Mosaic ImmunoEngineering is a nanotechnology-based immunotherapy company developing therapeutics and vaccines to positively impact the lives of patients and their families.

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7.8 No Transfer. From the date hereof until one year after the termination of the Commercialization Agreement, with the exception of the agreements and transactions entered into pursuant to the commercialization program contemplated by the Commercialization Agreement, Patriot, P-Newco, TPL and Moore shall not transfer, assign, license, or otherwise convey any interest in, or grant any security interest with respect to, any portion of their interest in the MSD Patents without the written consent of all parties hereto, other than to entities which (a)(i) are owned and controlled by the transferring Person and
(ii) agree to be bound by this Section 7.8, or (b) in the case of Moore, pursuant to a living trust, will or other estate planning device, or via intestate succession, provided however that any transferee of Moore's interest in the MSD Patents under this Section 7.8(b) shall agree to be bound by this
Section 7.8; provided, however, that (A) after termination of the Commercialization Agreement TPL may take any and all actions with respect to any portion of its interest in the MSD Patents without the written consent of any of the parties hereto, and (B) for the period beginning on the termination of the Commercialization Agreement and ending one year after the termination of the Commercialization Agreement, Patriot may take any and all actions with respect to any portion of its interest in the MSD Patents only with any parties that are not Active Potential Licensees without the written consent of any of the parties hereto, provided that any transferee of Patriot's interest in the MSD Patents under this Section 7.8 shall agree to be bound by this Section 7.8. Any transfer pursuant to this Section 7.8 shall be subject to existing licenses in respect of the MSD Patents.

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