Common use of Conditions of Grant Clause in Contracts

Conditions of Grant. 6.1 Licensee agrees that any Licensed Products for use or sale in the United States will be substantially manufactured in the United States. Licensee is responsible for ensuring that this U.S. manufacture requirement is included in all sublicenses granted by Licensee and Bioamber. 6.2 Licensee will marx xxl Licensed Products in accordance with the statutes of the United States relating to marking of patented articles, see 35 U.S.C. § 287. Licensee is responsible for ensuring that this marking requirement is included in the Bioamber Sublicense granted by Licensee and in all Sublicenses. Any such marking may indicate that Licensee has a license from Licensors. Otherwise, Licensee is prohibited from using Licensors’ name or the name “Oak Ridge National Laboratory” and “Argonne National Laboratory” and “United States Department of Energy” in any such marking or any advertising, promotion or commercialization of Licensed Products without written approval of Licensors. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF 6.3 The rights and licenses granted by Licensors in this Agreement are personal to Licensee and may not be assigned or otherwise transferred in whole or in part except as may be otherwise permitted by the terms of this Agreement. If Licensee merges or is otherwise acquired by another entity that acquires substantially all of Licensee’s business assets that relate to this Agreement, then Licensee may assign its rights and obligations under this Agreement to the merging or acquiring entity, effective on the date the merger or acquisition becomes effective, without any approval of the Licensors, provided that all the following requirements have been satisfied in advance of the merger or acquisition: 6.3.1 Licensee notifies Licensors within forty-five (45) calendar days prior to said merger or acquisition; 6.3.2 Licensors approve the other parties involved in such transaction, it being understood that such approval by Licensors may only be refused if any such other party is a Restricted Entity; 6.3.3 Licensee shall have paid all Running Royalties, Minimum Annual Royalties, Sublicensing Royalties, fees and payments due Licensors; and 6.3.4 The merging or acquiring entity has agreed to comply with the terms and conditions of this Agreement.

Conditions of Grant. 6.1 Licensee agrees that any Licensed Products for use or sale in the United States will be substantially manufactured in the United StatesStates as and to the extent required by U.S. law, Department of Energy Regulations and Licensor’s Prime Contract. Licensee is responsible for ensuring that will include this U.S. manufacture requirement is included in all sublicenses granted by that Licensee and Bioambergrants. 6.2 Licensee will marx xxl mxxx all Licensed Products in accordance with the statutes of the United States relating to marking of patented articles, see articles (sec 35 U.S.C. § 287). Licensee is responsible for ensuring that will include this marking requirement is included in the Bioamber Sublicense granted by Licensee and in all Sublicensessublicenses that Licensee grants. Any such marking may indicate that Licensee has a license from LicensorsLicensor. Otherwise, Licensee is prohibited from using Licensors’ Licensor’s name or the name “Oak Ridge National Laboratory” and “Argonne National Laboratory” and “United States Department of Energy” in any such marking or any advertising, promotion or commercialization of Licensed Products without written approval of Licensors. * Confidential treatment requested UT-B #PLA 1562 Licensor; provided however, that Licensee shall be permitted to disclose factual information concerning the source of the rights licensed hereunder, for example, by identifying Licensor as the licensor of the rights hereunder or by identifying Oak Ridge National Laboratory as the institution where the Licensed Patents were invented, provided that such disclosures are not promotional in nature and UC-A #IPA 0749 RRS/MTFdo not suggest an endorsement of any Licensed Product by Licensor, Oak Ridge National Laboratory, the U.S. government, or any of their affiliates or agencies. 6.3 The rights and licenses granted by Licensors Licensor in this Agreement are arc personal to Licensee and may not be assigned or otherwise transferred in whole or in part except as may be otherwise permitted by (i) the terms sale of this Agreement. If Licensee merges all or is otherwise acquired by another entity that acquires substantially all of Licenseethe assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation in which the outstanding shares of the Company’s business assets that relate capital stock are converted into or exchanged for securities of the successor entity and the holders of the Company as outstanding voting power immediately prior to this Agreementsuch transaction do not own at least a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, then or (iii) the sale, in a single transaction or series of related transactions, of all or a majority of the Company as capital stock to an unrelated person or entity (an “Acquisition”). In the event of an Acquisition, Licensee may assign its rights and obligations under this Agreement to the merging or acquiring entity, effective on the date the merger or acquisition becomes effective, without any approval of the Licensors, provided that all the following requirements have been satisfied in advance of the merger or acquisition: 6.3.1 Licensee notifies Licensors Licensor within forty-five (45) calendar days prior to said merger or acquisition; 6.3.2 Licensors approve the other parties involved in such transaction, it being understood that such approval by Licensors may only be refused if any such other party is a Restricted Entity; 6.3.3 Licensee shall have paid all Running Royalties, Minimum Annual Royalties, Sublicensing Royaltiesroyalties, fees and payments due Licensors; andLicensor; 6.3.4 The merging or acquiring entity has agreed to comply with the terms and conditions of this Agreement; and 6.3.5 If the merging or acquiring entity is subject to ownership or control by a non-U.S. entity, the Licensee has obtained DOE approval of the assignment and will comply with the DOE’s foreign ownership and control justification criteria then in effect.

Conditions of Grant. 6.1 5.1 Licensee agrees that any Licensed Products for use or sale in the United States will be substantially manufactured in the United States. Licensee is responsible for ensuring that this U.S. manufacture requirement is included in all sublicenses granted by Licensee and Bioamber. 6.2 5.2 Licensee will marx xxl xxxx all Licensed Products in accordance with the statutes of the United States relating to marking of patented articles, see 35 U.S.C. § 287. Licensee is responsible for ensuring that this marking requirement is included in the Bioamber Sublicense granted by Licensee and in all Sublicenses. Any such marking may indicate that Licensee has a license from LicensorsLicensor. Otherwise, Licensee is prohibited from using Licensors’ Licensor’s name or the name “Oak Ridge National Laboratory” and “Argonne National Laboratory” and “United States Department of Energy” in any such marking or any advertising, promotion or commercialization of Licensed Products or Licensed Processes without written approval of Licensors. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFLicensor. 6.3 5.3 The rights and licenses granted by Licensors Licensor in this Agreement are personal to Licensee and may not be assigned or otherwise transferred in whole or in part except by merger or acquisition as may be otherwise permitted by the terms of this Agreement. If Licensee merges or is otherwise acquired by another entity that acquires substantially all of Licensee’s business assets that relate to this Agreement, then Licensee may assign its rights and obligations under this Agreement to the merging or acquiring entity, effective on the date the merger or acquisition becomes effective, without any approval of the Licensors, provided that all the following requirements have been satisfied in advance of the merger or acquisition: 6.3.1 5.3.1 Licensee notifies Licensors Licensor within forty-five (45) calendar days prior to said merger or acquisition. 5.3.2 Licensor approves said assignment of rights and obligations under this Agreement. Licensor’s approval, which is subject to the Prime Contract and DOE policy considerations relating to technology transfer involving foreign owned or controlled companies, shall not be unreasonably withheld; 6.3.2 Licensors approve the other parties involved in such transaction, it being understood that such approval by Licensors may only be refused if any such other party is a Restricted Entity; 6.3.3 5.3.3 Licensee shall have has paid all Running Royalties, Minimum Annual Royalties, Sublicensing Royaltiesroyalties, fees and payments due Licensors; andLicensor; 6.3.4 5.3.4 The merging or acquiring entity has agreed to comply with the terms and conditions of this Agreement; 5.3.5 If the merging or acquiring entity is subject to ownership or control by a non-U.S. entity then Licensee must obtain Licensor and DOE approval of the assignment and will comply with the DOE’s foreign ownership and control justification criteria then in effect. 5.3.6 Licensee shall compensate Licensor for this grant of right of merger or acquisition by paying a fee as specified in Exhibit B, Item I. 5.4 Licensee will not pledge its rights under this Agreement for any reason, including as security to obtain financing, without the prior written approval of Licensor. The Parties agree that any such pledge by Licensee without such approval by Licensor shall be an automatic, material and incurable breach of the Agreement resulting in termination of the Agreement effective as of the attempt by Licensee to make such pledge. 5.5 Licensor hereby agrees that, in the event Licensee, by its own actions, or the action of any of its shareholders or creditors, files or has filed against it a case under the Bankruptcy Code of 1978, as previously or hereafter amended, Licensor shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, to pursue any rights and remedies available to it under the License. Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief.

Conditions of Grant. 6.1 Licensee agrees that any Licensed Products for use or sale in the United States will be substantially manufactured in the United States. Licensee is responsible for ensuring that this U.S. manufacture requirement is included in all sublicenses granted by Licensee and Bioamber.[***] 6.2 Licensee will marx xxl Licensed Products in accordance with the statutes of the United States relating to marking of patented articles, see 35 U.S.C. § 287. Licensee is responsible for ensuring that this marking requirement is included in the Bioamber Sublicense granted by Licensee and in all Sublicenses. Any such marking may indicate that Licensee has a license from Licensors. Otherwise, Licensee is prohibited from using Licensors’ name or the name “Oak Ridge National Laboratory” and “Argonne National Laboratory” and “United States Department of Energy” in any such marking or any advertising, promotion or commercialization of Licensed Products without written approval of Licensors. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF 6.3 The rights and licenses granted by Licensors in this Agreement are personal to Licensee and may not be assigned or otherwise transferred in whole or in part except as may be otherwise permitted by the terms of this Agreement. If Licensee merges or is otherwise acquired by another entity that acquires substantially all of Licensee’s business assets that relate to this Agreement, then Licensee may assign its rights and obligations under this Agreement to the merging or acquiring entity, effective on the date the merger or acquisition becomes effective, without any approval of the Licensors, provided that all the following requirements have been satisfied in advance of the merger or acquisition: 6.3.1 Licensee notifies Licensors within forty-five (45) calendar days prior to said merger or acquisition; 6.3.2 Licensors approve the other parties involved in such transaction, it being understood that such approval by Licensors may only be refused if any such other party is a Restricted Entity; 6.3.3 Licensee shall have paid all Running Royalties, Minimum Annual Royalties, Sublicensing Royalties, fees and payments due Licensors; and 6.3.4 The merging or acquiring entity has agreed to comply with the terms and conditions of this Agreement.

Conditions of Grant. 6.1 Licensee agrees that any Licensed Products for use or sale in the United States will shall be substantially manufactured in the United States. Licensee is responsible for ensuring that this U.S. manufacture requirement is included in all sublicenses granted by Licensee and Bioamber. 6.2 Licensee will marx xxl shall mxxx all Licensed Products in accordance with the statutes of the United States relating to marking of patented articles, see 35 U.S.C. § 287. Licensee is responsible for ensuring that this marking requirement is included in , and licensee may disclose, without restriction, the Bioamber Sublicense granted by Licensee and in all Sublicensesexistence of a license from licensor. Any such marking may indicate that Licensee has a license from LicensorsLicensor. Otherwise, Licensee is prohibited from using Licensors’ Licensor’s name or the name “Oak Ridge National Laboratory” and “Argonne National Laboratory” and “United States Department of Energy” in any such marking or any advertising, promotion or commercialization of Licensed Products or Licensed Processes without written approval of Licensors. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFLicensor. 6.3 The rights and licenses granted by Licensors Licensor in this Agreement are personal to Licensee and may not be assigned or otherwise transferred in whole or in part except by merger, acquisition, Joint Venture, or spin-out of a subsidiary, as may be otherwise permitted by the terms of this Agreement. If Licensee or a subsidiary that controls the assets relating to this agreement, merges or is otherwise acquired by another entity that acquires substantially all of Licensee’s business assets that relate to this Agreement, then Licensee may assign its rights and obligations under this Agreement to the merging or acquiring entity, effective on the date the merger or acquisition becomes effective, without any approval of the Licensors, provided that all the following requirements have been satisfied in advance of the merger or acquisition: 6.3.1 Licensee notifies Licensors Licensor within forty-five (45) calendar days prior to said merger merger, acquisition, joint venture, or acquisitionsubsidiary or spin-out organization assignment; 6.3.2 Licensors approve Licensor approves said assignment of rights and obligations under this Agreement. Licensor’s approval, which is subject to the other parties involved in such transactionPrime Contract and DOE policy considerations relating to technology transfer involving foreign owned or controlled companies, it being understood that such approval by Licensors may only shall not be refused if any such other party is a Restricted Entityunreasonably withheld; 6.3.3 Licensee shall have paid all Running Royalties, Minimum Annual Royalties, Sublicensing Royaltiesroyalties, fees and payments due Licensors; andLicensor prior to the merger, acquisition, joint venture, or subsidiary or spin-out assignment; 6.3.4 The merging or acquiring entity has agreed to comply with the terms and conditions of this Agreement; and 6.3.5 If the merging or acquiring entity is subject to ownership or control by a non-U.S. entity, the Licensee has obtained DOE approval of the assignment and will comply with the DOE’s foreign ownership and control justification criteria then in effect.

Conditions of Grant. 6.1 5.1 Licensee agrees that any Licensed Products for use or sale in the United States will be substantially manufactured in the United States. Licensee is responsible for ensuring that this U.S. manufacture requirement is included in all sublicenses granted by Licensee and Bioamber. 6.2 5.2 Licensee will marx xxl xxxx all Licensed Products in accordance with the statutes of the United States relating to marking of patented articles, (see 35 U.S.C. § 287. Licensee is responsible for ensuring that this marking requirement is included in the Bioamber Sublicense granted by Licensee and in all Sublicenses). Any such marking may indicate that Licensee has a license from LicensorsLicensor. Otherwise, Licensee is prohibited from using Licensors’ Licensor’s name or the name “Oak Ridge National Laboratory” and “Argonne National Laboratory” and “United States Department of Energy” in any such marking or any advertising, promotion or commercialization of Licensed Products without written approval of Licensors. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFLicensor. 6.3 5.3 The rights and licenses granted by Licensors Licensor in this Agreement are personal to Licensee and may not be assigned or otherwise transferred in whole or in part except by merger or acquisition as may be otherwise permitted by the terms of this Agreement. If Licensee merges or is otherwise acquired by another entity that acquires substantially all of Licensee’s business assets that relate to this Agreement, then Licensee may assign its rights and obligations under this Agreement to the merging or acquiring entity, effective on the date the merger or acquisition becomes effective, without any approval of the Licensors, provided that all the following requirements have been satisfied in advance of the merger or acquisition: 6.3.1 5.3.1 Licensee notifies Licensors Licensor within forty-five (45) calendar days prior to said merger or acquisition; 6.3.2 Licensors approve 5.3.2 Licensor approves said assignment of rights and obligations under this Agreement. Licensor’s approval, which is subject to the other parties involved in such transactionPrime Contract and DOE policy considerations relating to technology transfer involving foreign owned or controlled companies, it being understood that such approval by Licensors may only shall not be refused if any such other party is a Restricted Entityunreasonably withheld; 6.3.3 5.3.3 Licensee shall have paid all Running Royalties, Minimum Annual Royalties, Sublicensing Royaltiesroyalties, fees and payments due Licensors; andLicensor; 6.3.4 5.3.4 The merging or acquiring entity has agreed to comply with the terms and conditions of this Agreement; and 5.3.5 If the merging or acquiring entity is subject to ownership or control by a non-U.S. entity, the Licensee has obtained DOE approval of the assignment and will comply with the DOE’s foreign ownership and control justification criteria then in effect. 5.4 Licensee will not pledge its rights under this Agreement for any reason, including as security to obtain financing, without the prior written approval of Licensor. The Parties agree that any such pledge by Licensee without such approval by Licensor will be an automatic, material and incurable breach of the Agreement resulting in termination of the Agreement effective as of the attempt by Licensee to make such pledge. 5.5 Licensee agrees that, in the event Licensee, by its own actions, or the action of any of its shareholders or creditors, files or has filed against it a case under the Bankruptcy Code of 1978, as previously or hereafter amended, licensor shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, to pursue any rights and remedies available to it under this Agreement. Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief.

Conditions of Grant. 6.1 5.1 Licensee agrees that any Licensed Products for use or sale Disposed of in the United States will be substantially manufactured in the United States. Licensee is responsible for ensuring that this U.S. manufacture requirement is included in all sublicenses granted by Licensee and Bioamber. 6.2 5.2 Licensee will marx xxl mark all Licensed Products in accordance with the statutes of the United States relating to marking of patented articles, (see 35 U.S.C. § USC 287. Licensee is responsible for ensuring that this marking requirement is included ) or markings and notices as may be required by any law or regulation of any jurisdiction in the Bioamber Sublicense granted by Licensee and in all SublicensesTerritory or as Licensor may reasonably specify for purposes of compliance with any such law or regulation. Any such marking may indicate that Licensee has a license from LicensorsLicensor. Otherwise, Licensee is prohibited from using Licensors’ name or Licensor’s name, the name “Oak Ridge National Laboratory,” and or “Argonne National Laboratory” and “United States Department of EnergyORNL” in any such marking or any advertising, promotion or commercialization of Licensed Products without written approval of Licensors. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFLicensor. 6.3 5.3 The rights and licenses granted by Licensors Licensor in this Agreement are personal to Licensee and may not be assigned or otherwise transferred in whole or in part except by merger or acquisition as may be otherwise permitted by the terms of this Agreement. If Licensee merges or is otherwise acquired by another entity, including without limitation subsidiaries of Licensee, which entity that acquires substantially all of Licensee’s business assets that relate to this Agreement, then Licensee may assign its rights and obligations under this Agreement to the merging or acquiring entity, effective on the date the merger or acquisition becomes effective, without any approval of the Licensors, provided that all the following requirements have been satisfied in advance of the merger or acquisition: 6.3.1 5.3.1 Licensee notifies Licensors Licensor within forty-five (45) calendar days prior to said merger or acquisition; 6.3.2 Licensors approve 5.3.2 Licensor approves said assignment of rights and obligations under this Agreement. Licensor’s approval, which is subject to the other parties involved in such transactionPrime Contract and DOE policy considerations relating to technology transfer involving foreign owned or controlled companies, it being understood that such approval by Licensors may only will not be refused if any such other party is a Restricted Entityunreasonably withheld; 6.3.3 Licensee shall have paid all Running Royalties, Minimum Annual Royalties, Sublicensing Royalties, fees and payments due Licensors; and 6.3.4 5.3.3 The merging or acquiring entity has agreed to comply with the terms and conditions of this Agreement; and 5.3.4 If the merging or acquiring entity is subject to ownership or control by a non-U.S. entity, the Licensee has obtained DOE approval of the assignment and will comply with the DOE’s foreign ownership and control justification criteria then in effect. 5.4 Licensee will not sell, assign, transfer, mortgage, pledge, or hypothecate its rights under this Agreement in whole or in part or delegate any of its duties or obligations under this Agreement for any reason, including as security to obtain financing, without the prior written approval of Licensor. The Parties agree that any such action by Licensee without such approval by Licensor will be an automatic, material and incurable breach of the Agreement resulting in termination of the Agreement effective as of the attempt by Licensee to carry out such action. 5.5 Licensee hereby agrees that, in the event Licensee, by its own actions, or the action of any of its shareholders or creditors, files or has filed against it a case under the Bankruptcy Code of 1978, as previously or hereafter amended, Licensor will be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, to pursue any rights and remedies available to it under this Agreement. Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief.