Common use of Commercialization License Clause in Contracts

Commercialization License. Scynexis hereby grants to R-Pharm an exclusive (even as to Scynexis), royalty-bearing license under the Patents, Scynexis’s interest in any Joint Patent Rights, both valid as of the Effective date of this Agreement and as are created within the Term of this Agreement to research, develop, use, make or have made (from Compound supplied by Scynexis or its licensee), offer to sell, sell, market, distribute, export within the Territory and/or import the Product for use in the Field in the Territory during the Term of this Agreement. Scynexis hereby grants to R-Pharm a non-exclusive, royalty-bearing license under the Scynexis Know-How and Scynexis’s [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. interest in the Joint Know-How, to research, develop, use, make or have made (from Compound supplied by Scynexis or its licensee), offer to sell, sell, market, distribute, export within the Territory and/or import the Product for use in the Field in the Territory during the Term. With respect to any Patent that may issue in any country within the Territory during the term of this Agreement, a statement referencing the exclusive license granted to R-Pharm pursuant to this Section shall, to the extent required by applicable laws or regulations, be registered with the patent office or other such government agency in such country at R-Pharm’s cost, as soon as is practically possible after the issuance of the respective Patent. Scynexis hereby agrees that it will execute such documents and instruments as may be required to effect the registration of such statement and otherwise cooperate with R-Pharm in connection with the registration of such statement as aforesaid. Without derogating from the foregoing, each Party agrees, without demanding any further consideration, to execute all documents reasonably requested by the other Party (including short-form agreements) to effect recordation of the license relationship between the Parties created by this Agreement, to the extent required by applicable laws or regulations. The foregoing licenses shall include the right to (i) sublicense to Third Party manufacturers, (ii) sublicense to Affiliates and (iii) subject to the prior written consent of Scynexis, sublicense to other Third Parties. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Commercialization License. Scynexis (a) Subject to the terms and conditions of this Agreement, SEMBIOSYS hereby grants to RMARTEK a sole and exclusive license in the Territory to make, have made, use, have used, import, have imported, offer for sale, sell and have sold Licensed Products in the Field, with rights to grant sublicenses that are co-Pharm an exclusive extensive with such license, under any and all SEMBIOSYS Program Intellectual Property (even as to Scynexisincluding SEMBIOSYS Improvements), royaltyand SEMBIOSYS’ rights in Joint Program Intellectual Property. MARTEK shall have the right to assign or otherwise transfer its rights in the license granted herein (or any part thereof) to its Affiliates. Notwithstanding any such assignment, MARTEK shall be responsible for the activities, including all reporting and royalty obligations, of such Affiliates as if they were MARTEK. (b) Subject to the terms and conditions of this Agreement, SEMBIOSYS hereby grants to MARTEK a sole and exclusive license in the Territory to make, have made, use, have used, import, have imported, offer for sale, sell and have sold Licensed Products in the Field solely as it relates to DHA, with rights to grant sublicenses that are co-bearing extensive with such license, under any and all SEMBIOSYS Background Technology. MARTEK shall have the right to assign or otherwise transfer its rights in the license under granted herein (or any part thereof) to its Affiliates. Notwithstanding any such assignment, MARTEK shall be responsible for the Patentsactivities, Scynexis’s interest in any Joint Patent Rightsincluding all reporting and royalty obligations, both valid of such Affiliates as of if they were MARTEK. (c) Subject to the Effective date terms and conditions of this Agreement and as are created within the Term of this Agreement to research, develop, use, make or have made (from Compound supplied by Scynexis or its licenseespecific limitations set forth in Section 8.1.2(d), offer SEMBIOSYS hereby grants to sell, sell, market, distribute, export within the Territory and/or import the Product for use in the Field MARTEK an exclusive sublicense in the Territory during under the Term Third Party Licenses solely to the extent necessary to allow MARTEK to practice the licenses granted in subsections (a) and (b) above as they relate to DHA. MARTEK shall not have the right to assign or otherwise transfer its rights in the license granted herein (or any part thereof) without the prior written consent of SEMBIOSYS, which consent shall not be *The asterisk denotes that confidential portions of this Agreement. Scynexis hereby grants to R-Pharm a non-exclusive, royalty-bearing license under the Scynexis Know-How and Scynexis’s [*] = Certain confidential information contained in this document, marked by brackets, has exhibit have been omitted and filed in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately with to the Securities and Exchange Commission pursuant unreasonably withheld. SemBioSys shall cooperate with Martek in good faith to Rule 406 secure any rights for Martek under such Third Party Licenses directly from the relevant licensors upon the occurrence of the Securities Act of 1933relevant events, and on the terms and conditions, in each case as amended. interest expressly provided in the Joint Know-Howrelevant Third Party License. (d) Notwithstanding subsection (c) above, MARTEK shall have no right under the Third Party Licenses to research, develop, use, make or have made (transgenic plants capable of producing DHA or to propagate or have propagated any transgenic plant material capable of producing DHA or produce seed of transgenic plants capable of producing DHA until the expiration of all relevant patents licensed to SEMBIOSYS under the Third Party Licenses except as otherwise expressly provided in any such Third Party License as in effect on the Effective Date. Prior to the patent expiration of all relevant patents licensed to SEMBIOSYS under the Third Party Licenses, SEMBIOSYS shall propagate plant material and/or produce seed from Compound supplied transgenic plants producing DHA as an exclusive contract manufacturer for MARTEK pursuant to a Supply Agreement to be negotiated in good faith by Scynexis or its licensee), offer the parties and agreed to sell, sell, market, distribute, export within prior to the Territory and/or import first anniversary of the Product Effective Date. Such Supply Agreement shall specify that material to be provided for use in the Field R&D Program shall be paid for as an R&D Program cost in accordance with Section 4.2 hereof and that material to be provided for use in commercialization of DHA shall be paid for at a cost that includes reasonable manufacturing margins provided that such cost shall not be greater than the cost to MARTEK should it have the right to propagate the transgenic plant material itself. Notwithstanding the foregoing, in the Territory during the Term. With respect to event that at any Patent that may issue in any country within the Territory time during the term of this Agreementthe Supply Agreement SEMBIOSYS and/or its existing subcontractors are unable to propagate plant material and/or produce seed from transgenic plants producing DHA as an exclusive contract manufacturer for MARTEK, a statement referencing SEMBIOSYS agrees that, at MARTEK’s request, it will subcontract propagation of relevant plant material and/or the exclusive license granted to R-Pharm pursuant to this Section shallproduction of relevant transgenic plants and/or seeds in accordance with the Third Party Licenses, to MARTEK and/or MARTEK’s qualified designees. In the extent required by applicable laws event that material generated through such subcontracting activities is transferred to or regulations, be registered with the patent office or other such government agency in such country at R-Pharm’s cost, from SEMBIOSYS as soon as is practically possible after the issuance part of the respective Patent. Scynexis hereby agrees *The asterisk denotes that it will execute such documents and instruments as may be required to effect the registration confidential portions of such statement and otherwise cooperate with R-Pharm this exhibit have been omitted in connection with the registration of such statement as aforesaid. Without derogating from the foregoing, each Party agrees, without demanding any further consideration, to execute all documents reasonably requested by the other Party (including short-form agreements) to effect recordation reliance on Rule 24b-2 of the license relationship between the Parties created by this Agreement, to the extent required by applicable laws or regulationsSecurities Exchange Act of 1934. The foregoing licenses shall include the right confidential portions have been submitted separately to (i) sublicense to Third Party manufacturers, (ii) sublicense to Affiliates and (iii) subject to the prior written consent of Scynexis, sublicense to other Third Parties. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission subcontracting activities pursuant to Rule 406 of the Securities Act of 1933foregoing sentence, as amendedSEMBIOSYS agrees that it will only charge MARTEK the direct costs associated with any such transfer.

Commercialization License. Scynexis hereby grants to R-Pharm an exclusive (even as to Scynexis), royalty-bearing license under the Patents, Scynexis’s interest in any Joint Patent Rights, both valid as of the Effective date of this Agreement and as are created within the Term of this Agreement to research, develop, use, make or have made (from Compound supplied by Scynexis or its licensee), offer to sell, sell, market, distribute, export within the Territory and/or import the Product for use in the Field in the Territory during the Term of this Agreement. Scynexis hereby grants to R-Pharm a non-exclusive, royalty-bearing license under the Scynexis Know-How and Scynexis’s 39 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. interest in the Joint Know-How, to research, develop, use, make or have made (from Compound supplied by Scynexis or its licensee), offer to sell, sell, market, distribute, export within the Territory and/or import the Product for use in the Field in the Territory during the Term. With respect to any Patent that may issue in any country within the Territory during the term of this Agreement, a statement referencing the exclusive license granted to R-Pharm pursuant to this Section shall, to the extent required by applicable laws or regulations, be registered with the patent office or other such government agency in such country at R-Pharm’s cost, as soon as is practically possible after the issuance of the respective Patent. Scynexis hereby agrees that it will execute such documents and instruments as may be required to effect the registration of such statement and otherwise cooperate with R-Pharm in connection with the registration of such statement as aforesaid. Without derogating from the foregoing, each Party agrees, without demanding any further consideration, to execute all documents reasonably requested by the other Party (including short-form agreements) to effect recordation of the license relationship between the Parties created by this Agreement, to the extent required by applicable laws or regulations. The foregoing licenses shall include the right to (i) sublicense to Third Party manufacturers, (ii) sublicense to Affiliates and (iii) subject to the prior written consent of Scynexis, sublicense to other Third Parties. 40 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Commercialization License. Scynexis (a) Subject to the terms and conditions of this Agreement, SEMBIOSYS hereby grants to RMARTEK a sole and exclusive license in the Territory to make, have made, use, have used, import, have imported, offer for sale, sell and have sold Licensed Products in the Field, with rights to grant sublicenses that are co-Pharm an exclusive extensive with such license, under any and all SEMBIOSYS Program Intellectual Property (even as to Scynexisincluding SEMBIOSYS Improvements), royaltyand SEMBIOSYS’ rights in Joint Program Intellectual Property. MARTEK shall have the right to assign or otherwise transfer its rights in the license granted herein (or any part thereof) to its Affiliates. Notwithstanding any such assignment, MARTEK shall be responsible for the activities, including all reporting and royalty obligations, of such Affiliates as if they were MARTEK. (b) Subject to the terms and conditions of this Agreement, SEMBIOSYS hereby grants to MARTEK a sole and exclusive license in the Territory to make, have made, use, have used, import, have imported, offer for sale, sell and have sold Licensed Products in the Field solely as it relates to DHA, with rights to grant sublicenses that are co-bearing extensive with such license, under any and all SEMBIOSYS Background Technology. MARTEK shall have the right to assign or otherwise transfer its rights in the license under granted herein (or any part thereof) to its Affiliates. Notwithstanding any such assignment, MARTEK shall be responsible for the Patentsactivities, Scynexis’s interest in any Joint Patent Rightsincluding all reporting and royalty obligations, both valid of such Affiliates as of if they were MARTEK. (c) Subject to the Effective date terms and conditions of this Agreement and as are created within the Term of this Agreement to research, develop, use, make or have made (from Compound supplied by Scynexis or its licenseespecific limitations set forth in Section 8.1.2(d), offer SEMBIOSYS hereby grants to sell, sell, market, distribute, export within the Territory and/or import the Product for use in the Field MARTEK an exclusive sublicense in the Territory during the Term of this Agreement. Scynexis hereby grants to R-Pharm a non-exclusive, royalty-bearing license under the Scynexis Know-How and Scynexis’s [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. interest in the Joint Know-How, to research, develop, use, make or have made (from Compound supplied by Scynexis or its licensee), offer to sell, sell, market, distribute, export within the Territory and/or import the Product for use in the Field in the Territory during the Term. With respect to any Patent that may issue in any country within the Territory during the term of this Agreement, a statement referencing the exclusive license granted to R-Pharm pursuant to this Section shall, Third Party Licenses solely to the extent required by applicable laws or regulations, be registered with necessary to allow MARTEK to practice the patent office or other such government agency licenses granted in such country at R-Pharm’s cost, subsections (a) and (b) above as soon as is practically possible after the issuance of the respective Patentthey relate to DHA. Scynexis hereby agrees that it will execute such documents and instruments as may be required to effect the registration of such statement and otherwise cooperate with R-Pharm in connection with the registration of such statement as aforesaid. Without derogating from the foregoing, each Party agrees, without demanding any further consideration, to execute all documents reasonably requested by the other Party (including short-form agreements) to effect recordation of the license relationship between the Parties created by this Agreement, to the extent required by applicable laws or regulations. The foregoing licenses MARTEK shall include not have the right to assign or otherwise transfer its rights in the license granted herein (ior any part thereof) sublicense to Third Party manufacturers, (ii) sublicense to Affiliates and (iii) subject to without the prior written consent of ScynexisSEMBIOSYS, sublicense which consent shall not be unreasonably withheld. SemBioSys shall cooperate with Martek in good faith to other secure any rights for Martek under such Third PartiesParty Licenses directly from the relevant licensors upon the occurrence of the relevant events, and on the terms and conditions, in each case as expressly provided in the relevant Third Party License. (d) Notwithstanding subsection (c) above, MARTEK shall have no right under the Third Party Licenses to make or have made transgenic plants capable of producing DHA or to propagate or have propagated any transgenic plant material capable of producing DHA or produce seed of transgenic plants capable of producing DHA until the expiration of all relevant patents licensed to SEMBIOSYS under the Third Party Licenses except as otherwise expressly provided in any such Third Party License as in effect on the Effective Date. [*] = Certain confidential information contained Prior to the patent expiration of all relevant patents licensed to SEMBIOSYS under the Third Party Licenses, SEMBIOSYS shall propagate plant material and/or produce seed from transgenic plants producing DHA as an exclusive contract manufacturer for MARTEK pursuant to a Supply Agreement to be negotiated in this documentgood faith by the parties and agreed to prior to the first anniversary of the Effective Date. Such Supply Agreement shall specify that material to be provided for use in the R&D Program shall be paid for as an R&D Program cost in accordance with Section 4.2 hereof and that material to be provided for use in commercialization of DHA shall be paid for at a cost that includes reasonable manufacturing margins provided that such cost shall not be greater than the cost to MARTEK should it have the right to propagate the transgenic plant material itself. Notwithstanding the foregoing, marked by bracketsin the event that at any time during the term of the Supply Agreement SEMBIOSYS and/or its existing subcontractors are unable to propagate plant material and/or produce seed from transgenic plants producing DHA as an exclusive contract manufacturer for MARTEK, has been omitted and filed separately SEMBIOSYS agrees that, at MARTEK’s request, it will subcontract propagation of relevant plant material and/or the production of relevant transgenic plants and/or seeds in accordance with the Securities and Exchange Commission Third Party Licenses, to MARTEK and/or MARTEK’s qualified designees. In the event that material generated through such subcontracting activities is transferred to or from SEMBIOSYS as part of the subcontracting activities pursuant to Rule 406 of the Securities Act of 1933foregoing sentence, as amendedSEMBIOSYS agrees that it will only charge MARTEK the direct costs associated with any such transfer.