definiens: Third Party(ies ) 2 . The following sentence is hereby added to the end of Section 1.9 : " For clarity, ( a ) sales of Licensed Products by NEWLINK or its Affiliate to a Sublicensee for resale by such Sublicensee are not included in Net Sales, ( b ) sales of Licensed Products by a Sublicensee ( including those Licensed Products purchased from NEWLINK or its Affiliates ) to a Third Party that is not an Affiliate of such Sublicensee are included in Net Sales, and ( c ) in the event that NEWLINK or an Affiliate of NEWLINK grants rights hereunder to a Sublicensee for any purpose, including solely for resale of Licensed Products, NEWLINK shall pay CIHS the Sublicensing Fee ( as such term is defined in Section 3.4 ) arising from such sublicense pursuant to Section 3.4, notwithstanding that sales by such Sublicensee are included in Net Sales.2.2 Government Rights . This Agreement is subject to all terms and conditions of Title 35 United States Code Sections 200 through 204, including, without limitation, an obligation that Licensed Products sold or produced in the United States be in each case to the extent that such terms and conditions apply to the Licensed Patents that claim the relevant Licensed Product, and NEWLINK agrees to take all reasonable action necessary on its part as licensee to enable CIHS to satisfy its obligations ( if any ) thereunder, with -1 - respect to the Licensed Technology and the inventions claimed in the Licensed Patents.3.4 Sublicensing Fee . In addition to the amounts owed by New Link to ClliS pursuant to Section 3.0, 3.1, 3.2 and 3.3 above, if NEWLINK or an Affiliate of NEWLINK grants a sublicense of its rights hereunder to a Third Party, NEWLINK agrees to pay ClliS a sublicensing fee of [ twenty - live percent ( 25 % ) ] of any [ license fees, milestones, maintenance fees ] and other consideration, and excluding : [ research funding ( at fair market value applied to the Licensed Products, equity purchased at fair market value, loans at fair market value, patent costs ] or [ patent fee reimbursements, royalties ] payable to NEWLINK on [ Licensed Products sold, consideration paid by Sublicensee for manufacture or supply of Licensed Products by NEWLINK or an Affiliate of NEWLINK at fair market value ( not to exceed [ 25 % ] of the net selling price of such Licensed Product by Sublicensee ) ] ( collectively, the ) received by NEWLINK or an Affiliate of NEWLINK from each Sublicensee in consideration for the grant of a sublicense of the Licensed Patents or development of a Licensed Product . " 5 . Newlink 's contact information in Section 9.0 is hereby replaced with : NEWLINK : With a copy to : NewLink Genetics Corporation 2503 S Loop Drive Bldg 5, Suite 5100 Ames, IA 50010 - 8646 Attn : Chairman Fax : 515 - 296 - 5557 Cooley LLP 380 Interlocken Crescent Suite 900 Broomfield, CO 80021 - 8023 Attn : James C. Linfield, Esq