribution Agreement ”) pursuant to which CPC will acquire certain assets of Maxygen related to the research, development, manufacture or commercialization of protein pharmaceutical products;

C. CPC desires to obtain certain licenses with respect to the Enabling Technology, Software, In-Licensed Project-Specific Technology, RR Technology and CMVP Technology, and Maxygen is willing to grant such licenses, all on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

The following capitalized terms shall have the corresponding meanings as used in this Agreement:

1.1 “ 4 Program ” shall have the meaning provided in the Asset Contribution Agreement.

1.2 “ Accounting Standards ” means generally accepted accounting principles applicable internationally or in a particular country (e.g., International Accounting Standards, Japanese Accounting Standards, U.S. Accounting Standards), as consistently applied by or on behalf of the relevant Party.

1.3 “ Adjuvant ” means a nucleic acid, protein or polypeptide that, when administered in conjunction with one or more Antigens (simultaneously or in a phased manner), induces in a human or animal recipient an improved Immune Response to the one or more Antigens; in each case,

regardless of the formulation of such nucleic acid, protein or polypeptide (e.g., whether containing purified nucleic acid(s), protein(s) or polypeptide(s), a mixture of nucleic acid(s), protein(s) or polypeptide(s) or displayed on the surface of a cell, spore, virus or other delivery vehicle) or the mode of its delivery (e.g., via injection, ingestion, inhalation or ballistic device). For purposes of clarity, a therapeutic protein, polypeptide or nucleic acid that creates an Antigen Specific Response per se to such therapeutic protein, polypeptide or nucleic acid (or protein or polypeptide encoded by such nucleic acid) is not an Adjuvant for purposes of this Agreement. (“Antigen,” “Antigen-Specific Response,” and “Immune Response” are defined in Sections 1.48, 1.48.1, and 1.48.2 below.)

1.4 “ Affiliate ” means any corporation or other business entity that controls, is controlled by, or is under common control with a Party, for so long as such control exists. A corporation or other entity shall be regarded as in “control” of another corporation or entity if it owns or directly or indirectly controls at least fifty percent (50%) of the outstanding shares or other voting rights of the other corporation or entity having the right to elect directors or such lesser percentage that is the maximum permitted to be owned by a foreign entity in those jurisdictions where majority ownership by foreign entities is prohibited, or (i) in the absence of the ownership of at least fifty percent (50%) of the outstanding shares or other voting rights of a corporation, or (ii) in the case of a non-corporate business entity, if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the corporation or non-corporate business entity, as applicable, whether through the ownership or control of voting securities, by contract or otherwise. Notwithstanding a Party’s ownership interest in, or control over, the other Party, a Party hereunder shall not be deemed an Affiliate of the other Party under this Agreement. Furthermore, notwithstanding Astellas’ ownership interest in, or control over, CPC, CPC shall not be deemed an Affiliate of Astellas, nor vice versa , under this Agreement unless, and until such time as, Astellas acquires one hundred percent (100%) ownership of CPC through exercise of its Buy-Out Option or otherwise.

1.5 “ Astellas Agreement ” means the Co-Development and Commercialization Agreement by and between CPC (as successor-in-interest to Maxygen) and Astellas Pharma Inc., a Japanese corporation, (“ Astellas ”), dated September 18, 2008, as the same may be amended from time to time.

1.6 “ Astellas Agreement Technology ” means the Astellas Agreement Know-How and Astellas Agreement Patents.

1.6.1 “ Astellas Agreement Know-How ” means Know-How and Materials, if any, that (i) is Controlled by Maxygen or an Affiliate as of the Effective Date or at any time during the Term prior to the Survival Date (subject to Section 2.5 with respect to New Third Party Agreements, if any, entered into by Maxygen after the Date of the Master Joint Venture Agreement), (ii) is not assigned to CPC under the Asset Contribution Agreement, and (iii) is (a) resulting from or generated under the 4 Program as conducted by or for Maxygen prior to the Effective Date (including all CTLA-4 Variants), or used (or has been used) in, or useful for, the 4 Program or both the 4 Program and the Other Programs in each case as conducted (or anticipated to be conducted) by or for Maxygen as of or prior to the Effective Date, (b) within the scope of Know-How licensed to Astellas under the Astellas Agreement (determined as if Maxygen remained a party thereto), or (c) was practiced by Maxygen in performance of its obligations or exercise of its rights under the Astellas Agreement prior to the Effective Date or are necessary or useful for CPC in performance of its

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obligations or exercise of its rights under the Astellas Agreement after the Effective Date. Notwithstanding the foregoing, the Astellas Agreement Know-How does not include any Know-How or Materials within the Excluded Technology or any Enabling Know-How or Enabling Materials.

1.6.2 “ Astellas Agreement Patents ” means (I) any Patents, if any, that (i) are Controlled by Maxygen or an Affiliate as of the Effective Date or during the Term of this Agreement (subject to Section 2.5 with respect to New Third Party Agreements, if any, entered into by Maxygen after the Date of the Master Joint Venture Agreement), (ii) are not assigned to CPC under the Asset Contribution Agreement, and (iii) are (a) resulting from or generated under the 4 Program as conducted by or for Maxygen prior to the Effective Date (including all CTLA-4 Variants), or used (or has been used) in, or useful for, the 4 Program or both the 4 Program and the Other Programs in each case as conducted (or anticipated to be conducted) by or for Maxygen as of or prior to the Effective Date, (b) within the scope of Patents licensed to Astellas under the Astellas Agreement (determined as if Maxygen remained a party thereto), or (c) were practiced by Maxygen in performance of its obligations or exercise of its rights under the Astellas Agreement or are necessary or useful for CPC to in performance of its obligations or exercise of its rights under the Astellas Agreement, and (II) any Patents whether filed or issued as of or after the Effective Date that claim priority to any Patent included within (I). Notwithstanding the foregoing, the Astellas Agreement Patents do not include any Patents within the Excluded Technology or any Enabling Patents.

1.7 “ Bayer Agreement ” means that certain License Agreement by and between Maxygen, Inc. and Bayer HealthCare LLC, dated July 1, 2008, as may be amended by the parties thereto from time to time.

1.8 “ Business Day ” means any day other than a Saturday, Sunday or any other day on which commercial banks in Tokyo, Japan or San Francisco, California (as applicable) are authorized or required by Law to remain closed.

1.9 “ Buy-Out Option ” shall have the meaning provided in the Investors’ Rights Agreement by and between Maxygen, CPC and Astellas of even date herewith.

1.10 “ CMVP Technology ” means the CMVP Patents, CMVP Materials and CMVP Know-How.

1.10.1 “ CMVP Know-How ” means Know-How Controlled by Maxygen or an Affiliate as of the Effective Date related to the cytomegalovirus (“ CMV ”) promoter, or variants thereof, that is reasonably necessary and/or useful for making or using CMVP Materials as research reagents.

1.10.2 “ CMVP Materials ” means the CMV promoter variants and related Materials listed on Exhibit 1.10.2 .

1.10.3 “ CMVP Patents ” means (I) the Patents listed on Exhibit 1.10.3 , (II) any other Patents, if any, that (i) are Controlled by Maxygen or an Affiliate as of the Effective Date and (ii) claim the composition, or are directed to the manufacture or use of, CMV promoter variants

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made or used by Maxygen prior to the Effective Date, and (III) any Patents whether filed or issued as of or after the Effective Date that claim priority to any Patent included within (I) or (II). CMVP Patents shall also include future patent applications and patents issuing thereon to the extent they have utility in the manufacture, use or sale of CMV immediate early promoter variants and claim priority to any Patents within the scope of the foregoing sentence (provided, however, that with respect to continuation-in-part applications, only those claims thereof which claim priority to a date on or before the Effective Date shall be included in the license hereunder). Notwithstanding the foregoing, the CMVP Patents do not include any Patents licensed to Maxygen by the University of Iowa Research Foundation or any other Patents within the Excluded Technology.

1.11 “ Compound ” means (i) any amino acid (including any natural, synthetic, modified or other amino acid analogue) chain that is a human or humanized protein, or any variant, homolog, derivative, mutant or fragment thereof, in each case other than any Excluded Protein Variant or Vaccine, (each, a “ Protein Molecule ”) and (ii) any Protein Molecule that is conjugated or otherwise coupled to any other molecule (e.g., polyethylene glycol, immunoglobulin domain, sialylation, pegylated, or glycosylation). For the avoidance of doubt, Compounds include any CTLA-4 Variants and Other Protein Variants (as such terms are defined in the Asset Contribution Agreement).

1.12 “ Contributor Technology ” means the Contributor Patents and Contributor Know-How.

1.12.1 “ Contributor Know-How ” means Know-How within the Contributor Intellectual Property (as defined in the Asset Contribution Agreement) assigned to CPC under the Asset Contribution Agreement; provided , however , that Contributor Know-How shall exclude all such Know-How resulting from or generated under the 4 Program (as defined in the Asset Contribution Agreement) as conducted by or for Maxygen as of or prior to the Effective Date.

1.12.2 “ Contributor Patents ” means Patents within the Other Program Intellectual Property (but excluding those Patents listed on Schedule 2.1(b)(2) of the Asset Contribution Agreement) and Other Contributor Intellectual Property (as those terms are defined in the Asset Contribution Agreement) assigned to CPC under the Asset Contribution Agreement; provided , however , that Contributor Patents shall exclude all such Patents resulting from or generated under the 4 Program (as defined in the Asset Contribution Agreement) as conducted by or for Maxygen as of or prior to the Effective Date, and shall for the avoidance of doubt exclude all Patents listed on Schedule 2.1(a) of the Asset Contribution Agreement.

1.13 “ Control ” means, with respect to particular Know-How and any and all non-Patent intellectual property rights therein, or a particular Patent, possession by the Party granting the applicable right, license or sublicense to the other Party as provided herein, of the power and authority, whether arising by ownership, license, or other authorization, to disclose and, if applicable, to deliver the particular Know-How to the other Party, and to grant and to authorize under such Know-How or Patent the right, license or sublicense, as applicable, to such other Party in this Agreement (i) without giving rise to a violation of the terms of any written agreement with any Third Party, and (ii) subject to the provisions of Section 2.5, below, with respect to rights, licenses or sublicenses conveyed to Maxygen under Third Party Agreements or New Third Party Agreements that are subject to payment obligations to such Third Parties. “ Controlled ” and “ Controlling ” have their correlative meanings.

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1.14 “ CTLA-4 Variants ” shall have the meaning provided in the Asset Contribution Agreement.

1.15 “ Dollars ” or “ $ ” refers to United States dollars.

1.16 “ Enabling Technology ” means the Enabling Patents, Enabling Materials, and Enabling Know-How.

1.16.1 “ Enabling Know-How ” means Know-How Controlled by Maxygen or an Affiliate as of the Effective Date directed to (a) methods of performing Shuffling (whether using tangible materials or in silico ), or (b) generally applicable screening techniques, methodologies or processes for identifying genetic variants of interest, in each case that are reasonably necessary or useful for using or practicing the Enabling Patents and/or the Enabling Materials in and for the research, development, manufacture or commercialization of Compounds and Products in the Field.

1.16.2 “ Enabling Materials ” means the Materials listed on Exhibit 1.16.2 .

1.16.3 “ Enabling Patents ” means (I) the Patents listed on Exhibit 1.16.3 , (II) all other Patents that (i) are Controlled by Maxygen or an Affiliate as of the Effective Date and (ii) claim (a) methods of performing Shuffling (whether using tangible materials or in silico ), or (b) generally applicable screening techniques, methodologies or processes for identifying genetic variants of interest, or (c) Software useful for the performance of Shuffling or analysis of resulting Shuffled proteins, and (III) any Patents whether filed or issued as of or after the Effective Date that claim priority to any Patent included within (I) or (II). Enabling Patents shall include future patent applications and patents issuing thereon to the extent they have utility in the performance of Shuffling or generally applicable screening techniques, methodologies or process for identifying genetic variants of interest and claim priority to any Patents within the scope of the foregoing sentence (provided, however, that with respect to continuation-in-part applications, only those claims thereof which claim priority to a date on or before the Effective Date shall be included in the license hereunder). Notwithstanding the foregoing, Enabling Patents shall exclude all Patents within the Excluded Technology.

1.17 “ Excluded Protein Variant or Vaccine ” means (i) any amino acid (including any natural, synthetic, modified or other amino acid analogue) chain that is an (A) Exclusively Out-Licensed Protein, (B) granulocyte colony stimulating factor (G-CSF), (C) a protein from an infectious agent or a polynucleotide encoding such protein that in each case is intended to be used as a Vaccine (including infectious agents or other constructs incorporating a Vaccine and/or genetic material encoding a Vaccine (including live-attenuated or whole killed virus), but solely when such agent, construct or material is included with or otherwise incorporates a protein from an infectious agent (or variant, homolog, derivative, mutant or fragment of such protein as described in (D), below) or a polynucleotide encoding such protein (or such variant, homolog, derivative, mutant or fragment) and is intended to be used as a Vaccine), or (D) any variant, homolog, derivative, mutant, or fragment of the amino acid chains described in the foregoing subsections (A), (B) or (C), which in

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the case of (C) is intended to be used as a Vaccine (each, an “ Excluded Protein Molecule ”) and (ii) any Excluded Protein Molecule that is conjugated or otherwise coupled to any other molecule (e.g., polyethylene glycol, immunoglobulin domain, sialylation, pegylated, or glycosylation). In no event shall Excluded Protein Variant or Vaccines include any CTLA-4 Variants or (x) any amino acid (including any natural, synthetic, modified or other amino acid analogue) chain that is a protein or polypeptide listed on Schedule 2.1(b)(1) of the Asset Contribution Agreement, or (y) any variant, homolog, derivative, mutant, or fragment of subsection of (x), provided that in the case of (y) such variant, homolog, derivative, mutant, or fragment has not been altered or modified in such a way as to cause such variant, homolog, derivative, mutant, or fragment to fall within (A), (B), or (C) of the definition of Excluded Protein Variant or Vaccine set forth in the first sentence of this Section 1.17 or to fall within (D) above such that a reasonable, independent expert knowledgeable and experienced in working with protein pharmaceuticals would primarily consider such variant, homolog, derivative, mutant, or fragment to be a variant of a protein or polypeptide within (A), (B) or (C) above or a material portion thereof (rather than as a variant of some other protein or material portion thereof).

1.18 “ Excluded Technology ” means the Patents, Materials and Know-How of Third Parties (sub)licensed to Maxygen under the agreements specified in Exhibit 1.18 (or, where indicated on Exhibit 1.18 as only partially excluded agreements, the rights of Maxygen with respect to specific Patents indicated as “excluded” that are licensed to Maxygen under such agreement and, for the avoidance of doubt, Patents not so indicated as excluded or otherwise not licensed under any agreements specified in Exhibit 1.18 are not within Excluded Technology).

1.19 “ Exclusively Out-Licensed Protein ” has the meaning set forth in Exhibit 1.19 attached hereto.

1.20 “ Field ” means: (i) with respect to Compounds and Products that are Resulting Products derived in whole or part from Shuffling conducted prior to January 1, 2017, the Treatment of human diseases or conditions, and (ii) with respect to all other Compounds and Products, the Treatment or diagnosis of human diseases or conditions. For the avoidance of doubt, the Field includes discovery, research, development and/or commercialization of (x) such Compounds and Products that are Resulting Products for such Treatment, and (y) such other Compounds and Products for such Treatment and diagnosis, and the Field excludes discovery, research, development and/or commercialization of any Excluded Protein Variant or Vaccine.

1.21 “G-CSF Variant” means (i) any amino acid (including any natural, synthetic, modified or other amino acid analogue) chain that is a granulocyte colony stimulating factor (G-CSF) or any variant, homolog, derivative, mutant, or fragment thereof (each, a “ G-CSF Molecule ”) and (ii) any G-CSF Molecule that is conjugated or otherwise coupled to any other molecule (e.g., polyethylene glycol, immunoglobulin domain, sialylation, pegylated, or glycosylation).

1.22 “ Governmental Authority ” means any: (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, unit, or body and any court or other legal tribunal); or (d) any governmental multinational organization or body.

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1.23 “ In-Licensed Project-Specific Technology ” means the Patents, Materials and Know-How licensed to Maxygen pursuant to the Letter Agreement between InterMune, Inc. and Maxygen Holdings Ltd., dated July 27, 2007 .

1.24 “ Know-How ” means any and all data and information including (i) ideas, discoveries, inventions (whether or not patentable and whether or not reduced to practice), technology, improvements or trade secrets; (ii) research and development data, such as medicinal chemistry data, nonclinical data, preclinical data, pharmacology data, chemistry data (including analytical, product characterization, manufacturing, and stability data), toxicology data, clinical data (including investigator reports (both preliminary and final), statistical analyses, expert opinions and reports, safety and other electronic databases), analytical and quality control data and stability data, in each case together with supporting data; (iii) databases, data compilations and collections, specifications, formulations, formulae; (iv) practices, knowledge, techniques, methods, formulas, processes, manufacturing information, including technical data and customer and supplier lists; (v) information regarding research materials, reagents and compositions of matter; (vi) works of authorship including, without limitation, computer programs, source code and executable code, whether embodied in software, firmware or otherwise, documentation, designs, files, net lists, records, data and mask works; and (vii) copies of the foregoing in any form and embodied in any media. Know-How excludes any Patent rights with respect thereto (but does include information in unpublished patent applications).

1.25 “ Law ” means, individually and collectively, any and all laws, ordinances, rules, directives and regulations of any kind whatsoever of any governmental or regulatory authority within the applicable jurisdiction.

1.26 “ Licensed Technology ” means the Enabling Technology, the Software, the In-Licensed Project-Specific Technology, the RR Technology, the Other Program Technology, the Astellas Agreement Technology, and the CMVP Technology; provided , however , that “Licensed Technology” excludes the Excluded Technology.

1.27 “ Material ” means any chemical or biological substances including any: (i) organic or inorganic chemical element or compound; (ii) nucleic acid; (iii) vector of any type (e.g., cosmid, plasmid, spore, phage, virus, or virus-like particle), and subunits of the foregoing; (iv) host organism, including prokaryotic cells, eukaryotic cells or animals; (v) eukaryotic cell line, prokaryotic cell line or expression system; (vi) protein, including any peptide or amino acid sequence, enzyme, antibody or protein conferring targeting properties and any fragment of any of the foregoing; (vii) genetic material, including any genetic nucleic acid construct, marker gene and genetic control element (e.g., promoter, termination signal), gene, genome or variant of any of the foregoing; or (viii) assay or reagent, including compounds, clinical candidates, compound libraries, animal models, and other physical, biological or chemical material, in each case which exist and are Controlled by Maxygen or an Affiliate prior to the Effective Date.

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1.28 “Maxygen Change of Control ” means (a) the acquisition of Maxygen by a Third Party by means of any transaction or series of related transactions to which the Maxygen is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any bona fide sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Maxygen outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Maxygen held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of Maxygen or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease, exclusive license or other conveyance of all or substantially all of the assets of Maxygen.

1.29 “ MaxyBody ” shall have the meaning set forth on Exhibit 1.29.

1.30 “ CPC Change of Control ” means (a) the acquisition of CPC by an entity other than Maxygen or an Affiliate of Maxygen by means of any transaction or series of related transactions to which the CPC is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any bona fide sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the CPC outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the CPC held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of CPC or such surviving entity outstanding immediately after such transaction or series of transactions; (b) a sale, lease, exclusive license or other conveyance of all or substantially all of the assets of CPC; or (c) the Option Closing.

1.31 “Option Closing” shall have the meaning assigned to in Section 5.1 of the Investors’ Rights Agreement by and between Maxygen, CPC and Astellas of even date herewith.

1.32 “ Other Program Technology ” means the Other Program Patents and Other Program Know-How.

1.32.1 “ Other Program Know-How ” means Know-How and Materials, if any, Controlled by Maxygen or an Affiliate as of the Effective Date and not assigned to CPC under the Asset Contribution Agreement, that are (a) resulting from or generated under the Other Programs as conducted by or for Maxygen prior to the Effective Date (including any Other Protein Variants), or used (or have been used) in, or useful for, a particular Other Program as conducted (or anticipated to be conducted) by or for Maxygen as of or prior to the Effective Date, or (b) used in, or useful for, more than one particular Program that is not otherwise included in (a). Notwithstanding the foregoing, Other Program Know-How does not include any Know-How or Materials within the Excluded Technology, the Enabling Know-How, or the Enabling Materials.

1.32.2 “ Other Program Patents ” means (I) Patents, if any, Controlled by Maxygen or an Affiliate as of the Effective Date and not assigned to CPC under the Asset Contribution Agreement that are (a) resulting from or generated under the Other Programs as

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conducted by or for Maxygen prior to the Effective Date (including any Other Protein Variants), or used (or have been used) in, or useful for, a particular Other Program as conducted (or anticipated to be conducted) by or for Maxygen as of or prior to the Effective Date, or (b) used in, or useful for, more than one particular Program that is not otherwise included in (a); and (II) any Patents whether filed or issued as of or after the Effective Date that claim priority to any Patent included within (I). Notwithstanding the foregoing, Other Program Patents do not include any Patents within the Excluded Technology or the Enabling Patents.

1.33 “ Other Programs ” shall have the meaning provided in the Asset Contribution Agreement.

1.34 “ Other Protein Variants ” shall have the meaning provided in the Asset Contribution Agreement.

1.35 “ Patent ” means any of the following, existing at any time in any country or other jurisdiction anywhere in the world: (i) any issued patent (including inventor’s certificates, utility model, petty patent and design patent), extensions, confirmations, reissues, re-examination, renewal, supplementary protection certificates or any like governmental grant for protection of inventions; and (ii) any pending application for any of the foregoing, including any request for continued examination (RCE), continuations, continuations-in-part, divisionals, provisionals, converted provisionals, continued prosecution applications, or substitute applications.

1.36 “Programs” shall have the meaning provided in the Asset Contribution Agreement.

1.37 “ Product ” means any pharmaceutical product that contains a Compound as an ingredient. For avoidance of doubt, Product shall include any formulation, delivery device, dispensing device or packaging required for effective use of the Product.

1.38 “ Resulting Product ” means any of the following (i) any Resulting Genetic Material, (ii) any vector of any type (e.g., cosmid, plasmid, spore, phage, virus, or virus-like particle), and subunits of the foregoing, which contain any Resulting Genetic Material, (iii) any organism, including any prokaryotic or eukaryotic cell or animal containing any Resulting Genetic Materials; (iv) any Resulting Protein; (iv) any eukaryotic cell, prokaryotic cell or expression systems expressing, secreting or otherwise producing a Resulting Protein; or (v) any product containing in whole or part, or made with or using in whole or part, any of the foregoing, in each case, in purified or unpurified form, and alone or in combination with other substances, and including any modifications, derivatives, progeny (altered or unaltered) or fragments of any of the foregoing.

1.38.1 “ Resulting Genetic Material ” means any genetic material (including DNA or RNA) that is generated, created or otherwise results directly from Shuffling.

1.38.2 “ Resulting Protein ” means any protein, polypeptide, antibody or other molecule encoded in whole or part by any Resulting Genetic Material.

1.39 “ RR Technology ” means the RR Patents, RR Materials, and RR Know-How, in each case Controlled by Maxygen or an Affiliate as of the Effective Date; provided, however, that RR Technology shall not include any Excluded Technology.

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1.39.1 “ RR Know-How ” means Know-How Controlled by Maxygen or an Affiliate as of the Effective Date related to methods of cell selection related to selective suppression of stop codons during protein translation that is reasonably necessary or useful for using the RR Patents and RR Materials in or for research, development, manufacture, or use of Compounds and Products in the Field. Notwithstanding the foregoing, the RR Know-How does not include any Know-How within the Excluded Technology.

1.39.2 “ RR Materials ” means the Materials listed on Exhibit 1.39.2 .

1.39.3 “ RR Patents ” means (I) the Patents listed on Exhibit 1.39.3 , (II) any other Patents, if any, that (i) are Controlled by Maxygen or an Affiliate as of the Effective Date and (ii) claim methods of cell selection related to selective suppression of stop codons during protein translation, and (III) any Patents whether filed or issued as of or after the Effective Date that claim priority to any Patent included within (I) or (II). RR Patents shall also include future patent applications and patents issuing thereon to the extent they have utility in the methods of cell selection related to selective suppression of stop codons during protein translation and claim priority to any Patents within the scope of the foregoing sentence (provided, however, that with respect to continuation-in-part applications, only those claims thereof which claim priority to a date on or before the Effective Date shall be included in the license hereunder). Notwithstanding the foregoing, the RR Patents do not include any Patents within the Excluded Technology.

1.40 “ Software ” means, individually and collectively, the software programs for use with the Enabling Technology that are listed on Exhibit 1.40 .

1.41 “ Shuffle ” means techniques, methodologies, processes, materials or instrumentation for performing recombination-based modification of genetic material for the creation of potentially useful variant nucleic acids or proteins. “ Shuffled ” and “ Shuffling ” have their correlative meanings.

1.42 “ Subsidiary ” shall mean an Affiliate of CPC that is “controlled” by CPC (as the word “control” is defined in the definition of Affiliate, above) directly or indirectly through one or more intermediaries.

1.43 “Survival Date” shall have the meaning assigned to it in the Master Joint Venture Agreement by and between Maxygen, CPC and Astellas of even date herewith.

1.44 “ Territory ” means all countries and territories of the world.

1.45 “ Third Party ” means any entity other than Maxygen or CPC, or their respective Affiliates. For the avoidance of doubt, sublicensees which are not an Affiliate of Maxygen or CPC shall be included in the definition of Third Party.

1.46 “ Third Party Agreement ” means the agreements listed on Exhibit 1.46 , and any other written license or agreement entered into by Maxygen or any of its Affiliates and a Third Party prior to the date of the Master Joint Venture Agreement, but not terminated or expired prior to such date with no license or other rights granted to Maxygen surviving after such termination or expiration, and pursuant to which Maxygen or any of its Affiliates obtained a license under Patents or Know-How within the Licensed Technology. Notwithstanding the foregoing, Third Party Agreements do not include any agreements with Third Parties that are within the Excluded Technology.

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1.47 “ Treatment ” means, with respect to a particular indication, the prophylaxis, cure, reduction, mitigation, prevention, slowing or halting the progress of, or otherwise management of such indication. “ Treat ” and “ Treating ” means providing Treatment.

1.48 “ Vaccine ” means a formulation intended to be administered in a formulation containing one or more Antigen(s) (and/or a nucleic acid sequence encoding an Antigen) in the form of (i) an infectious agent (e.g., bacteria, viruses, parasite, protozoa) whether live, attenuated or dead, (ii) protein(s), (iii) nucleic acid(s), (iv) cells, spores and vectors (i.e., viruses and/or virus-like particles, liposomes, beads and/or other substrates for Antigen presentation), (v) fragments of any of the foregoing, and/or (vi) a combination of any of the preceding, which formulation is administered for the purpose of inducing an Immune Response in the human and/or animal recipient specifically directed to at least one such Antigen for the prevention or treatment of a disease state, symptom and/or condition in humans and/or animals caused by an infectious agent. For the purposes of this definition of Vaccine:

1.48.1 “ Antigen ” means a molecule ( i.e ., protein, polypeptide, peptide, carbohydrate, glycoprotein, glycolipid and/or any combination of the foregoing that is, or is derived in whole or part from, a molecule associated with an infectious agent) that produces an Immune Response to such molecule in a human and/or animal recipient; and

1.48.2 “ Immune Response ” means an immune state directed to the applicable infectious agents (or a molecule associated with such infectious agent) resulting from the modulation of activity (i.e., an increase, decrease and/or qualitatively different activity) of one or more lymphoid cells (e.g., B cells, NK cells, T cells and/or professional antigen-presenting cells, such as monocytes, macrophages, Langerhans cells, dendritic cells) following the administration of a stimulus.

1.49 Additional Definitions . Each of the following definitions shall have the meaning defined in the corresponding sections of this Agreement indicated below:

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1.50 Interpretation . The captions and headings to this Agreement are for convenience only, and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. Each accounting term used herein that is not specifically defined herein shall have the meaning given to it under applicable Accounting Standards, but only to the extent consistent with its usage and the other definitions in this Agreement. Unless context otherwise clearly requires, whenever used in this Agreement: (i) the words “include” or “including” shall be construed as incorporating, also, “but not limited to” or “without limitation;” (ii) the word “day” or “year” means a calendar day or calendar year unless otherwise specified; (iii) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other communications contemplated under this Agreement; (iv) the words “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement (including all Exhibits); (v) the word “or” shall be construed as the inclusive meaning identified with the phrase “and/or;” (vi) provisions that require that a Party, the Parties or any committee or team hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise; (vii) words of any gender include the other gender; and (viii) references to any specific Law or article, section or other division thereof shall be deemed to include the then-current amendments thereto or any replacement Law thereof. This Agreement was prepared in the English language, which language shall govern the interpretation of, and any dispute regarding, the terms of this Agreement.

ARTICLE 2

LICENSES TO CPC

2.1 License Grants .

2.1.1 Enabling Technology .

(a) License Grant . Subject to the terms and conditions herein (including Sections 2.3, 2.4, and 2.5), effective as of the Effective Date, Maxygen hereby grants to CPC, and CPC hereby accepts, an irrevocable (except, and solely to the extent, as set forth in Sections 4.3 and 8.3), license under the Enabling Technology to research, develop, make, have made, use, sell, offer for sale, import, and otherwise commercialize Compounds and Products in the Territory (including, for the avoidance of doubt, making and using Enabling Technology to discover, research and develop Compounds and Products in the Territory and otherwise conduct the Programs), solely for use in the Field, which license shall be (i) non-exclusive with respect to Adjuvants and Products

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containing such Adjuvants, and (ii) exclusive (but subject to the licenses granted by Maxygen prior to the Effective Date which are listed on Exhibit 2.1.1, and a non-exclusive license, if any, granted by Maxygen to the Third Party involved in the litigation disclosed in Exhibit 6.2.6 in settlement of such litigation, but in the case of such settlement solely with respect to the Patents that are the subject of such litigation, foreign counterparts of such Patents, and Patents that claim priority to such Patents or foreign counterparts) with respect to all other Compounds and related Products.

(b) No License Outside the Field . It is understood and agreed that the licenses set forth above do not convey any license to practice the Enabling Technology in or for any purpose outside the Field, and without limitation specifically excludes any use of the Enabling Technology to generate, identify or create Resulting Products intended for use outside the Field (e.g., for diagnostic purposes). For clarity, the license with respect to Adjuvants set forth above includes the right to develop and commercialize Adjuvants in Products containing Vaccines, but does not include any right or license to practice Shuffling for the purpose of researching, developing, generating or creating Resulting Products which are Vaccines.

2.1.2 In-Licensed Project-Specific Technology . Subject to the terms and conditions herein (including Sections 2.3, 2.4, and 2.5), effective as of the Effective Date, Maxygen hereby grants to CPC, and CPC hereby accepts, an irrevocable (except, and solely to the extent, as set forth in Section 8.3) exclusive license under the In-Licensed Project-Specific Technology to research, develop, make, have made, use, sell, offer for sale, import, and otherwise commercialize Compounds and Products in the Territory, solely for use in the Field (including, for the avoidance of doubt, the right to make and use the In-Licensed Project-Specific Technology itself in connection therewith).

2.1.3 RR Technology . Subject to the terms and conditions herein (including Sections 2.3, 2.4, and 2.5), effective as of the Effective Date, Maxygen hereby grants to CPC, and CPC hereby accepts, an irrevocable (except, and solely to the extent, as set forth in Section 8.3) non-exclusive license under the RR Technology to research, develop, make, have made, use, sell, offer for sale, import, and otherwise commercialize Compounds and Products in the Territory, solely for use in the Field (including, for the avoidance of doubt, the right to make and use the RR Technology itself in connection therewith).

2.1.4 CMVP Technology . Subject to the terms and conditions herein (including Sections 2.3, 2.4, and 2.5), effective as of the Effective Date, Maxygen hereby grants to CPC, and CPC hereby accepts, an irrevocable (except, and solely to the extent, as set forth in Section 8.3) non-exclusive license under the CMVP Technology to use the CMVP Materials (and materials derived therefrom) as research reagents in the Territory. CPC acknowledges that (i) the license from Maxygen to use the CMVP Materials does not include any sublicense or right under the Patents licensed by University of Iowa Research Foundation to Maxygen or its Affiliates, and (ii) the CMVP Materials are subject to restriction on their use for any purpose other than as research reagents.

2.1.5 Software . Subject to the terms and conditions herein (including Sections 2.3, 2.4, and 2.5), effective as of the Effective Date, Maxygen hereby grants to CPC, and CPC hereby accepts, an irrevocable (except, and solely to the extent, as set forth in Section 8.3) non-exclusive license with respect to the Software in the Territory, to use, modify, reproduce, copy,

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maintain, fix, improve enhance, display, or create derivative works of the Software in the Territory in connection with the exercise of the license to Enabling Technology provided in Section 2.1.1 above or otherwise to research, develop, make and have made, use, import, sell, offer for sale and otherwise commercially exploit any Compound or Product in the Field; provided , however , that no license is granted with respect to uses of the Software (or modifications, improvements, enhancements or derivative works thereof) in connection with the practice of Shuffling (whether with tangible materials or in silico ) for uses outside of the Field or in connection with Shuffling of any Excluded Protein Variant or Vaccine. CPC acknowledges that Maxygen has informed CPC that the Software is designed and intended to function with, and may not function properly or to its full extent without, the Third Party software listed on Exhibit 2.1.5 . A list of such Third Party software used by Maxygen in connection with its use of the Software as of the Effective Date is set forth in Exhibit 2.1.5 . CPC or its Affiliates shall be responsible, in its discretion and at its expense, for obtaining any Third Party software (and appropriate licenses therefor) that CPC or its Affiliates may want or require for use in connection with the Software, other than such Third Party software and licenses as may be included within the Contributed Assets under the Asset Contribution Agreement.

2.1.6 Other Program Technology . Subject to the terms and conditions herein (including Sections 2.3, 2.4, and 2.5), effective as of the Effective Date, Maxygen hereby grants to CPC, and CPC hereby accepts, an irrevocable (except, and solely to the extent, as set forth in Section 8.3) license under the Other Program Technology to research, develop, make, have made, use, sell, offer for sale, import, and otherwise commercialize Compounds and Products in the Territory, solely for use in the Field (including, for the avoidance of doubt, the right to make and use the Other Program Technology itself in connection therewith), which license shall be (i) non-exclusive with respect to Adjuvants and Products containing such Adjuvants, and (ii) exclusive with respect to all other Compounds and related Products.

2.1.7 Astellas Agreement Technology License Grant . Subject to the terms and conditions herein, effective as of the Effective Date, Maxygen hereby grants to CPC, and CPC hereby accepts, an irrevocable, perpetual, exclusive license under the Astellas Agreement Technology (i) to research, develop, make, have made, use, sell, offer for sale, import, and otherwise commercialize Compounds and Products in the Territory, solely for use in the Field (including, for the avoidance of doubt, the right to make and use the Astellas Agreement Technology itself in connection therewith), (ii) to perform its obligations and exercise its rights under the Astellas Agreement, and (iii) to grant sublicenses of the Astellas Agreement Technology to Astellas to the extent of the license grants to Astellas under the Astellas Agreement.

2.1.8 Royalty-Free Licenses . Except with respect to CPC’s obligation to pay Maxygen amounts due to Third Parties as set forth in Section 2.5, the licenses granted to CPC under this Section 2.1 shall be fully paid up and royalty-free.

2.1.9 Development and Improvement of Licensed Technology . Maxygen and CPC agree that that the licenses set forth above include the right to develop and improve each of the Enabling Technology, Astellas Agreement Technology, In-Licensed Project-Specific Technology, Other Program Technology, RR Technology, CMVP Technology and Software in or for the purpose of exercise of the applicable license above.

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2.2 Sublicensing; Subcontractors . Subject to Section 2.3, CPC shall have the right to grant and authorize sublicenses within the scope the licenses set forth in Section 2.1; provided, however, that CPC may not grant or authorize sublicenses under the licenses set forth in Sections 2.1.1 or 2.1.5 prior to a CPC Change of Control without the prior written consent of Maxygen, which shall not be unreasonably withheld, until such time as a CPC Change of Control occurs at which point such consent shall no longer be required. For clarity, it is understood and agreed that the foregoing limitations shall not be construed to prohibit CPC or its Affiliates from granting licenses (including sublicenses) to Third Parties with respect to any Compounds or Products for uses in the Field (and no consent of Maxygen shall be required therefore), so long as such license to a Third Party does not include a license to practice the Enabling Technology per se or any license with respect to the Software (or in each case, modifications, improvements, enhancements or derivative works thereof). Notwithstanding the foregoing limitation on sublicensing with respect to the licenses under Sections 2.1.1 or 2.1.5 above, CPC may use consultants, temporary employees or other Third Party service providers to perform activities on behalf of CPC in the practice of the Enabling Technology or Software (or in each case, modifications, improvements, enhancements or derivative works thereof), under a written contract containing reasonable confidentiality provisions and containing a covenant from such Third Party not to practice the Enabling Technology, Software or improvements thereto other than on behalf of CPC until expiration, on a patent-by-patent basis, of applicable Patents within the Enabling Patents; provided, however, that all Shuffling, if any, is conducted at CPC’s facilities. CPC shall obligate any and all such Third Party service providers to comply with applicable confidentiality terms set forth herein (including the restrictions both on disclosure and on use).

2.3 Limitation on Licenses .

2.3.1 Limited Maxygen Rights . It is understood and agreed that with respect to any aspect of the Enabling Technology, In-Licensed Project-Specific Technology, Other Program Technology, RR Technology, CMVP Technology or Software for which Maxygen has less than fully exclusive, worldwide rights (i.e., co-exclusive, non-exclusive, limited territorial or otherwise restricted rights) as of the Effective Date (as provided under any Third Party Agreement listed on Exhibit 1.46 or under any New Third Party Agreement pursuant to which CPC obtains rights under Section 2.5.2), the licenses provided in Section 2.1 shall be limited to the scope of those rights that Maxygen Controls and has the right to license or sublicense to CPC to the extent provided under such Third Party Agreement or New Third Party Agreement.

2.3.2 Maxygen Exercise of Retained Rights . CPC acknowledges and agrees that Maxygen retains the right, without violating any term of this Agreement, to practice the Enabling Technology, In-Licensed Project-Specific Technology, Other Program Technology, RR Technology or CMVP Technology, and to use, modify, reproduce, copy, maintain, fix, improve or enhance, display, or create derivative works of the Software (and to grant to Maxygen’s Affiliates or to any Third Parties any or all such rights), in all such cases for any use other than to conduct activities or practice Know-How, Patents or Materials within the scope of the exclusive license to CPC set forth herein. Maxygen and its Affiliates shall have the right to sell or otherwise dispose of the Enabling Technology, In-Licensed Project-Specific Technology, Astellas Agreement Technology, Other Program Technology, RR Technology, CMVP Technology or Software, subject to the licenses and associated rights to enforce granted to CPC hereunder with regard thereto, provided that (i) prior to

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any sale or disposition of any Patents, or proprietary rights in Know-How or Materials, owned by Maxygen or its Affiliates and licensed to CPC hereunder, Maxygen shall obtain written agreement from the person or entity acquiring such Patents and/or such proprietary rights in Know-How or Materials that all such Patents and/or proprietary rights in Know-How or Materials are subject to the licenses (and any applicable associated enforcement rights) granted to CPC hereunder, and (ii) prior to assignment of any Third Party Agreement or New Third Party Agreement conveying to Maxygen rights which are sublicensed to CPC hereunder, Maxygen shall obtain written agreement from the person or entity to which such Third Party Agreement or New Third Party Agreement is assigned that such assignment is subject to the sublicense to CPC (and, if such Third Party Agreement or New Third Party Agreement conveys Maxygen enforcement rights within the Field with respect to Patents within the Enabling Technology, any applicable associated enforcement rights granted to CPC hereunder). Within thirty (30) days of any such sale or disposition, Maxygen shall provide written notice to CPC identifying the Patents, Materials and/or Know-How sold or disposed of and the person or entity acquiring such Patents, Materials and/or Know-How. Without limiting the foregoing, Maxygen specifically retains the right under the Licensed Technology to research, develop, practice, make, have made, use, sell, offer for sale, import, and otherwise commercialize Adjuvants in the Territory, and to license Third Parties to do so. At all times during and after this Agreement, nothing herein shall restrict, or be construed to restrict, Maxygen’s or its Affiliates’ right to practice and grant licenses to practice the Enabling Technology or use related Know-How, outside the Field or with respect to research, development, manufacture and commercial exploitation of molecules that are not Compounds or Products.

2.3.3 U.S. Government Rights . CPC acknowledges that certain of the inventions claimed in the Patents within the Enabling Technology listed on Exhibit 2.3.3 have been made with funds provided by the U.S. Government, and that with respect thereto the U.S. government retains a non-exclusive license as set forth in 35 U.S.C. §202. In addition, CPC acknowledges that 35 U.S.C. §200 et seq . sets forth additional obligations with regard to inventions made with U.S. government funds (with respect to Patents listed on Exhibit 2.3.3 and products based thereon), including a preference for manufacture in the United States pursuant to 35 U.S.C. §204.

2.3.4 Reporting . From the Effective Date until the earlier of a Maxygen Change of Control or CPC Change of Control, up to once per year, upon Maxygen’s request, CPC shall provided to Maxygen a summary report regarding activities of CPC, its Subsidiaries and sublicensees under the licenses granted hereunder in sufficient detail for Maxygen to determine compliance by CPC, its Subsidiaries and sublicensees with Section 6.3.4, including a general description of the type of proteins Shuffled by CPC and Compounds and Products derived in whole or in part from the practice of the Enabling Technology. After a Maxygen Change of Control or CPC Change of Control has occurred, up to once per year, upon Maxygen’s request, CPC shall provide to Maxygen a certificate of compliance indicating that CPC, its Subsidiaries and sublicensees are in compliance with Section 6.3.4. The Parties acknowledge that reports provided to CPC’s representatives of the JSC under the Other Products Collaboration Agreement between CPC and Astellas Pharma Inc. of even date herewith, may, to the extent they include such information, satisfy the reporting requirement set forth in this Section 2.3.4 until a Maxygen Change of Control or CPC Change of Control.

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2.4 Third Party Rights . CPC hereby acknowledges that Maxygen has informed CPC prior to the Effective Date that:

2.4.1 In connection with the initial establishment of Maxygen, Maxygen entered into the Affymax/Maxygen Technology Transfer Agreement, effective February 1, 1997, entered by and among Affymax Technologies N.V., Glaxo Group Limited and Maxygen, as amended on March 1, 1998, subject to the letter agreements dated January 14, 2000 and December 17, 2001, pursuant to which Maxygen has granted perpetual, worldwide, non-exclusive licenses to certain entities associated with Glaxo Wellcome Companies (as defined in that agreement) to use certain Enabling Technology for internal research purposes only, and CPC hereby agrees that the rights and licenses granted CPC in Section 2.1 with respect to Enabling Technology are subject to such licenses.

2.4.2 Pursuant to that certain Cross-License Agreement between Maxygen and Avidia Research Institute (“ Avidia ”) dated as of July 16, 2003, subject to the letter agreement dated March 29, 2005, Maxygen has granted a non-exclusive license to practice certain claims of Patents within the Enabling Technology with respect to MaxyBodies. In addition, Maxygen assigned to Avidia certain Patents related to MaxyBodies that do not claim methods of Shuffling, and CPC acknowledges that the Licensed Technology does not include such Patents.

2.4.3 Third Parties granting or conveying rights to Maxygen or its Affiliates under the Third Party Agreements listed on Exhibit 1.46 have retained rights with respect to some of the Enabling Technology pursuant to those agreements all in accordance with the terms and conditions thereof, and in some cases such Third Parties’ rights are subject to retained rights of their Third Party licensors.

2.4.4 Prior to the Effective Date, Maxygen or its Affiliates have granted to the Third Parties listed on Exhibit 2.4.4 under the agreements specified on such exhibit, licenses or rights with respect to Enabling Technology for uses outside the Field or to research, develop, manufacture ands commercialize molecules that are not Compounds, and that after the Effective Date, Maxygen or its Affiliates may grant licenses under the Enabling Technology and related Know-How to other Third Parties (including to Affiliates or former Affiliates of Maxygen) for uses outside the Field to research, develop, manufacture and commercialize molecules that are not Compounds or Products.

2.4.5 Prior to the Effective Date, Maxygen and its Affiliates have granted to Bayer HealthCare LLC and its Affiliates under the Bayer Agreement licenses and rights under the Enabling Technology (and Software) to practice the Enabling Technology and use the Software to, among other things, Shuffle any and all proteins, except any of the Maxygen Exclusive Proteins (as defined in the Bayer Agreement) during the applicable Exclusivity Period (as defined in the Bayer Agreement) for such Maxygen Exclusive Protein, with the right to develop, make, have made, use, import, sell, offer for sale, market and otherwise commercially exploit the Resulting Products in the Field as defined in this Agreement (as well as certain uses outside the Field), which license (i) is exclusive with respect to Shuffling of certain Bayer Exclusive Proteins (as defined in the Bayer Agreement) and corresponding Resulting Products for the applicable Exclusivity Period (as defined in the Bayer Agreement) and (ii) is otherwise non-exclusive.

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2.5 Third Party Agreements; New Third Party Agreements .

2.5.1 Existing Third Party Agreements . CPC acknowledges that, with respect to Patents, Know-How and Materials licensed to Maxygen pursuant to a Third Party Agreement listed on Exhibit 1.46 , the sublicense by Maxygen to CPC is subject and subordinate to all applicable restrictions, and all obligations expressly applicable to sublicensees, set forth in such Third Party Agreement, and both CPC and Maxygen acknowledge that any breach of such restrictions and obligations under such Third Party Agreements by CPC or its Affiliates, or a breach of such Third Party Agreements by Maxygen, may result in damage to Maxygen, CPC or other licensees of either Party with respect to the subject Licensed Technology, which may include loss of license rights to such Licensed Technology or monetary damages. CPC acknowledges that, with respect to Patents, Know-How and Materials licensed to Maxygen as of the Effective Date pursuant to the Third Party Agreements listed on Exhibit 1.46 , the sublicense by Maxygen to CPC (or the exercise by CPC or its Affiliates of such sublicense) may result in payment obligations to the Third Party under such Third Party Agreements, which payment obligations that may arise are those annual payments, milestone payments, royalties on product sales, or other similar payments provided under the sections of such Third Party Agreements indicated on Exhibit 2.5.1 , and those provided in Third Party Agreements listed on Exhibit 1.46 with respect to indemnity obligations or the sharing of costs and/or recoveries in connection with enforcement or defense of Patents to the extent expressly provided to be extended to, or shared with, sublicensees such as CPC. CPC agrees to pay any such amounts due by Maxygen to such Third Parties with respect to payment obligations indicated in Exhibit 2.5.1 , or with respect to indemnity obligations or the sharing of costs and/or recoveries in connection with enforcement or defense of Patents under Third Party Agreements listed on Exhibit 1.46 , unless and until CPC elects to forego its rights under such Third Party Agreement as provided below.

2.5.2 Future Agreements with Third Parties. For any written license or agreement entered into by Maxygen or any of its Affiliates and a Third Party after the date of the Master Joint Venture Agreement pursuant to which Maxygen or any of its Affiliates first obtains a license with respect to Patents or Know-How within the Licensed Technology subject to the sublicense to CPC hereunder (a “New Third Party Agreement” ) and for which the sublicense from Maxygen to CPC (or exercise thereof by CPC or its Affiliates) may result in payment obligations to the Third Party, or which would impose obligations on CPC as a sublicensee, Maxygen shall provide written notice to CPC of the applicable New Third Party Agreement, including a copy thereof containing all provisions applicable to sublicensees and all provisions describing such payment obligations. If CPC notifies Maxygen in writing within thirty (30) days of such notification from Maxygen that CPC agrees to undertake such payment obligations attributable to the grant of the sublicense to CPC (or exercise thereof by CPC or its Affiliates) and to comply with all provisions of such New Third Party Agreement applicable to sublicensees, the applicable Licensed Technology under such New Third Party Agr