Common use of Background Intellectual Property Clause in Contracts

Background Intellectual Property. 11.1 Subject to the provisions of this Agreement, COLLABORATOR hereby grants to Catapult a non-exclusive, fully paid-up, royalty-free, licence, under COLLABORATOR’s Background Intellectual Property solely for use in connection with the Project. 11.2 Subject to the provisions of this Agreement, Catapult hereby grants to COLLABORATOR a non-exclusive, fully paid-up, royalty-free, licence, under Catapult’s Background Intellectual Property to undertake the Project. 11.3 From the Termination Date, such license will extend to permit COLLABORATOR to replicate the Module, or in the alternative, to such extent as required to enable COLLABORATOR to otherwise replicate the COLLABORATOR Manufacturing Process, or to produce the COLLABORATOR Product, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party Intellectual Property Rights forming any part of the following items that constitute the overall Catapult Background Intellectual Property for use outside the Centre: the Electronic Quality Management System, the Laboratory Information Management System, Warehouse [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Management System and Environmental Monitoring System. (it is acknowledged Catapult cannot procure the grant of such rights and that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party Intellectual Property Rights resulting from such inaction). 11.4 This Agreement does not affect the ownership of any Intellectual Property in any Background Intellectual Property, Know-how, or materials of a Party. Each Party will retain the sole and exclusive ownership rights in and to its Background Intellectual Property and except for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Intellectual Property of the other Party other than as expressly granted by this Agreement. Each Party will treat any other Party’s Background Intellectual Property as Confidential Information belonging to that other Party.

Background Intellectual Property. 11.1 Subject to the provisions of this Agreement, COLLABORATOR hereby grants to Catapult a non-exclusive, fully paid-up, royalty-free, licence, under COLLABORATOR’s Background Intellectual Property solely for use in connection with the Project. 11.2 Subject to the provisions of this Agreement, Catapult hereby grants to COLLABORATOR a non-exclusive, fully paid-up, royalty-free, licence, under Catapult’s Background Intellectual Property to undertake the Project. 11.3 From the Termination Date, such license will extend to permit COLLABORATOR to replicate the Module, or in the alternative, to such extent as required to enable COLLABORATOR to otherwise replicate the COLLABORATOR Manufacturing Process, or to produce the COLLABORATOR Product, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party Intellectual Property Rights forming any part of the following items that constitute the overall Catapult Background Intellectual Property for use outside the Centre: the Electronic Quality Management System, the Laboratory Information Management System, Warehouse [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Management System and Environmental Monitoring System. System (it is acknowledged Catapult cannot procure the grant of such rights and that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party Intellectual Property Rights resulting from such inaction). 11.4 This Agreement does not affect the ownership of any Intellectual Property in any Background Intellectual Property, Know-how, or materials of a Party. Each Party will retain the sole and exclusive ownership rights in and to its Background Intellectual Property and except for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Intellectual Property of the other Party other than as expressly granted by this Agreement. Each Party will treat any other Party’s Background Intellectual Property as Confidential Information belonging to that other Party.

Background Intellectual Property. 11.1 Subject The Parties to the provisions of this Agreement, COLLABORATOR hereby grants Agreement agreed that rights to Catapult a non-exclusive, fully paid-up, royalty-free, licence, under COLLABORATOR’s Background Intellectual Property solely for use in connection with the Project. 11.2 Subject to the provisions of this Agreement, Catapult hereby grants to COLLABORATOR a non-exclusive, fully paid-up, royalty-free, licence, under Catapult’s Background Intellectual Property to undertake the Project. 11.3 From the Termination Date, such license will extend to permit COLLABORATOR to replicate the Module, or in the alternative, to such extent as required to enable COLLABORATOR to otherwise replicate the COLLABORATOR Manufacturing Process, or to produce the COLLABORATOR Product, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party Intellectual Property Rights forming any part of the following items that constitute the overall Catapult Background Intellectual Property for use outside the Centre: the Electronic Quality Management System, the Laboratory Information Management System, Warehouse [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Management System and Environmental Monitoring System. (it is acknowledged Catapult cannot procure the grant of such rights and that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party Intellectual Property Rights resulting from such inaction). 11.4 This Agreement does not affect the ownership of any Intellectual Property in any each Participant's Background Intellectual Property, Know-howas well as rights to intellectual property arising from the Collaboration under this Agreement (hereinafter referred to as the "New Intellectual Property”) shall be owned by the Party which created it using its own personnel and through its own material and financial investments without any contribution from the other party (hereinafter referred to as the "Owner"). Financial support is regarded as an own financial investment. If any New Intellectual Property is created jointly by more Parties to the Agreement (hereinafter referred to as the "New Joint Intellectual Property"), such Intellectual Property shall be jointly owned by more Parties to the Agreement (hereinafter referred to as the “Joint Owners”). The proportion of interests shall be determined by a written agreement; if doubts arise or materials no agreement is in existence, the interests are equal. The Parties to the Agreement are obliged to protect the New Intellectual Property, as well as the New Joint Intellectual Property in a manner most suitable for each kind of a PartyIntellectual Property. Each Party will retain The Owner or Joint Owners bear the sole and exclusive ownership rights cost associated with running appropriate proceedings in and order to its Background achieve the most suitable kind of protection. In keeping with the Provider’s interests the Parties to the Agreement shall execute, immediately following the execution of this Agreement of Collaboration, licensing agreements for the New Intellectual Property and except the New Joint Intellectual Property. The Parties to the Agreement expressly agree that the New Intellectual Property or the New Joint Intellectual Property under protection may be used by another Party to the Agreement for research and educational purposes free of charge in a manner not infringing its protection. The profit arising from the New Intellectual Property during the term of the project may be included by the Provider as support provided. If a Party to the Agreement transfers rights to the New Intellectual Property or Joint Property to a third party, this Party to the Agreement has an obligation to utilize measures or contracts to make sure the obligations arising from this Agreement are assigned to the new owner of these rights in such a manner so as to provide for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Intellectual Property interests of the other Party other than as expressly granted by Provider which arise from this Agreement. Each Party will treat any other Party’s Background Intellectual Property as Confidential Information belonging to that other Party.

Background Intellectual Property. 11.1 Subject Each Party grants to the provisions of this Agreementother Party for the Term a royalty free, COLLABORATOR hereby grants to Catapult a non-exclusivetransferable, fully paid-up, royalty-free, licence, under COLLABORATORnonexclusive licence to use that party’s Background IP for the Term and for the purposes of conducting the Project only. No Party will be grated with a right to use another Party’s Background Intellectual Property solely for independently of the Project Material and no Party will have a right to use in connection with the Project. 11.2 Subject to the provisions of this Agreement, Catapult hereby grants to COLLABORATOR a non-exclusive, fully paid-up, royalty-free, licence, under Catapultanother Party’s Background Intellectual Property to undertake after the Project. 11.3 From the Termination Date, such license will extend to permit COLLABORATOR to replicate the Module, or in the alternative, to such extent Term unless otherwise provided for as required to enable COLLABORATOR to otherwise replicate the COLLABORATOR Manufacturing Process, or to produce the COLLABORATOR Product, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party Intellectual Property Rights forming any part of the following items permitted Internal Purpose. The Parties acknowledge that constitute the overall Catapult Internal Purpose for one Party may vary from another Party’s permitted Internal Purpose. The Parties acknowledge that the use of another Party’s Background Intellectual Property for use outside the Centre: the Electronic Quality Management Systemwill not transfer to it any right of ownership, the Laboratory Information Management System, Warehouse [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Management System and Environmental Monitoring System. (it is acknowledged Catapult cannot procure the grant of such rights and automatic licence or interest to that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party Intellectual Property Rights resulting from such inaction). 11.4 This Agreement does not affect the ownership of any Intellectual Property in any Background Intellectual Property, Know-how, or materials of a Party. Each Party will retain the sole and exclusive ownership rights in and to its Background Intellectual Property and except for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Intellectual Property of the other Party other than as expressly granted by this Agreement. Each Party will treat any other Party’s Background Intellectual Property. The Parties acknowledge all Improvements made to a Party’s Background Intellectual Property as Confidential Information belonging will vest in that Party absolutely. PROJECT INTELLECTUAL PROPERTY Unless the Parties have otherwise agreed in writing, the Parties agree that ownership of, and all right title and interest in all Project Intellectual Property (except for copyright in a Student thesis) however arising will vest in in the manner specified in Schedule 1 and the Parties further agree to comply with any terms of such ownership also specified in Schedule 1. Depending on whether or not the requirement for such an arrangement is applicable, the Parties agree that other Partythe Party responsible for any Student or any third party visitor for that matter, must ensure that the Student and /or visitor enters into a written agreement prior to the Student or third party visitor commencing any Project activities which contains terms that are both consistent with the terms of ownership for Project Intellectual Property specified in the Schedule and with the use of those Project Materials (that incorporate the Project Intellectual Property) by each respective Party for their Internal Purposes.

Background Intellectual Property. 11.1 Subject Each Party acknowledges and agrees that the other Party Controls certain Background Intellectual Property that relates to that Party’s business or operations. Each Party further acknowledges and agrees that Background Intellectual Property Controlled by the provisions other Party shall, as between the Parties, remain the exclusive property of this Agreement, COLLABORATOR the other Party. Each Party hereby grants to Catapult the other Party during the Term a non-exclusive, fully paidworldwide, sub-uplicensable, non-transferable and royalty-free, licence, free license under COLLABORATOR’s Background Intellectual Property solely for use in connection with the Project. 11.2 Subject to the provisions of this Agreement, Catapult hereby grants to COLLABORATOR a non-exclusive, fully paid-up, royalty-free, licence, under Catapult’s Background Intellectual Property to undertake the Project. 11.3 From the Termination Date, such license will extend to permit COLLABORATOR to replicate the Module, or in the alternative, to such extent as required to enable COLLABORATOR to otherwise replicate the COLLABORATOR Manufacturing Process, or to produce the COLLABORATOR Product, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party Intellectual Property Rights forming any part of the following items that constitute the overall Catapult Background Intellectual Property for use outside the Centre: the Electronic Quality Management System, the Laboratory Information Management System, Warehouse [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Management System and Environmental Monitoring System. (it is acknowledged Catapult cannot procure the grant of such rights and that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party Intellectual Property Rights resulting from such inaction). 11.4 This Agreement does not affect the ownership of any Intellectual Property in any Background Intellectual Property, Know-how, or materials of a Party. Each Party will retain the sole and exclusive ownership rights in and to its Background Intellectual Property and except relevant for a Project solely to the extent such license is necessary for the other Party to carry out its Activities under the respective Project, including subsequent Commercialization by QIAGEN of the QIAGEN IVD developed in the respective Project for use with the respective Tokai Product and subsequent Commercialization by Tokai of the Tokai Product with the QIAGEN IVD under this Agreement. For the avoidance of doubt, the Parties agree that the foregoing license granted does not provide QIAGEN any right to Catapult promote or Commercialize a Tokai Product. For the further avoidance of doubt, the Parties agree that the foregoing license does not provide Tokai with any right to promote or Commercialize a QIAGEN IVD or a laboratory developed test. Confidential and Proprietary Information of Tokai and QIAGEN Notwithstanding the foregoing, if Intellectual Property Controlled by a third party is included in Clause 11.1 and to COLLABORATOR in Clause 11.2, nothing in this Clause 11 will be construed as giving to either Party any rights to use any the Background Intellectual Property of a Party, such Intellectual Property shall only be included into the license grant of this Section 7.1 paragraph 2, if (i) the other Party other than as expressly granted by this Agreement. Each Party will treat has committed in writing to comply with the relevant terms and conditions of the agreement with the third party and (ii) if applicable, the Parties have agreed in writing on the allocation or sharing of any payment obligations towards the third party which may result from the other Party’s Background use of the third party’s Intellectual Property. In addition, if the relevant (license) agreement with such third party requires an allocation of Data and Foreground Intellectual Property as Confidential Information belonging or licenses deviating from Sections 7.2 and 7.3, (i) the Controlling Party shall inform the other Party hereof and (ii) upon request of the other Party to that other Partyinclude such third party’s Intellectual Property into the license grant under this section 7.1, (iii) the Parties shall negotiate in good faith provisions deviating from Sections 7.2 and 7.3 and set them forth in writing. For the avoidance of doubt, the foregoing shall also apply to third party Intellectual Property acquired pursuant to Section 7.7.

Background Intellectual Property. 11.1 Subject to the provisions of this Agreement, COLLABORATOR hereby grants to Catapult a non-exclusive, fully paid-up, royalty-free, licence, under COLLABORATOR’s Background Intellectual Property solely for use in connection with to undertake the Project. 11.2 Subject to the provisions of this Agreement, Catapult hereby grants to COLLABORATOR a non-exclusive, fully paid-up, royalty-free, licence, under Catapult’s Background Intellectual Property solely to undertake the Project. 11.3 From the Termination Date, such license licence granted under Clause 11.2 will extend to permit COLLABORATOR to replicate the Module, or in the alternative, to such extent as required to enable COLLABORATOR to otherwise replicate the COLLABORATOR Manufacturing Process, or to produce the COLLABORATOR Product, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party Party’s Intellectual Property Rights forming any part of the following items that constitute the overall Catapult Catapult’s Background Intellectual Property for use outside the Centre. By way of example only, and without limitation, forms of Catapult Background Intellectual Property which may include Third Party Intellectual Property for which Third Party consent may be required before use include: the Electronic Quality Management SystemSystem (eQMS), the Laboratory Information Management SystemSystem (LIMS), Warehouse [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Management System (WMS) and Environmental Monitoring SystemSystem (EMS), at the Centre. (it is acknowledged The Parties acknowledge that Catapult cannot procure the grant of such Third Party rights and that if COLLABORATOR does not procure such Third Party rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party Party’s Intellectual Property Rights resulting from COLLABORATOR’s failure to procure such inactionrights and/or consents). 11.4 Notwithstanding the provisions of Clause 11.3 above, the licence under Clause 11.1 and Clause 11.2 will automatically terminate where Catapult terminates this Agreement pursuant to Clause 17.4, or COLLABORATOR terminates this Agreement pursuant to Clause 17.5. 11.5 This Agreement does not affect the ownership of any Intellectual Property in any Background Intellectual Property, Know-how, Property or materials of a Party. Each Party will retain the sole and exclusive ownership rights in and to its Background Intellectual Property and except for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2Clauses 11.2 and 11.3, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Intellectual Property of the other Party other than as expressly granted by this Agreement. Each Party will treat any the other Party’s Background Intellectual Property as Confidential Information belonging to that other Party.

Background Intellectual Property. 11.1 Subject Each Party acknowledges and agrees that the other Party Controls certain Background Intellectual Property that relates to that Party’s business or operations. Each Party further acknowledges and agrees that Background Intellectual Property Controlled by the other Party shall, as between the Parties, remain the exclusive property of the other Party. Each Party hereby grants and agrees to grant to the provisions of this Agreement, COLLABORATOR hereby grants to Catapult other Party a non-exclusive, fully paidworld-upwide, sub-licensable, non-transferable (except as permitted under Section 18.6) and royalty-freefree license (or, licence, under COLLABORATOR’s with respect to certain QIAGEN Background Intellectual Property solely for use in connection with the Project. 11.2 Subject to the provisions of this AgreementProperty, Catapult hereby grants to COLLABORATOR a non-exclusivesublicense, fully paid-up, royalty-free, licence, as applicable) under Catapult’s its Background Intellectual Property to undertake the Project. 11.3 From the Termination Date, extent such license will extend is necessary for the other Party to permit COLLABORATOR to replicate carry out its Activities under the Modulerespective Project, or including subsequent Commercialization by QIAGEN of the QIAGEN IVD developed in the alternativerespective Project for use with the respective Blueprint Product and subsequent Commercialization by Blueprint of the Blueprint Product with the QIAGEN IVD under this Agreement. For the avoidance of doubt, the Parties agree that the foregoing license does not provide QIAGEN have any right to such extent as required promote or Commercialize a Blueprint Product or Blueprint have any right to enable COLLABORATOR to otherwise replicate promote or Commercialize an IVD or laboratory developed test. Notwithstanding the COLLABORATOR Manufacturing Processforegoing, or to produce the COLLABORATOR Product, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party if Intellectual Property Rights forming any part of Controlled by a third party is included in the following items that constitute the overall Catapult Background Intellectual Property for use outside the Centre: the Electronic Quality Management System, the Laboratory Information Management System, Warehouse [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Management System and Environmental Monitoring System. (it is acknowledged Catapult cannot procure the grant of such rights and that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party Intellectual Property Rights resulting from such inaction). 11.4 This Agreement does not affect the ownership of any Intellectual Property in any Background Intellectual Property, Know-how, or materials of a Party. Each Party will retain the sole and exclusive ownership rights in and to its Background Intellectual Property and except for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Intellectual Property of a Party, such Intellectual Property shall only be included into the license grant of this Section 9.1 paragraph 2, if (a) the other Party other than as expressly granted by this Agreement. Each Party will treat has committed in writing to comply with the relevant terms and conditions of the agreement with the third party and (b) if applicable, the Parties have agreed in writing on the allocation or sharing of any payment obligations towards the third party which may result from the other Party’s use of the third party’s Intellectual Property. Except as specified in any Project Schedule, the Parties agree that no sharing of any payment obligation is required with respect to any Intellectual Property Controlled by a third party that is included in either the QIAGEN Background Intellectual Property or the Blueprint Background Intellectual Property as Confidential Information belonging of the Effective Date. In addition, if the relevant (license) agreement with such third party requires an allocation of Data and Foreground Intellectual Property or licenses deviating from Sections 9.2 and 9.3, (i) the Controlling Party shall inform the other Party hereof, (ii) upon request of the other Party to that other Partyinclude such third party’s Intellectual Property into the license grant under this Section 9.1, and (iii) the Parties shall negotiate in good faith provisions deviating from Sections 9.2 and 9.3 and set them forth in writing. For the avoidance of doubt, the foregoing shall also apply to third party Intellectual Property in the meaning of Article 4.

Background Intellectual Property. 11.1 Subject to the provisions of this Agreement, COLLABORATOR hereby grants to Catapult a non-exclusive, fully paid-up, royalty-free, licence, under COLLABORATOR’s Background Intellectual Property solely for use in connection with the Project. 11.2 Subject to the provisions of this Agreement, Catapult hereby grants to COLLABORATOR a non-exclusive, fully paid-up, royalty-free, licence, under Catapult’s Background Intellectual Property to undertake the Project. 11.3 From the Termination Date, such license will extend to permit COLLABORATOR to replicate the Module, or in the alternative, to such extent as required to enable COLLABORATOR to otherwise replicate the COLLABORATOR Manufacturing Process, or to produce the COLLABORATOR Product, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party Intellectual Property Rights forming any part of the following items that constitute the overall Catapult Background Intellectual Property for use outside the Centre: the Electronic Quality Management System, the Laboratory Information Management System, Warehouse [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Management System and Environmental Monitoring System. (it is acknowledged Catapult cannot procure the grant of such rights and that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party Intellectual Property Rights resulting from such inaction). 11.4 This Agreement does not affect the ownership of any Intellectual Property in any Background Intellectual Property, Know-how, or materials of a Party. Each Party will retain may use the sole and exclusive ownership rights in and to its Background Intellectual Property and except for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Intellectual Property of the other Party other than as expressly granted by this Agreement. Each Party will treat any other Party’s Background Intellectual Property as Confidential Information belonging identified in an Appendix to that this CRADA solely in performance of research under the Joint Work Statement. This CRADA does not grant to either Party any option, grant, or license to commercialize, or otherwise use the other Party’s Background Intellectual Property. Licensing of Background Intellectual Property, if agreed to by the Parties, shall be the subject of separate licensing agreements between the Parties. Each Party has used reasonable efforts to list all relevant Background Intellectual Property, but Intellectual Property may exist that is not identified. Neither Party shall be liable to the other Party because of failure to list Background Intellectual Property. Approval: FOR CONTRACTOR: FOR PARTICIPANT: BY BY TITLE: C.Porto TITLE: Xxxxxxx X Xxxxxxx Senior Vice President President & CEO DATE 2/21/12 DATE 2/21/2012 DOE APPROVAL FOR CONTRACTOR TO ENTER INTO THE AGREEMENT BY TITLE Contracting Officer DATE 2/27/2012 The work involves the development of a commercial manufacturing process for both multicrystalline and monocrystalline solar cells that combines Natcore’s patent pending passivation technology. Natcore Technology, Inc. 00 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Participant Type Foreign o University o Small Business x Large Business o State & Local Goverment o Not-for-Profit o The Period of Performance for this effort is one year. Natcore seeks to develop a commercial manufacturing process for both multicrystalline and monocrystalline solar cells that combines Natcore’s patent pending passivation technology, accomplished using the Company’s patented liquid phase deposited silica film technology, with NREL’s patent pending technologies for creating a black silicon antireflection layer integrated into high efficiency solar cells. The feasibility of the combined technologies working together has already been demonstrated in an earlier cooperative effort between Natcore and NREL that produced a 16.5% cell. The commercial process has the potential to reduce cell costs by between 2% and 3% per watt and to increase solar panel energy output in kilowatt-hours from 3% to 10% over the course of a single day without the aid of a solar tracking mechanism.

Background Intellectual Property. 11.1 Subject Each Party acknowledges and agrees that the other Party Controls certain Background Intellectual Property that relates to that Party’s business or operations. Each Party further acknowledges and agrees that Background Intellectual Property Controlled by the provisions other Party shall, as between the Parties, remain the exclusive property of this Agreement, COLLABORATOR the other Party. Each Party hereby grants to Catapult the other Party during the Term a non-exclusive, fully paidworldwide, sub-uplicensable, non-transferable and royalty-free, licence, free license under COLLABORATOR’s Background Intellectual Property solely for use in connection with the Project. 11.2 Subject to the provisions of this Agreement, Catapult hereby grants to COLLABORATOR a non-exclusive, fully paid-up, royalty-free, licence, under Catapult’s Background Intellectual Property to undertake the Project. 11.3 From the Termination Date, such license will extend to permit COLLABORATOR to replicate the Module, or in the alternative, to such extent as required to enable COLLABORATOR to otherwise replicate the COLLABORATOR Manufacturing Process, or to produce the COLLABORATOR Product, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party Intellectual Property Rights forming any part of the following items that constitute the overall Catapult Background Intellectual Property for use outside the Centre: the Electronic Quality Management System, the Laboratory Information Management System, Warehouse [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Management System and Environmental Monitoring System. (it is acknowledged Catapult cannot procure the grant of such rights and that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party Intellectual Property Rights resulting from such inaction). 11.4 This Agreement does not affect the ownership of any Intellectual Property in any Background Intellectual Property, Know-how, or materials of a Party. Each Party will retain the sole and exclusive ownership rights in and to its Background Intellectual Property and except relevant for a Project solely to the extent such license is necessary for the other Party to carry out its Activities under the respective Project, including subsequent Commercialization by QIAGEN of the QIAGEN IVD developed in the respective Project for use with the respective Tokai Product and subsequent Commercialization by Tokai of the Tokai Product with the QIAGEN IVD under this Agreement. For the avoidance of doubt, the Parties agree that the foregoing license granted does not provide QIAGEN any right to Catapult promote or Commercialize a Tokai Product. For the further avoidance of doubt, the Parties agree that the foregoing license does not provide Tokai with any right to promote or Commercialize a QIAGEN IVD or a laboratory developed test. Notwithstanding the foregoing, if Intellectual Property Controlled by a third party is included in Clause 11.1 and to COLLABORATOR in Clause 11.2, nothing in this Clause 11 will be construed as giving to either Party any rights to use any the Background Intellectual Property of a Party, such Intellectual Property shall only be included into the license grant of this Section 7.1 paragraph 2, if (i) the other Party other than as expressly granted by this Agreement. Each Party will treat has committed in writing to comply with the relevant terms and conditions of the agreement with the third party and (ii) if applicable, the Parties have agreed in writing on the allocation or sharing of any payment obligations towards the third party which may result from the other Party’s Background use of the third party’s Intellectual Property. In addition, if the relevant (license) agreement with such third party requires an allocation of Data and Foreground Intellectual Property as Confidential Information belonging or licenses deviating from Sections 7.2 and 7.3, (i) the Controlling Party shall inform the other Party hereof and (ii) upon request of the other Party to that other Partyinclude such third party’s Intellectual Property into the license grant under this section 7.1, (iii) the Parties shall negotiate in good faith provisions deviating from Sections 7.2 and 7.3 and set them forth in writing. For the avoidance of doubt, the foregoing shall also apply to third party Intellectual Property acquired pursuant to Section 7.7.

Background Intellectual Property. 11.1 Subject 21.1 From time to time during the provisions Term of this Agreementthe Centre, COLLABORATOR hereby grants to Catapult a non-exclusive, fully paid-up, royalty-free, licence, under COLLABORATOR’s Party may make Background Intellectual Property solely available for the Activities, on such terms and conditions as it thinks fit and subject to any disclosures or restrictions notified to the other Party. 21.2 Each Party represents and warrants to the other Party that: (a) it is the owner of or is entitled to use in connection the Background Intellectual Property which it makes available for the Activities; (b) except to the extent disclosed to the other Party at the time of making available such Background Intellectual Property, that Background Intellectual Property is unencumbered; and (c) it will not encumber or otherwise deal with, dispose of or Commercialise that Background Intellectual Property, during such time as the Board determines it is necessary for the performance of the Activities except with the Projectprior approval of the Board (such approval not to be unreasonably withheld). 11.2 21.3 The Parties acknowledge and agree that the Background Intellectual Property shall remain the property of the Party which made the Background Intellectual Property available for the Activities. 21.4 The Director shall maintain a register recording such Background Intellectual Property as is made available by a Party for Research. It shall be the responsibility of the Board Member representing that Party to approve the register and any amendments to it. 21.5 Subject to clause 21.1, to strict compliance with this Agreement and a Party not prejudicing the provisions ability of this Agreement, Catapult hereby grants to COLLABORATOR a non-exclusive, fully paid-up, royalty-free, licence, under Catapult’s the owner of Background Intellectual Property to undertake the Project. 11.3 From the Termination Dateseek appropriate protection for Background Intellectual Property, such license will extend to permit COLLABORATOR to replicate the Module, or in the alternative, to such extent as required to enable COLLABORATOR to otherwise replicate the COLLABORATOR Manufacturing Process, or to produce the COLLABORATOR Product, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required each Party shall have a non-exclusive royalty-free right to use any Third Party Intellectual Property Rights forming any part of the following items that constitute the overall Catapult other Party's Background Intellectual Property for the purposes of the Activities other than Commercialisation, as approved by the Board. 21.6 A Party is free to use its Background Intellectual Property to conduct research or training outside the Centre: scope of the Electronic Quality Management SystemActivities. 21.7 Where a Party, who intends to conduct research or training outside the Activities, wishes to use Background Intellectual Property owned by another Party, the Laboratory Information Management System, Warehouse [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Management System Party so wishing to use another Party's Background Intellectual Property shall only be permitted to do so subject to obtaining a non-exclusive licence upon terms agreed by the Party owning that Background Intellectual Property. 21.8 The Parties agree that they will take all necessary steps to protect Background Intellectual Property and Environmental Monitoring System. (it is acknowledged Catapult cannot procure the grant of such rights and that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches give each other prompt notice of any Third Party infringement of Background Intellectual Property Rights resulting from which comes to their attention. Each Party agrees to give all Parties who own such inaction). 11.4 This Agreement does not affect the ownership of any Background Intellectual Property all assistance which they may reasonably require in any order to protect that Party's Background Intellectual Property, Know-how, or materials provided that the Parties requiring such assistance indemnify the Party providing the assistance for all reasonable costs and expenses of a Party. Each Party will retain the sole and exclusive ownership rights in and to its Background Intellectual Property and except for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Intellectual Property of the other Party other than as expressly granted by this Agreement. Each Party will treat any other Party’s Background Intellectual Property as Confidential Information belonging to that other Partyso doing.

Background Intellectual Property. 11.1 Subject Each Party acknowledges and agrees that the other Party Controls certain Background Intellectual Property that relates to that Party’s business or operations. Each Party further acknowledges and agrees that Background Intellectual Property Controlled by the provisions other Party shall, as between the Parties, remain the exclusive property of this Agreement, COLLABORATOR the other Party. Each Party hereby grants to Catapult the other Party a non-exclusive, fully paidworld-upwide, non-sub-licensable, non-transferable and royalty-free, licence, free license under COLLABORATOR’s Background Intellectual Property solely for use in connection with the its Project. 11.2 Subject to the provisions of this Agreement, Catapult hereby grants to COLLABORATOR a non-exclusive, fully paid-up, royalty-free, licence, under Catapult’s Related Background Intellectual Property to undertake the Project. 11.3 From the Termination Date, extent such license will extend is necessary for the other Party to permit COLLABORATOR to replicate carry out its Activities under the Modulerespective Project, or including subsequent Commercialization by QIAGEN of the QIAGEN IVD developed in the alternativerespective Project for use with the respective SYROS Product and subsequent Commercialization by SYROS of the SYROS Product with the QIAGEN IVD under this Agreement. For the avoidance of doubt, the Parties agree that the foregoing license does not provide QIAGEN any right to such extent as required promote or Commercialize a SYROS Product or any other drug. For the further avoidance of doubt, the Parties agree that the foregoing license does not provide SYROS any right to enable COLLABORATOR to otherwise replicate promote or Commercialize the COLLABORATOR Manufacturing ProcessQIAGEN IVD or any other IVD or laboratory developed test. Notwithstanding the foregoing, or to produce the COLLABORATOR Product, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party if Intellectual Property Rights forming any part of controlled by a third party is included in the following items that constitute the overall Catapult Background Intellectual Property for use outside the Centre: the Electronic Quality Management System, the Laboratory Information Management System, Warehouse [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Management System and Environmental Monitoring System. (it is acknowledged Catapult cannot procure the grant of such rights and that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party Intellectual Property Rights resulting from such inaction). 11.4 This Agreement does not affect the ownership of any Intellectual Property in any Background Intellectual Property, Know-how, or materials of a Party. Each Party will retain the sole and exclusive ownership rights in and to its Background Intellectual Property and except for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Intellectual Property of a Party, such Intellectual Property shall only be included into the license grant of this Section 9.1 paragraph 2, if (i) the other Party other than as expressly granted by this Agreement. Each Party will treat has committed in writing to comply with the relevant terms and conditions of the agreement with the third party and (ii) if applicable, the Parties have agreed in writing on the allocation or sharing of any payment obligations towards the third party which may result from the other Party’s Background use of the third party’s Intellectual Property. In addition, if the relevant (license) agreement with such third party requires an allocation of Project Data and Foreground Intellectual Property as Confidential Information belonging or licenses deviating from Sections 8 and 9.2, (i) the Controlling Party shall inform the other Party hereof and (ii) upon request of the other Party to that other Partyinclude such third party’s Intellectual Property into the license grant under this Section 9.1, the Parties shall negotiate in good faith provisions deviating from Sections 8 and 9.2 and set them forth in writing. For the avoidance of doubt, the foregoing shall also apply to third party Intellectual Property acquired pursuant to Section 9.6.