Common use of Grant of Licence Clause in Contracts

Grant of Licence. 3.1. Subject to the terms and conditions of this Agreement, and in consideration of the payment by the Licensee of the Licence Fees, the Licensor hereby grants to the Licensee and the Licensee Group Companies, and the Licensee, on behalf of itself and the Licensee Group Companies, hereby accepts from the Licensor, a non-transferable, non-sub-licensable (except as set forth in Clause 3.3) sole licence to use the Licensor’s Trade Marks but only in relation to the Composite Trade Marks (except as set forth in Clause 3.2) in relation to the Services in the Territory; provided that (x) except as otherwise set forth in Clause 3.2.7 or Clause 3.8, and notwithstanding any other provision of this Agreement, not later than thirty (30) days after the Licensor shall have ceased to hold at least fifty (50) per cent of the Licensee’s outstanding Capital Stock (but in no event earlier than 1 October 2015), this Agreement shall, subject to Clause 11.3, terminate with respect to the Licensee’s and the Licensee Group Companies’ right to use the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5, and upon such termination, the Licensee shall, and shall ensure that each Licensee Group Company shall, immediately discontinue the use of the acronym “RBS” as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5; (y) except in the limited instances set forth on Schedule 5, the Licensee shall not, and shall ensure that each Licensee Group Company shall not, at any time during its use of the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks, use it in connection with the operation of the Licensee’s retail banking business or the marketing, promotion or sale of retail banking services; and (z) if the Licensee seeks to rebrand any product or Service which, as of the commencement of the relevant rebranding initiative for such product or Service, is branded using the Composite Trade Marks, and such rebranding provides for the cessation of use of the Composite Trade Marks with respect to such product or Service, then this Agreement shall, subject to Clause 11.4, without the need for notice and effective as of the date of completion (but in no event more than sixty (60) days after the commencement) of the relevant rebranding initiative, terminate with respect to the Licensee’s right to use the Composite Trade Marks in relation to such product or Service. The Licensee shall develop a project plan with respect to each rebranding initiative described in sub-clause (z) above and shall provide a copy of such project plan to the Licensor with reasonable notice prior to the commencement of the rebranding initiative. The dates of commencement and completion of such rebranding initiative shall be determined in accordance with the relevant project plan (it being understood that any such rebranding initiative shall not be deemed to have commenced to the extent the Licensee engages in customary testing or pre-launch activities (not to exceed ninety (90) days) in a test market to determine the viability and/or logistics associated with the full-scale public rollout of any such rebranding initiative). 3.2. Nothing in this Agreement shall or is intended to permit the Licensee, the Licensee Group Companies or the Permitted Sub-licensees to use the Licensor’s Trade Marks (i) except as a component of a Composite Trade Xxxx, or (ii) for any purposes other than those set out in Clause 3.1 without the prior written consent of the Licensor, provided however, that subject to the terms of this Agreement, the Licensee and the Licensee Group Companies shall be permitted to continue to use: 3.2.1 the Daisy Design by itself on the interior and exterior of the properties owned or leased by the Licensee or any Licensee Group Company; 3.2.2 the Daisy Design by itself as a design element in plastic debit or credit cards issued by the Licensee or any Licensee Group Company; 3.2.3 the Daisy Design by itself as an environmental element in traditional and in-store branches and administrative offices of the Licensee or any Licensee Group Company as a wall super graphic, window vinyl pattern, media xxxx xxxx or podium; 3.2.4 the Daisy Design by itself as a design element in incidental promotional items and employee accessories (e.g., pens, ties, pins, cuff links and golf shirts) that use the Daisy Design produced by the Licensee or any Licensee Group Company for their own use, but solely to the extent and only in the manner used as of 1 June 2014; 3.2.5 the Daisy Design by itself as a design element in printed materials and collateral (e.g. internal Microsoft PowerPoint templates, memorandum templates etc) in existence as of 1 June 2014; 3.2.6 the Daisy Design by itself in online applications used by the Licensee or any Licensee Group Company (including its mobile application having the Daisy Design as the icon, the App Store icon on the iTunes site, the icon for a technology application known as Relay Initiative, which provides for an electronic message to be sent to loan applicants upon submission of a loan application, and all checking and savings pages on xxxxxxxxxxxx.xxx and xxxxxxxxxx.xxx) as of 1 June 2014; and 3.2.7 the Daisy Design and the Licensor’s “RBS” xxxx, each either by itself or together as a combined trade xxxx, as design elements in internal, non-customer facing technology applications, but solely to the extent and only in the manner used on such applications by the Licensee or any Licensee Group Company as of 1 June 2014; provided that the Licensee and any such Licensee Group Company shall cease any and all such uses by 1 October 2017. 3.3. The Licensee and the Licensee Group Companies shall have no right to sub-licence the Licensor’s Trade Marks or the Composite Trade Marks without the prior written consent of the Licensor, which consent shall be given or withheld at the Licensor’s sole and absolute discretion. Notwithstanding the foregoing, the Licensee shall, subject to the terms of this Agreement, have the right to grant sub-licences under the licence granted to the Licensee pursuant to Clause 3.1 to the Permitted Sub-licensees, pursuant to the Permitted Sub-licence Agreement, without the prior written consent of the Licensor. Neither Licensee nor any Permitted Sub-licensee may amend, modify or otherwise change the Permitted Sub-licence Agreement without the prior written consent of the Licensor to the extent such amendment, modification or other change relates to or otherwise affects the Licensor’s Trade Marks or the Composite Trade Marks in any respect. The Licensee shall remain responsible and fully liable at all times to the Licensor for any acts, omissions or default on the part of the Permitted Sub-licensees, and any action, omission or default by any Permitted Sub-licensee that would constitute a breach of this Agreement if it were an action, omission or default by the Licensee, shall constitute a breach of this Agreement by the Licensee. For the avoidance of doubt, no Permitted Sub-licensee shall, at any time, have any greater right to use the Licensor’s Trade Marks than the Licensee, each Permitted Sub-licensee’s right to use the Licensor’s Trade Marks shall be consistent with the terms of the Permitted Sub-licence Agreement and shall automatically terminate upon and to the extent of any expiration or termination of this Agreement. 3.4. If: 3.4.1 at any time during the Initial Term, the Licensee or any Licensee Group Company (an “Acquiring Party”) acquires another depository institution, where such acquired institution becomes a Licensee Group Company (the “Acquired Bank”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Bank, however the licence granted in Clause 3.1 shall not extend to any depositary institution acquired after the Initial Term; and 3.4.2 at any time during the Initial Term or the Extended Term, an Acquiring Party acquires one or more bank branches (each an “Acquired Branch”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Branch. 3.5. The Licensee acknowledges and confirms that the Licensor reserves the right to use or licence the Licensor’s Trade Marks in the Territory in any manner at the Licensor’s sole discretion; provided that the Licensor shall not sub-licence the Daisy Design in the Territory to any third party in relation to the Services except for (i) transitional purposes in connection with a sale or disposition of a business or (ii) the Licensor’s own purposes (including to a vendor providing services to Licensor or any of its affiliates or in connection with any joint venture or other strategic partnership or alliance). 3.6. The Licensor may, at the Licensor’s sole and absolute discretion, add to, delete or vary any of the Licensor’s Trade Marks (it being understood that the Licensee and the Licensee Group Companies shall not be required to add, delete or vary any of the Licensor’s Trade Marks from the manner in which the Licensee or the Licensee Group Companies are using any of the Licensor’s Trade Marks as of 1 June 2014 as part of the Composite Trade Marks or as otherwise permitted hereunder). 3.7. The Licensee shall not be in breach of the terms of Clause 3.1 solely by reason of using the Composite Trade Marks (or the Daisy Design by itself to the extent permitted under Clause 3.2) on an Internet website that is accessible from outside the Territory, so long as the website is targeted at persons inside the Territory. 3.8. The parties acknowledge and agree that with respect to any plastic debit or credit card issued by the Licensee or any Licensee Group Company as of 1 October 2015 which uses the Licensor’s “RBS” xxxx as a design element on any such debit or credit card, whether in combination with the Daisy Design and/or the Existing Composite Trade Marks, the Licensee or the Licensee Group Company, as applicable, shall not be required to recall and/or reissue such debit or credit cards immediately after 1 October 2015; provided that (i) to the extent any such debit or credit card needs to be reissued by the Licensee or any Licensee Group Company in the ordinary course after the Commencement Date, whether due to expiration or replacement of such debit or credit card for any reason, any reissue of such debit or credit card shall have all uses of, and references to, the Licensor’s “RBS” xxxx removed and (ii) in any event, any and all of the Licensee’s and the Licensee Group Companies’ plastic debit and credit cards which use the Licensor’s “RBS” xxxx as a design element shall be recalled and reissued by the Licensee and/or the Licensee Group Companies, as applicable, no later than 1 October 2017 so that all uses of, and references to, the Licensor’s “RBS” xxxx are removed and no longer used in connection therewith. For the avoidance of doubt, the Licensee and the Licensee Group Companies shall only be permitted to use the Licensor’s “RBS” xxxx with respect to any plastic debit or credit card, as contemplated in this Clause 3.8, solely to the extent and only in the manner such “RBS” xxxx was used on such debit or credit card as of 1 June 2014. 3.9. For the avoidance of doubt, and notwithstanding anything herein to the contrary, each Licensee Group Company shall be licensed hereunder only for so long as such Licensee Group Company is and remains a wholly-owned Subsidiary of the Licensee.

Grant of Licence. 3.1. 2.1 Subject to the terms and conditions provisions of this Agreement, Agreement and in consideration the surviving provisions of the payment by the Licensee of the Licence FeesCTOA, the Licensor CRT hereby grants to the Licensee Company: 2.1.1 [***]; and 2.1.2 [***], in each case to research, develop, make, have made, import, use and sell Licensed Products for any and all uses in the Territory and to apply for Regulatory Authorisation for such Licensed Products in any jurisdiction. 2.2 CRT hereby reserves and excepts from the [***] under Clause 2.1.1 the worldwide, perpetual and irrevocable right for the Contributors and the Licensee Group Companies, and Charity (including use by scientists funded and/or employed by the Licensee, on behalf Charity) to: 2.2.1 use the Licensed Intellectual Property for the purpose of itself and the Licensee Group Companies, hereby accepts from the Licensor, a non-transferablecommercial scientific research carried out by or for or under their respective direction in accordance with their respective charitable and/or academic status, non-sub-licensable (except as set forth whether alone or in Clause 3.3) sole licence to use the Licensor’s Trade Marks but only collaboration with a third party or third parties and whether sponsored or funded, in whole or in part, by any third party including any commercial entity; and 2.2.2 make publications in relation to the Composite Trade Marks (except as set forth Licensed Intellectual Property and any results of research using the same in Clause 3.2) accordance with generally accepted academic practice. 2.3 The Company shall be entitled to grant sub-licences in relation to respect of the Services in the Territory; provided that (x) except as otherwise set forth in Clause 3.2.7 or Clause 3.8, and notwithstanding any other provision of rights granted under this Agreement, provided that: 2.3.1 any sub-licence granted by the Company shall be expressed to terminate automatically on the termination of this Agreement for any reason; 2.3.2 any sub-licence granted by the Company beyond the first tier of sub-licensing shall expressly prohibit further sub-licensing without CRT’s prior written consent, which consent may not later than be unreasonably conditioned, delayed, or withheld. 2.3.3 the Company shall ensure that there are included in the terms of any sub-licence like obligations and undertakings on the part of the Sub-Licensee as are contained in this Agreement (except this Clause 2.3, but including Clause 9 (indemnity) and Clause 14 (confidentiality)) and shall further ensure that all Sub-Licensees duly comply with the same; 2.3.4 no sub-licence shall be granted to a Tobacco Party; 2.3.5 the sub-licence shall be entered into on an arms-length basis reflecting the market value of the rights granted; and 2.3.6 the Company shall provide CRT with a copy of such sub-licence within thirty (30) days after the Licensor of entering into it. 2.4 Any breach of Clause 2.3 shall have ceased to hold at least fifty (50) per cent of the Licensee’s outstanding Capital Stock (but in no event earlier than 1 October 2015), this Agreement shall, subject to Clause 11.3, terminate with respect to the Licensee’s and the Licensee Group Companies’ right to use the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5, and upon such termination, the Licensee shall, and shall ensure that each Licensee Group Company shall, immediately discontinue the use of the acronym “RBS” as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5; (y) except in the limited instances set forth on Schedule 5, the Licensee shall not, and shall ensure that each Licensee Group Company shall not, at any time during its use of the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks, use it in connection with the operation of the Licensee’s retail banking business or the marketing, promotion or sale of retail banking services; and (z) if the Licensee seeks to rebrand any product or Service which, as of the commencement of the relevant rebranding initiative for such product or Service, is branded using the Composite Trade Marks, and such rebranding provides for the cessation of use of the Composite Trade Marks with respect to such product or Service, then this Agreement shall, subject to Clause 11.4, without the need for notice and effective as of the date of completion (but in no event more than sixty (60) days after the commencement) of the relevant rebranding initiative, terminate with respect to the Licensee’s right to use the Composite Trade Marks in relation to such product or Service. The Licensee shall develop a project plan with respect to each rebranding initiative described in sub-clause (z) above and shall provide a copy of such project plan to the Licensor with reasonable notice prior to the commencement of the rebranding initiative. The dates of commencement and completion of such rebranding initiative shall be determined in accordance with the relevant project plan (it being understood that any such rebranding initiative shall not be deemed to have commenced be a material breach. 2.5 The grant of any sub-licence shall be without prejudice to the extent the Licensee engages in customary testing Company’s obligations under this Agreement. Any act or pre-launch activities (not to exceed ninety (90) days) in a test market to determine the viability and/or logistics associated with the full-scale public rollout omission of any such rebranding initiative). 3.2. Nothing in this Agreement shall or is intended to permit the Licensee, the Licensee Group Companies or the Permitted Sub-licensees to use Licensee which, if it were the Licensor’s Trade Marks (i) except as a component of a Composite Trade Xxxx, act or (ii) for any purposes other than those set out in Clause 3.1 without the prior written consent omission of the Licensor, provided however, that subject to Company would be a breach of any of the terms provisions of this Agreement, the Licensee and the Licensee Group Companies shall will be permitted to continue to use: 3.2.1 the Daisy Design by itself on the interior and exterior of the properties owned or leased by the Licensee or any Licensee Group Company; 3.2.2 the Daisy Design by itself as a design element in plastic debit or credit cards issued by the Licensee or any Licensee Group Company; 3.2.3 the Daisy Design by itself as an environmental element in traditional and in-store branches and administrative offices of the Licensee or any Licensee Group Company as a wall super graphic, window vinyl pattern, media xxxx xxxx or podium; 3.2.4 the Daisy Design by itself as a design element in incidental promotional items and employee accessories (e.g., pens, ties, pins, cuff links and golf shirts) that use the Daisy Design produced by the Licensee or any Licensee Group Company for their own use, but solely to the extent and only in the manner used as of 1 June 2014; 3.2.5 the Daisy Design by itself as a design element in printed materials and collateral (e.g. internal Microsoft PowerPoint templates, memorandum templates etc) in existence as of 1 June 2014; 3.2.6 the Daisy Design by itself in online applications used by the Licensee or any Licensee Group Company (including its mobile application having the Daisy Design as the icon, the App Store icon on the iTunes site, the icon for a technology application known as Relay Initiative, which provides for an electronic message deemed to be sent to loan applicants upon submission of a loan application, and all checking and savings pages on xxxxxxxxxxxx.xxx and xxxxxxxxxx.xxx) as of 1 June 2014; and 3.2.7 the Daisy Design and the Licensor’s “RBS” xxxx, each either by itself or together as a combined trade xxxx, as design elements in internal, non-customer facing technology applications, but solely to the extent and only in the manner used on such applications by the Licensee or any Licensee Group Company as of 1 June 2014; provided that the Licensee and any such Licensee Group Company shall cease any and all such uses by 1 October 2017. 3.3. The Licensee and the Licensee Group Companies shall have no right to sub-licence the Licensor’s Trade Marks or the Composite Trade Marks without the prior written consent of the Licensor, which consent shall be given or withheld at the Licensor’s sole and absolute discretion. Notwithstanding the foregoing, the Licensee shall, subject to the terms of this Agreement, have the right to grant sub-licences under the licence granted to the Licensee pursuant to Clause 3.1 to the Permitted Sub-licensees, pursuant to the Permitted Sub-licence Agreement, without the prior written consent of the Licensor. Neither Licensee nor any Permitted Sub-licensee may amend, modify or otherwise change the Permitted Sub-licence Agreement without the prior written consent of the Licensor to the extent such amendment, modification or other change relates to or otherwise affects the Licensor’s Trade Marks or the Composite Trade Marks in any respect. The Licensee shall remain responsible and fully liable at all times to the Licensor for any acts, omissions or default on the part of the Permitted Sub-licensees, and any action, omission or default by any Permitted Sub-licensee that would constitute a breach of this Agreement if it were an action, omission or default by the Licensee, shall constitute a breach of this Agreement by the Licensee. For Company who will be liable to CRT accordingly. 2.6 CRT will provide the avoidance of doubt, no Permitted Sub-licensee shall, at Company with any time, have any greater right to use Long Term Survival Data as and when the Licensor’s Trade Marks than the Licensee, each Permitted Sub-licensee’s right to use the Licensor’s Trade Marks shall be consistent with the terms Charity has completed collection of the Permitted Sub-licence Agreement same. 2.7 The Company may not publish or publicly disclose any Clinical Trial Results in the one (1) year period beginning on the Effective Date without the prior written consent of CRT, which will be given at CRT’s sole discretion. All publications by the Company of the Clinical Trial Results and results of research using the same will be made in accordance with generally accepted academic practice, including in respect of the role played by the Contributors. The foregoing provisions of this Clause 2.7 shall automatically terminate upon and not apply to disclosure of Clinical Trial Results, or any portion thereof, by the Company to the extent required for (a) satisfying mandatory reporting and disclosure obligations under United States and other securities laws. or (b) to existing licensors or sublicensors of any expiration or termination the Company in order to comply with reporting obligations in existence as at the date of this Agreementagreement under the XOMA Licence, provided that in the case of (b) the disclosure shall be limited to only information as may be reasonably required by the XOMA Licence and subject to XOMA being bound by confidentiality obligations that are no less restrictive than those that the Company is bound by under this Agreement in respect of confidential information disclosed to it. 3.4. If: 3.4.1 at any time during 2.8 The Charity shall, within thirty (30) days written request by the Initial TermCompany, return to the Licensee Company or any Licensee Group Company destroy (an “Acquiring Party”by a method specified by the Company) acquires another depository institution, where such acquired institution becomes a Licensee Group Company (the “Acquired Bank”), the licence granted in Clause 3.1 shall extend, and at the discretion Company’s cost and expense any remaining quantities of the Licensee, to such Acquired Bank, however the licence granted in Clause 3.1 shall not extend to any depositary institution acquired after the Initial Term; and 3.4.2 at any time during the Initial Term or the Extended Term, an Acquiring Party acquires one or more bank branches (each an “Acquired Branch”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Branch. 3.5. The Licensee acknowledges and confirms that the Licensor reserves the right to use or licence the Licensor’s Trade Marks Company Materials in the Territory in any manner at the LicensorCharity’s sole discretion; provided that the Licensor shall not sub-licence the Daisy Design in the Territory to any third party in relation to the Services except for (i) transitional purposes in connection with a sale possession or disposition of a business or (ii) the Licensor’s own purposes (including to a vendor providing services to Licensor or any of its affiliates or in connection with any joint venture or other strategic partnership or alliance)control. 3.6. The Licensor may, at the Licensor’s sole and absolute discretion, add to, delete or vary any of the Licensor’s Trade Marks (it being understood that the Licensee and the Licensee Group Companies shall not be required to add, delete or vary any of the Licensor’s Trade Marks from the manner in which the Licensee or the Licensee Group Companies are using any of the Licensor’s Trade Marks as of 1 June 2014 as part of the Composite Trade Marks or as otherwise permitted hereunder). 3.7. The Licensee shall not be in breach of the terms of Clause 3.1 solely by reason of using the Composite Trade Marks (or the Daisy Design by itself to the extent permitted under Clause 3.2) on an Internet website that is accessible from outside the Territory, so long as the website is targeted at persons inside the Territory. 3.8. The parties acknowledge and agree that with respect to any plastic debit or credit card issued by the Licensee or any Licensee Group Company as of 1 October 2015 which uses the Licensor’s “RBS” xxxx as a design element on any such debit or credit card, whether in combination with the Daisy Design and/or the Existing Composite Trade Marks, the Licensee or the Licensee Group Company, as applicable, shall not be required to recall and/or reissue such debit or credit cards immediately after 1 October 2015; provided that (i) to the extent any such debit or credit card needs to be reissued by the Licensee or any Licensee Group Company in the ordinary course after the Commencement Date, whether due to expiration or replacement of such debit or credit card for any reason, any reissue of such debit or credit card shall have all uses of, and references to, the Licensor’s “RBS” xxxx removed and (ii) in any event, any and all of the Licensee’s and the Licensee Group Companies’ plastic debit and credit cards which use the Licensor’s “RBS” xxxx as a design element shall be recalled and reissued by the Licensee and/or the Licensee Group Companies, as applicable, no later than 1 October 2017 so that all uses of, and references to, the Licensor’s “RBS” xxxx are removed and no longer used in connection therewith. For the avoidance of doubt, the Licensee and the Licensee Group Companies shall only be permitted to use the Licensor’s “RBS” xxxx with respect to any plastic debit or credit card, as contemplated in this Clause 3.8, solely to the extent and only in the manner such “RBS” xxxx was used on such debit or credit card as of 1 June 2014. 3.9. For the avoidance of doubt, and notwithstanding anything herein to the contrary, each Licensee Group Company shall be licensed hereunder only for so long as such Licensee Group Company is and remains a wholly-owned Subsidiary of the Licensee.

Grant of Licence. 3.12.1 Subject to Clause 2.5, UCD hereby grants to the Licensee, and the Licensee hereby accepts with effect from the Effective Date: 2.1.1 an exclusive licence to the Patent Rights for the Purpose in the Field in the Territory, subject to Clause 2.5; 2.1.2 a non-exclusive licence to the Know-How for the Purpose in the Field in the Territory; 2.2 During the period of [***] commencing on the Effective Date, subject to the provisions of Clause 2.5, UCD shall not grant a licence to the Know How to any Third Party to develop or commercialise a Product in the Field in the Territory. 2.3 On the expiry of the Term, on a Product by Product and country by country basis, the Licensee may at its option notify UCD that it wishes to elect to negotiate a non-exclusive licence to the Know-How in the Field and in the applicable countries of the Territory and such licence shall be on terms to be negotiated in good faith between the Parties, having regard to the applicable provisions of the Agreement, and subject to the negotiation and conclusion of a separate agreement in writing between the Parties. 2.4 The Licensee may grant sub-licenses of the rights set out at Clause 2.1, provided that: 2.4.1 the Licensee shall provide UCD with a copy of each sub-license within thirty (30) Business Days after its grant; 2.4.2 to the extent applicable the Licensee shall ensure that there are included in the terms of any sub-license the obligations on the sub-licensee which are equivalent to the obligations contained in this Agreement, including in particular (but not limited to) Clause 3.2 (confidentiality of Know-How) and Clause 7; 2.4.3 all sub-licenses shall terminate immediately on the termination of this Agreement for any reason; 2.4.4 the payment terms of any sub-licenses shall be on terms equivalent to those that should be included in a customary arm’s length transaction; 2.4.5 all sub-licenses shall be personal to the sub-licensee and not capable of assignment or sub-sub-licensing without UCD's prior written consent; and 2.4.6 the Licensee shall at all times indemnify UCD and keep UCD indemnified against any and all actions, proceedings, costs, claims, damages, expenses and/or liabilities arising any act or omission of any sub-licensee. 2.5 Notwithstanding (i) the exclusive licence granted by UCD to the Licensee pursuant to Clauses 2.1.1 and (ii) the provisions of Clause 2.2, the Licensee agrees and acknowledges that, subject to the provisions of Clause 3.3, UCD will at all times have an irrevocable, perpetual, royalty-free, worldwide right to use the Licensed IP for the purposes of academic teaching, publication (subject to Clauses 4.3.2 and 7.3, as applicable) and non-commercial research, including the right for UCD to sub-license to research collaborators (whether pursuant to a research grant or otherwise) for non-commercial research, provided that such research collaborators shall be under equivalent obligations of confidentiality as Clause 7. Subject to the terms and conditions provisions of this AgreementClause 4.3, and any other access to (i) the Patent Rights in consideration of the payment by the Licensee of the Licence Fees, the Licensor hereby grants to the Licensee and the Licensee Group Companies, and the Licensee, on behalf of itself and the Licensee Group Companies, hereby accepts from the Licensor, a non-transferable, non-sub-licensable (except as set forth in Clause 3.3) sole licence to use the Licensor’s Trade Marks but only in relation to the Composite Trade Marks (except as set forth in Clause 3.2) in relation to the Services Field in the Territory; provided that (x) except as otherwise set forth in Clause 3.2.7 or Clause 3.8, and notwithstanding any other provision of this Agreement, not later than thirty (30ii) days after the Licensor shall have ceased to hold at least fifty (50) per cent of the Licensee’s outstanding Capital Stock (but in no event earlier than 1 October 2015), this Agreement shall, subject to Clause 11.3, terminate with respect to the Licensee’s and the Licensee Group Companies’ right to use the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks and Know-How in the instances set forth on Schedule 5, and upon such termination, the Licensee shall, and shall ensure that each Licensee Group Company shall, immediately discontinue the use of the acronym “RBS” as part of the Existing Composite Trade Marks and Field in the instances set forth Territory for five (5) years commencing on Schedule 5; (y) except in the limited instances set forth on Schedule 5, the Licensee shall not, and shall ensure that each Licensee Group Company shall not, at any time during its use of the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks, use it in connection with the operation of the Licensee’s retail banking business or the marketing, promotion or sale of retail banking services; and (z) if the Licensee seeks to rebrand any product or Service which, as of the commencement of the relevant rebranding initiative for such product or Service, is branded using the Composite Trade Marks, and such rebranding provides for the cessation of use of the Composite Trade Marks with respect to such product or Service, then this Agreement shall, subject to Clause 11.4, without the need for notice and effective as of the date of completion (but in no event more than sixty (60) days after the commencement) of the relevant rebranding initiative, terminate with respect to the Licensee’s right to use the Composite Trade Marks in relation to such product or Service. The Licensee shall develop a project plan with respect to each rebranding initiative described in sub-clause (z) above and shall provide a copy of such project plan to the Licensor with reasonable notice prior to the commencement of the rebranding initiative. The dates of commencement and completion of such rebranding initiative shall be determined Effective Date in accordance with the relevant project plan (it being understood that any such rebranding initiative shall not be deemed to have commenced to the extent the Licensee engages in customary testing or pre-launch activities (not to exceed ninety (90) days) in a test market to determine the viability and/or logistics associated with the full-scale public rollout of any such rebranding initiative). 3.2. Nothing in this Agreement shall or is intended to permit the Licensee, the Licensee Group Companies or the Permitted Sub-licensees to use the Licensor’s Trade Marks (i) except as a component of a Composite Trade Xxxx, or (ii) for any purposes other than those set out in Clause 3.1 without 2.2 will require the prior written consent of the Licensor, provided however, that subject Licensee which it may withhold at its sole discretion. 2.6 No licence is granted to the terms Licensee other than as expressly stated in this Clause 2. UCD reserves all other rights under the Licensed IP. 2.7 The Licensee and UCD shall execute such licences as may be necessary or appropriate for registration with intellectual property offices, patent offices or other relevant authorities in particular countries or regions of the Territory. In the event of any conflict in meaning between any such licence and the provisions of this Agreement, the Licensee and provisions of this Agreement shall prevail. Prior to the Licensee Group Companies shall be permitted to continue to use: 3.2.1 the Daisy Design by itself on the interior and exterior execution of the properties owned or leased by formal licence(s) (if any) referred to in this Clause 2.7 the Licensee or any Licensee Group Company; 3.2.2 Parties shall so far as possible have the Daisy Design by itself same rights and obligations towards one another as a design element in plastic debit or credit cards issued by the Licensee or any Licensee Group Company; 3.2.3 the Daisy Design by itself as an environmental element in traditional and in-store branches and administrative offices of the Licensee or any Licensee Group Company as a wall super graphicif such licence(s) had been granted. The Parties shall use reasonable endeavours to ensure that, window vinyl pattern, media xxxx xxxx or podium; 3.2.4 the Daisy Design by itself as a design element in incidental promotional items and employee accessories (e.g., pens, ties, pins, cuff links and golf shirts) that use the Daisy Design produced by the Licensee or any Licensee Group Company for their own use, but solely to the extent and only permitted by the relevant authorities, this Agreement shall not form part of any public record. 2.8 The Licensee may enter into one or more sub-contracts for the Products for the Purpose in the manner used as of 1 June 2014; 3.2.5 the Daisy Design by itself as a design element in printed materials and collateral (e.g. internal Microsoft PowerPoint templates, memorandum templates etc) in existence as of 1 June 2014; 3.2.6 the Daisy Design by itself in online applications used by the Licensee or any Licensee Group Company (including its mobile application having the Daisy Design as the icon, the App Store icon on the iTunes site, the icon for a technology application known as Relay Initiative, which provides for an electronic message to be sent to loan applicants upon submission of a loan application, and all checking and savings pages on xxxxxxxxxxxx.xxx and xxxxxxxxxx.xxx) as of 1 June 2014; and 3.2.7 the Daisy Design and the Licensor’s “RBS” xxxx, each either by itself or together as a combined trade xxxx, as design elements in internal, non-customer facing technology applications, but solely to the extent and only Field in the manner used on such applications by the Licensee or Territory, provided that: 2.8.1 any Licensee Group Company as of 1 June 2014; provided that sub-contractor shall first enter into a confidentiality agreement with the Licensee and any such Licensee Group Company shall cease any containing terms similar to, and all such uses by 1 October 2017. 3.3. The Licensee no less onerous than, (and in respect to observing the Licensee Group Companies shall have no right to sub-licence obligations under) the Licensor’s Trade Marks or the Composite Trade Marks without the prior written consent of the Licensor, which consent shall be given or withheld at the Licensor’s sole and absolute discretion. Notwithstanding the foregoing, the Licensee shall, subject to the terms provisions in Clause 7 of this Agreement, have in relation to the right disclosure of Confidential Information to grant the sub-licences under contractor and the licence granted to Licensee shall procure that any subcontractor duly observes and complies with such obligations; 2.8.2 the Licensee procures that the sub-contractor acts in accordance with the obligations on the Licensee pursuant to Clause 3.1 to the Permitted Sub-licensees, pursuant to the Permitted Sub-licence Agreement, without the prior written consent of the Licensor. Neither Licensee nor any Permitted Sub-licensee may amend, modify or otherwise change the Permitted Sub-licence Agreement without the prior written consent of the Licensor to the extent such amendment, modification or other change relates to or otherwise affects the Licensor’s Trade Marks or the Composite Trade Marks in any respect. The Licensee shall remain responsible and fully liable at all times to the Licensor for any acts, omissions or default on the part of the Permitted Sub-licensees, and any action, omission or default by any Permitted Sub-licensee that would constitute a breach of this Agreement if it were an action, omission or default by the Licensee, shall constitute a breach of this Agreement by the Licensee. For the avoidance of doubt, no Permitted Sub-licensee shall, at any time, have any greater right to use the Licensor’s Trade Marks than the Licensee, each Permitted Sub-licensee’s right to use the Licensor’s Trade Marks shall be consistent with the terms of the Permitted Sub-licence Agreement and shall automatically terminate upon and to the extent of any expiration or termination of this Agreement. 3.4. If: 3.4.1 at any time during the Initial Term, 2.8.3 the Licensee or shall be liable for all acts and omissions of any Licensee Group Company (an “Acquiring Party”) acquires another depository institution, where such acquired institution becomes a Licensee Group Company (the “Acquired Bank”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Bank, however the licence granted in Clause 3.1 shall not extend to any depositary institution acquired after the Initial Term; and 3.4.2 at any time during the Initial Term or the Extended Term, an Acquiring Party acquires one or more bank branches (each an “Acquired Branch”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Branch. 3.5. The Licensee acknowledges and confirms that the Licensor reserves the right to use or licence the Licensor’s Trade Marks in the Territory in any manner at the Licensor’s sole discretion; provided that the Licensor shall not sub-licence the Daisy Design in the Territory to any third party in relation to the Services except for (i) transitional purposes in connection with a sale or disposition of a business or (ii) the Licensor’s own purposes (including to a vendor providing services to Licensor or any of its affiliates or in connection with any joint venture or other strategic partnership or alliance)contractor. 3.6. The Licensor may, at the Licensor’s sole and absolute discretion, add to, delete or vary any of the Licensor’s Trade Marks (it being understood that the Licensee and the Licensee Group Companies shall not be required to add, delete or vary any of the Licensor’s Trade Marks from the manner in which the Licensee or the Licensee Group Companies are using any of the Licensor’s Trade Marks as of 1 June 2014 as part of the Composite Trade Marks or as otherwise permitted hereunder). 3.7. The Licensee shall not be in breach of the terms of Clause 3.1 solely by reason of using the Composite Trade Marks (or the Daisy Design by itself to the extent permitted under Clause 3.2) on an Internet website that is accessible from outside the Territory, so long as the website is targeted at persons inside the Territory. 3.8. The parties acknowledge and agree that with respect to any plastic debit or credit card issued by the Licensee or any Licensee Group Company as of 1 October 2015 which uses the Licensor’s “RBS” xxxx as a design element on any such debit or credit card, whether in combination with the Daisy Design and/or the Existing Composite Trade Marks, the Licensee or the Licensee Group Company, as applicable, shall not be required to recall and/or reissue such debit or credit cards immediately after 1 October 2015; provided that (i) to the extent any such debit or credit card needs to be reissued by the Licensee or any Licensee Group Company in the ordinary course after the Commencement Date, whether due to expiration or replacement of such debit or credit card for any reason, any reissue of such debit or credit card shall have all uses of, and references to, the Licensor’s “RBS” xxxx removed and (ii) in any event, any and all of the Licensee’s and the Licensee Group Companies’ plastic debit and credit cards which use the Licensor’s “RBS” xxxx as a design element shall be recalled and reissued by the Licensee and/or the Licensee Group Companies, as applicable, no later than 1 October 2017 so that all uses of, and references to, the Licensor’s “RBS” xxxx are removed and no longer used in connection therewith. For the avoidance of doubt, the Licensee and the Licensee Group Companies shall only be permitted to use the Licensor’s “RBS” xxxx with respect to any plastic debit or credit card, as contemplated in this Clause 3.8, solely to the extent and only in the manner such “RBS” xxxx was used on such debit or credit card as of 1 June 2014. 3.9. For the avoidance of doubt, and notwithstanding anything herein to the contrary, each Licensee Group Company shall be licensed hereunder only for so long as such Licensee Group Company is and remains a wholly-owned Subsidiary of the Licensee.

Grant of Licence. 3.1. Subject to 2.1 CRCT and DUKE hereby grant ONCORMED: 2.1.1 an exclusive, worldwide licence under the terms BRCA2 Patent Applications and conditions of this AgreementBRCA2 Patents to: (i) provide Diagnostic Services; and (ii) make, have made, use, offer for sale, and in consideration of sell Diagnostic Products; 2.1.2 an exclusive, worldwide licence under the payment by the Licensee of the Licence FeesBRCA2 Patent Applications and BRCA2 Patents to make, the Licensor hereby grants to the Licensee and the Licensee Group Companieshave made, use, offer for sale, and the Licensee, on behalf of itself and the Licensee Group Companies, hereby accepts from the Licensor, sell Research Products; 2.1.3 a non-transferableexclusive, worldwide licence under the BRCA2 Patent Applications, BRCA2 Patent and BRCA2 Information to undertake research on the BRCA2 Gene and BRCA2 Protein Product for the purposes of providing a Diagnostic Service or Diagnostic Product and/or Research Product; and 2.1.4 a non-sub-licensable (except as set forth in Clause 3.3) sole exclusive, worldwide licence to use the Licensor’s Trade Marks but only in relation to the Composite Trade Marks (except as set forth in Clause 3.2) in relation to the Services in the Territory; provided that (x) except as otherwise set forth in Clause 3.2.7 or Clause 3.8, and notwithstanding any other provision of this Agreement, not later than thirty (30) days after the Licensor shall have ceased to hold at least fifty (50) per cent of the Licensee’s outstanding Capital Stock (but in no event earlier than 1 October 2015), this Agreement shall, subject to Clause 11.3, terminate with respect to the Licensee’s and the Licensee Group Companies’ right to use the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5, and upon such termination, the Licensee shall, and shall ensure that each Licensee Group Company shall, immediately discontinue the use of the acronym “RBS” as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5; (y) except in the limited instances set forth on Schedule 5, the Licensee shall not, and shall ensure that each Licensee Group Company shall not, at any time during its use of the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks, use it in connection with the operation of the Licensee’s retail banking business or the marketing, promotion or sale of retail banking services; and (z) if the Licensee seeks to rebrand any product or Service which, as of the commencement of the relevant rebranding initiative for such product or Service, is branded using the Composite Trade Marks, and such rebranding provides under BRCA2 Information for the cessation purposes of use of the Composite Trade Marks with respect to such product or Service, then this Agreement shall, subject to Clause 11.4, without the need for notice and effective as of the date of completion (but in no event more than sixty (60) days after the commencement) of the relevant rebranding initiative, terminate with respect to the Licensee’s right to use the Composite Trade Marks in relation to such product or Service. The Licensee shall develop providing a project plan with respect to each rebranding initiative described in sub-clause (z) above and shall provide Diagnostic Service and/or making a copy of such project plan to the Licensor with reasonable notice prior to the commencement of the rebranding initiative. The dates of commencement and completion of such rebranding initiative shall be determined in accordance with the relevant project plan (it being understood that any such rebranding initiative shall not be deemed to have commenced Diagnostic Product and/or making a Research Product to the extent that ONCORMED can demonstrate to CRCT's reasonable satisfaction that the Licensee engages BRCA2 Information in customary testing question is necessary to carry out the service or pre-launch activities (not to exceed ninety (90) days) in a test market to determine make the viability and/or logistics associated with the full-scale public rollout of any such rebranding initiative)product. 3.2. Nothing in this Agreement shall or is intended to permit the Licensee, the Licensee Group Companies or the Permitted Sub-licensees to use the Licensor’s Trade Marks (i) except as a component of a Composite Trade Xxxx, or (ii) for any purposes other than those set out in Clause 3.1 without the prior written consent of the Licensor, provided however, that subject to the terms of this Agreement, the Licensee and the Licensee Group Companies 2.2 ONCORMED shall be permitted to continue to use: 3.2.1 the Daisy Design by itself on the interior and exterior of the properties owned or leased by the Licensee or any Licensee Group Company; 3.2.2 the Daisy Design by itself as a design element in plastic debit or credit cards issued by the Licensee or any Licensee Group Company; 3.2.3 the Daisy Design by itself as an environmental element in traditional and in-store branches and administrative offices of the Licensee or any Licensee Group Company as a wall super graphic, window vinyl pattern, media xxxx xxxx or podium; 3.2.4 the Daisy Design by itself as a design element in incidental promotional items and employee accessories (e.g., pens, ties, pins, cuff links and golf shirts) that use the Daisy Design produced by the Licensee or any Licensee Group Company for their own use, but solely to the extent and only in the manner used as of 1 June 2014; 3.2.5 the Daisy Design by itself as a design element in printed materials and collateral (e.g. internal Microsoft PowerPoint templates, memorandum templates etc) in existence as of 1 June 2014; 3.2.6 the Daisy Design by itself in online applications used by the Licensee or any Licensee Group Company (including its mobile application having the Daisy Design as the icon, the App Store icon on the iTunes site, the icon for a technology application known as Relay Initiative, which provides for an electronic message to be sent to loan applicants upon submission of a loan application, and all checking and savings pages on xxxxxxxxxxxx.xxx and xxxxxxxxxx.xxx) as of 1 June 2014; and 3.2.7 the Daisy Design and the Licensor’s “RBS” xxxx, each either by itself or together as a combined trade xxxx, as design elements in internal, non-customer facing technology applications, but solely to the extent and only in the manner used on such applications by the Licensee or any Licensee Group Company as of 1 June 2014; provided that the Licensee and any such Licensee Group Company shall cease any and all such uses by 1 October 2017. 3.3. The Licensee and the Licensee Group Companies shall have no right to sub-licence the Licensor’s Trade Marks or the Composite Trade Marks without the prior written consent of the Licensor, which consent shall be given or withheld at the Licensor’s sole and absolute discretion. Notwithstanding the foregoing, the Licensee shall, subject to the terms of this Agreement, have the right entitled to grant sub-licences under the licence rights granted to the Licensee it pursuant to Clause 3.1 2.1 to any third party, provided that: 8 2.2.1 ONCORMED has given prior written notice of the Permitted same to CRCT and provided CRCT with a draft of the proposed Sub-licenseesLicence at least fifteen (15) Business Days prior to its execution, pursuant with a copy substantially the same as the version that is to be executed (the Permitted "Execution Copy") and has allowed CRCT at least five (5) Business Days to provide ONCORMED with its comments on the terms set forth in the Execution Copy. ONCORMED shall give due consideration to all comments received from CRCT prior to execution of the Sub-licence AgreementLicence, but ONCORMED shall have absolute discretion as to whether to accept or act on any of CRCT's comments; 2.2.2 in the case of intended Sub-licences where the consideration is to comprise, in part or whole, payments in respect of research and/or development where the same specifically and solely relate to Diagnostic Services or Diagnostic Products, and would constitute an extension of a programme(s) being undertaken by ONCORMED as at the date hereof, such Sub-licences will not be entered into without the prior written consent of the Licensor. Neither Licensee nor any Permitted Sub-licensee may amend, modify or otherwise change the Permitted Sub-licence Agreement without the prior written consent of the Licensor to the extent such amendment, modification or other change relates to or otherwise affects the Licensor’s Trade Marks or the Composite Trade Marks in any respect. The Licensee shall remain responsible and fully liable at all times to the Licensor for any acts, omissions or default on the part of the Permitted Sub-licensees, and any action, omission or default by any Permitted Sub-licensee that would constitute a breach of this Agreement if it were an action, omission or default by the Licensee, shall constitute a breach of this Agreement by the Licensee. For the avoidance of doubt, no Permitted Sub-licensee shall, at any time, have any greater right to use the Licensor’s Trade Marks than the Licensee, each Permitted Sub-licensee’s right to use the Licensor’s Trade Marks shall be consistent with CRCT; 2.2.3 the terms of the Permitted Sub-licence, in ONCORMED's reasonable opinion, reflect the full market value of the rights being sub-licensed, having used all reasonable endeavours to secure this, and that the rate at which royalties are to be paid to ONCORMED by the Sub-licensee is not less than the rate at which royalties are payable by ONCORMED to CRCT under this Agreement; 2.2.4 the Sub-licence contains undertakings by the Sub-licensee to observe and perform provisions substantially similar to those contained in this Agreement and shall automatically terminate upon and with regard to confidentiality, non-assignability, adherence to the extent Code of Practice and termination and an undertaking by the Sub-licensee to make payments to ONCORMED within thirty (30) Business Days of the date when they fall due and, in addition, that the terms of any expiration or such Sub-licence prohibit, in the field of Diagnostic Services, any further sub-licensing; and 2.2.5 the Sub-licence is expressed to terminate automatically on the termination of this AgreementAgreement for any reason. 3.4. If2.3 Subject to the conditions set out in Clause 2.2, ONCORMED shall use its best efforts to grant at least one Sub-licence under the rights granted to it pursuant to Clause 2.1.1 (i). 2.4 ONCORMED shall, at its own expense: 3.4.1 at 2.4.1 provide CRCT with a true copy of any time during the Initial TermSub-licence entered into, the Licensee or any Licensee Group Company within twenty (an “Acquiring Party”20) acquires another depository institution, where such acquired institution becomes a Licensee Group Company (the “Acquired Bank”), the licence granted in Clause 3.1 shall extend, at the discretion Business Days of the Licensee, to such Acquired Bank, however the licence granted in Clause 3.1 shall not extend to any depositary institution acquired after the Initial Termgrant thereof; and 3.4.2 2.4.2 at any time during all times, ensure the Initial Term or the Extended Term, an Acquiring Party acquires one or more bank branches (each an “Acquired Branch”), the licence granted in Clause 3.1 shall extend, at the discretion observance and performance by every Sub-licensee of the Licensee, to such Acquired Branch. 3.5. The Licensee acknowledges and confirms that provisions of the Licensor reserves the right to use or licence the Licensor’s Trade Marks in the Territory in any manner at the Licensor’s sole discretion; provided that the Licensor shall not subSub-licence the Daisy Design in the Territory to and indemnify both CRCT and DUKE against any third party in relation to the Services except for loss, damage, costs, claims or expenses which are awarded against or incurred by either CRCT or DUKE as a result of: (i) transitional purposes in connection with a sale or disposition any breach by any Sub-licensee of a business or any of the provisions of the Sub-licence, or (ii) the Licensor’s own purposes (including to a vendor providing services to Licensor any Diagnostic Product or Diagnostic Service provided by any of its affiliates or in connection with any joint venture or other strategic partnership or alliance)Sub-licensee. 3.6. The Licensor may, at the Licensor’s sole and absolute discretion, add to, delete or vary any of the Licensor’s Trade Marks (it being understood that the Licensee and the Licensee Group Companies shall not be required to add, delete or vary any of the Licensor’s Trade Marks from the manner in which the Licensee or the Licensee Group Companies are using any of the Licensor’s Trade Marks as of 1 June 2014 as part of the Composite Trade Marks or as otherwise permitted hereunder). 3.7. The Licensee shall not be in breach of the terms of Clause 3.1 solely by reason of using the Composite Trade Marks (or the Daisy Design by itself to the extent permitted under Clause 3.2) on an Internet website that is accessible from outside the Territory, so long as the website is targeted at persons inside the Territory. 3.8. The parties acknowledge and agree that with respect to any plastic debit or credit card issued by the Licensee or any Licensee Group Company as of 1 October 2015 which uses the Licensor’s “RBS” xxxx as a design element on any such debit or credit card, whether in combination with the Daisy Design and/or the Existing Composite Trade Marks, the Licensee or the Licensee Group Company, as applicable, shall not be required to recall and/or reissue such debit or credit cards immediately after 1 October 2015; provided that (i) to the extent any such debit or credit card needs to be reissued by the Licensee or any Licensee Group Company in the ordinary course after the Commencement Date, whether due to expiration or replacement of such debit or credit card for any reason, any reissue of such debit or credit card shall have all uses of, and references to, the Licensor’s “RBS” xxxx removed and (ii) in any event, any and all of the Licensee’s and the Licensee Group Companies’ plastic debit and credit cards which use the Licensor’s “RBS” xxxx as a design element shall be recalled and reissued by the Licensee and/or the Licensee Group Companies, as applicable, no later than 1 October 2017 so that all uses of, and references to, the Licensor’s “RBS” xxxx are removed and no longer used in connection therewith. For the avoidance of doubt, the Licensee and the Licensee Group Companies shall only be permitted to use the Licensor’s “RBS” xxxx with respect to any plastic debit or credit card, as contemplated in this Clause 3.8, solely to the extent and only in the manner such “RBS” xxxx was used on such debit or credit card as of 1 June 2014. 3.9. For the avoidance of doubt, and notwithstanding anything herein to the contrary, each Licensee Group Company shall be licensed hereunder only for so long as such Licensee Group Company is and remains a wholly-owned Subsidiary of the Licensee.

Grant of Licence. 3.1. 2.1 Subject to the terms and conditions provisions of this Agreement, Agreement and in consideration the surviving provisions of the payment by the Licensee of the Licence FeesCTOA, the Licensor CRT hereby grants to the Licensee Company: 2.1.1 and 2.1.2 in each case to research, develop, make, have made, import, use and sell Licensed Products in the Field in the Territory and to apply for Regulatory Authorisation for such Licensed Products in any jurisdiction. 2.2 CRT hereby reserves and excepts from the *** under Clause 2.1.1 the worldwide, perpetual and irrevocable right for the Contributors and the Licensee Group Companies, and Charity (including use by scientists funded and/or employed by the Licensee, on behalf Charity) to: 2.2.1 use the Licensed Intellectual Property for the purpose of itself and the Licensee Group Companies, hereby accepts from the Licensor, a non-transferablecommercial scientific research carried out by or for or under their respective direction in accordance with their respective charitable and/or academic status, non-sub-licensable (except as set forth whether alone or in Clause 3.3) sole licence to use the Licensor’s Trade Marks but only collaboration with a third party or third parties and whether sponsored or funded, in whole or in part, by any third party including any commercial entity; and 2.2.2 make publications in relation to the Composite Trade Marks (except as set forth Licensed Intellectual Property and any results of research using the same in Clause 3.2) accordance with generally accepted academic practice. 2.3 The Company shall be entitled to grant sub-licences in relation to respect of the Services in the Territory; provided that (x) except as otherwise set forth in Clause 3.2.7 or Clause 3.8, and notwithstanding any other provision of rights granted under this Agreement, not later provided that:- 2.3.1 any sub-licence granted by the Company shall be expressed to terminate automatically on the termination of this Agreement for any reason; 2.3.2 the Company shall ensure that there are included in the terms of any sub-licence like obligations and undertakings on the part of the Sub-Licensee for the benefit of the Charity as are contained in this Agreement (including Clause 9 (indemnity) and Clause 14 (confidentiality) and, if further tiers of sub-licensing is allowed, this Clause 2.3) and shall further ensure that all Sub-Licensees duly comply with the same; Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 24b-2 of the Exchange Act of 1934, as amended. Confidential Portions are marked: [***]. 2.3.3 no sub-licence shall be granted to a Tobacco Party; 2.3.4 the sub-licence (other than a sublicence with an Affiliate) shall be entered into on an arms-length basis reflecting the market value of the rights granted; and 2.3.5 the Company shall provide CRT with a copy of such sub-licence within thirty (30) days after of entering into it. 2.4 Any breach of Clause 2.3 shall be deemed to be a material breach. 2.5 The grant of any sub-licence shall be without prejudice to the Licensor shall have ceased to hold at least fifty (50) per cent Company’s obligations under this Agreement. Any act or omission of any such Sub-Licensee which, if it were the act or omission of the Licensee’s outstanding Capital Stock (but in no event earlier than 1 October 2015)Company would be a breach of any of the provisions of this Agreement, will be deemed to be a breach of this Agreement shall, subject by the Company who will be liable to Clause 11.3, terminate CRT accordingly. 2.6 CRT will provide the Company with respect any Long Term Survival Data as and when the Charity has completed collection of the same. 2.7 Subject to the Licensee’s restrictions, pre-approvals and limitations as outlined in Section 6.1 and Schedule 7A of the Licensee Group Companies’ CTOA, the Company hereby grants to the Charity a non-exclusive, royalty free licence under the Company Intellectual Property (including the right to use the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5, and upon such termination, the Licensee shall, and shall ensure that each Licensee Group Company shall, immediately discontinue the use of the acronym “RBS” as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5; (yMaterials) except in the limited instances set forth on Schedule 5, the Licensee shall not, and shall ensure that each Licensee Group Company shall not, at any time during its use of the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks, use it in connection with the operation of the Licensee’s retail banking business or the marketing, promotion or sale of retail banking services; and (z) if the Licensee seeks to rebrand any product or Service which, as of the commencement of the relevant rebranding initiative for such product or Service, is branded using the Composite Trade Marks, and such rebranding provides for the cessation of use of Charity and scientists funded by the Composite Trade Marks with respect Charity to such product or Service, then this Agreement shall, subject to Clause 11.4, without the need for notice adapt and effective as of the date of completion (but in no event more than sixty (60) days after the commencement) of the relevant rebranding initiative, terminate with respect to the Licensee’s right to use the Composite Trade Marks in relation to Product Manufacturing Process and make and have made Products and Related Products for non-commercial research purposes, provided that such product or Service. The Licensee shall develop a project plan with respect to each rebranding initiative described in sub-clause (z) above and shall provide a copy of such project plan to the Licensor with reasonable notice prior to the commencement of the rebranding initiative. The dates of commencement and completion of such rebranding initiative shall be determined in accordance with the relevant project plan (it being understood that any such rebranding initiative shall research will not be deemed to have commenced to the extent the Licensee engages in customary testing or pre-launch activities (not to exceed ninety (90) days) in a test market to determine the viability and/or logistics associated with the full-scale public rollout of any such rebranding initiative). 3.2. Nothing in this Agreement shall or is intended to permit the Licensee, the Licensee Group Companies or the Permitted Sub-licensees to use the Licensor’s Trade Marks (i) except as a component of a Composite Trade Xxxx, or (ii) for any purposes other than those set out in Clause 3.1 include clinical research without the prior written consent of the LicensorCompany which shall be in Company’s sole control, provided howeveron a case-by-case basis, that and subject to establishment of a clinical trial agreement providing Company with appropriate safeguards and indemnities for such trial. 2.8 If, within one year of the terms Effective Date of this Agreement, Company wishes to publish or publicly disclose the Licensee and Clinical Trial Results, it will first provide a copy of such intended disclosure to the Licensee Group Companies Charity for its review at least thirty (30) days prior to the intended date of submission for publication or public disclosure. Charity will complete its review of such intended disclosure within thirty (30) days of receipt. If, during its thirty (30) day review period, Charity reasonably determines that information contained within such intended disclosure will materially impact the ability of Charity, CRT, or a Contributor to publish results of, or to protect any Intellectual Property Rights arising from, the Clinical Trial, Company will, at its discretion, either remove such information prior to disclosure or delay disclosure for up to ninety (90) days to allow for protection or publication. If Charity does not respond within thirty (30) days of receipt, it shall be permitted deemed to continue have consented to use: 3.2.1 the Daisy Design by itself on the interior and exterior intended disclosure. The foregoing provisions of the properties owned this Clause 2.8 shall not apply to disclosure of Clinical Trial Results, or leased any portion thereof, by the Licensee or any Licensee Group Company; 3.2.2 the Daisy Design by itself as a design element in plastic debit or credit cards issued by the Licensee or any Licensee Group Company; 3.2.3 the Daisy Design by itself as an environmental element in traditional and in-store branches and administrative offices of the Licensee or any Licensee Group Company as a wall super graphic, window vinyl pattern, media xxxx xxxx or podium; 3.2.4 the Daisy Design by itself as a design element in incidental promotional items and employee accessories (e.g., pens, ties, pins, cuff links and golf shirts) that use the Daisy Design produced by the Licensee or any Licensee Group Company for their own use, but solely to the extent required for (a) satisfying mandatory reporting and only disclosure obligations under United States and other securities laws; or (b) to existing licensors or sublicensors of the Company in the manner used as of 1 June 2014; 3.2.5 the Daisy Design by itself as a design element in printed materials and collateral (e.g. internal Microsoft PowerPoint templates, memorandum templates etc) order to comply with reporting obligations in existence as at the date of 1 June 2014; 3.2.6 this agreement under Third Party Licences, provided that in the Daisy Design by itself in online applications used case of (b) the disclosure shall be limited to only information as may be reasonably required by the Licensee or any Licensee Group Company (including its mobile application having the Daisy Design as the icon, the App Store icon on the iTunes site, the icon for a technology application known as Relay Initiative, which provides for an electronic message to be sent to loan applicants upon submission of a loan application, Third Party Licence and all checking and savings pages on xxxxxxxxxxxx.xxx and xxxxxxxxxx.xxx) as of 1 June 2014; and 3.2.7 the Daisy Design and the Licensor’s “RBS” xxxx, each either by itself or together as a combined trade xxxx, as design elements in internal, non-customer facing technology applications, but solely to the extent and only in the manner used on such applications by the Licensee or any Licensee Group Company as of 1 June 2014; provided that the Licensee and any such Licensee Group Company shall cease any and all such uses by 1 October 2017. 3.3. The Licensee and the Licensee Group Companies shall have no right to sub-licence the Licensor’s Trade Marks or the Composite Trade Marks without the prior written consent of the Licensor, which consent shall be given or withheld at the Licensor’s sole and absolute discretion. Notwithstanding the foregoing, the Licensee shall, subject to the terms third party that is receiving the information being bound by confidentiality obligations that are no less restrictive than those that the Company is bound by under this Agreement in respect of this Agreement, have confidential information disclosed to it by the right Charity . Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to grant sub-licences a Request for Confidential Treatment under the licence granted to the Licensee pursuant to Clause 3.1 to the Permitted Sub-licensees, pursuant to the Permitted Sub-licence Agreement, without the prior written consent Rule 24b-2 of the Licensor. Neither Licensee nor any Permitted Sub-licensee may amend, modify or otherwise change the Permitted Sub-licence Agreement without the prior written consent Exchange Act of the Licensor to the extent such amendment, modification or other change relates to or otherwise affects the Licensor’s Trade Marks or the Composite Trade Marks in any respect. The Licensee shall remain responsible and fully liable at all times to the Licensor for any acts, omissions or default on the part of the Permitted Sub-licensees, and any action, omission or default by any Permitted Sub-licensee that would constitute a breach of this Agreement if it were an action, omission or default by the Licensee, shall constitute a breach of this Agreement by the Licensee. For the avoidance of doubt, no Permitted Sub-licensee shall, at any time, have any greater right to use the Licensor’s Trade Marks than the Licensee, each Permitted Sub-licensee’s right to use the Licensor’s Trade Marks shall be consistent with the terms of the Permitted Sub-licence Agreement and shall automatically terminate upon and to the extent of any expiration or termination of this Agreement. 3.4. If: 3.4.1 at any time during the Initial Term, the Licensee or any Licensee Group Company (an “Acquiring Party”) acquires another depository institution, where such acquired institution becomes a Licensee Group Company (the “Acquired Bank”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Bank, however the licence granted in Clause 3.1 shall not extend to any depositary institution acquired after the Initial Term; and 3.4.2 at any time during the Initial Term or the Extended Term, an Acquiring Party acquires one or more bank branches (each an “Acquired Branch”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Branch. 3.5. The Licensee acknowledges and confirms that the Licensor reserves the right to use or licence the Licensor’s Trade Marks in the Territory in any manner at the Licensor’s sole discretion; provided that the Licensor shall not sub-licence the Daisy Design in the Territory to any third party in relation to the Services except for (i) transitional purposes in connection with a sale or disposition of a business or (ii) the Licensor’s own purposes (including to a vendor providing services to Licensor or any of its affiliates or in connection with any joint venture or other strategic partnership or alliance). 3.6. The Licensor may, at the Licensor’s sole and absolute discretion, add to, delete or vary any of the Licensor’s Trade Marks (it being understood that the Licensee and the Licensee Group Companies shall not be required to add, delete or vary any of the Licensor’s Trade Marks from the manner in which the Licensee or the Licensee Group Companies are using any of the Licensor’s Trade Marks as of 1 June 2014 as part of the Composite Trade Marks or as otherwise permitted hereunder). 3.7. The Licensee shall not be in breach of the terms of Clause 3.1 solely by reason of using the Composite Trade Marks (or the Daisy Design by itself to the extent permitted under Clause 3.2) on an Internet website that is accessible from outside the Territory, so long as the website is targeted at persons inside the Territory. 3.8. The parties acknowledge and agree that with respect to any plastic debit or credit card issued by the Licensee or any Licensee Group Company as of 1 October 2015 which uses the Licensor’s “RBS” xxxx as a design element on any such debit or credit card, whether in combination with the Daisy Design and/or the Existing Composite Trade Marks, the Licensee or the Licensee Group Company1934, as applicable, shall not be required to recall and/or reissue such debit or credit cards immediately after 1 October 2015; provided that (i) to the extent any such debit or credit card needs to be reissued by the Licensee or any Licensee Group Company in the ordinary course after the Commencement Date, whether due to expiration or replacement of such debit or credit card for any reason, any reissue of such debit or credit card shall have all uses of, and references to, the Licensor’s “RBS” xxxx removed and (ii) in any event, any and all of the Licensee’s and the Licensee Group Companies’ plastic debit and credit cards which use the Licensor’s “RBS” xxxx as a design element shall be recalled and reissued by the Licensee and/or the Licensee Group Companies, as applicable, no later than 1 October 2017 so that all uses of, and references to, the Licensor’s “RBS” xxxx amended. Confidential Portions are removed and no longer used in connection therewith. For the avoidance of doubt, the Licensee and the Licensee Group Companies shall only be permitted to use the Licensor’s “RBS” xxxx with respect to any plastic debit or credit card, as contemplated in this Clause 3.8, solely to the extent and only in the manner such “RBS” xxxx was used on such debit or credit card as of 1 June 2014marked: [***]. 3.9. For the avoidance of doubt, and notwithstanding anything herein to the contrary, each Licensee Group Company shall be licensed hereunder only for so long as such Licensee Group Company is and remains a wholly-owned Subsidiary of the Licensee.

Grant of Licence. 3.1. Subject to the terms and conditions of this Agreement, and in consideration of the payment by the Licensee of the Licence Fees, the Licensor 3.1 ARROW hereby grants to the Licensee and the Licensee Group CompaniesTRIANGLE, and TRIANGLE hereby accepts, an exclusive licence, under the LicenseeARROW PATENTS and under ARROW KNOW-HOW, on behalf to make, have made, use, import, offer to sell, sell and have sold PRODUCTS in the TERRITORY during the term of itself and this AGREEMENT. ARROW also grants TRIANGLE the Licensee Group Companiesright to sublicense subject to the SUB-LICENSEE's agreement to be bound by the obligations under this Agreement. 3.2 In the event TRIANGLE's license granted under Section 3.1 is terminated in a given country of the TERRITORY (other than by expiration or by TRIANGLE pursuant to Section 13.1 or 13.2 of this AGREEMENT), TRIANGLE hereby accepts from the Licensor, grants ARROW a non-transferableexclusive right and license to practice the TRIANGLE PATENTS and TRIANGLE KNOW-HOW to make, nonhave made, use, import, offer for sale, sell and have sold PRODUCTS (which contain ARROW-sub-licensable SELECTED COMPOUNDS as their active ingredients), with a right to sublicense in such country from and after the date of termination only to the extent such license has been terminated. The license granted pursuant to this Section 3.2 shall be subject to the payment of royalties and other amounts by ARROW to TRIANGLE. Such royalties and other amounts shall: (except a) be agreed between the parties at the time based on the nature of the claims within the TRIANGLE PATENTS; (b) be paid in the same manner as prescribed in Article 6 hereof; and (c) be subject to the same adjustments, extensions and other conditions prescribed in Articles 6 and 17 of this AGREEMENT, mutatis mutandis. At ARROW's request, TRIANGLE will commence discussions regarding the conversion of this grant of rights to an exclusive license on terms to be agreed. 3.3 With respect to any PRODUCT containing TRIANGLE SELECTED COMPOUNDS as their active ingredients (a "TRIANGLE PRODUCT"), ARROW acknowledges and agrees that its sole rights thereto in respect of TRIANGLE KNOW HOW and TRIANGLE PATENTS relating to a TRIANGLE PRODUCT are set forth in Clause this Section 3.3. In the event that TRIANGLE (a) sole licence has filed an IND for a given TRIANGLE PRODUCT, (b) has determined to use the Licensor’s Trade Marks but only in relation to the Composite Trade Marks (except as set forth in Clause 3.2) in relation to the Services in the Territory; provided that (x) except as otherwise set forth in Clause 3.2.7 or Clause 3.8, and notwithstanding any other provision of this Agreement, not later than thirty (30) days after the Licensor shall have ceased to hold at least fifty (50) per cent of the Licensee’s outstanding Capital Stock (but in no event earlier than 1 October 2015), this Agreement shall, subject to Clause 11.3, terminate with respect to the Licensee’s and the Licensee Group Companies’ right to use the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5, and upon such termination, the Licensee shall, and shall ensure that each Licensee Group Company shall, immediately discontinue the use development of the acronym “RBS” as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5; such TRIANGLE PRODUCT for all indications, (yc) except in the limited instances set forth on Schedule 5, the Licensee shall not, and shall ensure that each Licensee Group Company shall not, at any time during its use of the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks, use it in connection with the operation of the Licensee’s retail banking business or the marketing, promotion or sale of retail banking services; and (z) if the Licensee seeks does not intend to rebrand any product or Service which, as of the commencement of the relevant rebranding initiative for such product or Service, is branded using the Composite Trade Marks, and such rebranding provides for the cessation of use of the Composite Trade Marks seek a licensee with respect to such product or ServiceTRIANGLE PRODUCT within *** after discontinuation of development and (d) is not contractually prohibited from granting a license in respect thereof, then this Agreement shalland only in such event, subject to Clause 11.4TRIANGLE shall notify ARROW and, without the need for notice and effective as of the date of completion (but in no event more than sixty (60) days after the commencement) of the relevant rebranding initiative, terminate with respect to the Licensee’s right to use the Composite Trade Marks in relation to such product or Service. The Licensee shall develop a project plan with respect to each rebranding initiative described in sub-clause (z) above and shall provide a copy of such project plan to the Licensor with reasonable notice prior to the commencement of the rebranding initiative. The dates of commencement and completion of such rebranding initiative shall be determined in accordance with the relevant project plan (it being understood that upon ARROW's request given at any such rebranding initiative shall not be deemed to have commenced to the extent the Licensee engages in customary testing or pre-launch activities (not to exceed time within ninety (90) days) days of such notice, TRIANGLE agrees to commence good faith negotiations with ARROW in a test market an effort to determine the viability and/or logistics associated with the full-scale public rollout of any such rebranding initiative). 3.2. Nothing in this Agreement shall or is intended to permit the Licensee, the Licensee Group Companies or the Permitted Sub-licensees to use the Licensor’s Trade Marks (i) except as a component of a Composite Trade Xxxx, or (ii) for any purposes other than those set out in Clause 3.1 without the prior written consent of the Licensor, provided however, that subject to reach agreement on the terms of an exclusive license under the TRIANGLE KNOW HOW and TRIANGLE PATENTS relating to such TRIANGLE PRODUCT. ARROW agrees that this Agreement, the Licensee is a right of discussion only and the Licensee Group Companies that TRIANGLE shall not be permitted under any liability to continue to use: 3.2.1 the Daisy Design by itself on the interior and exterior of the properties owned or leased by the Licensee or any Licensee Group Company; 3.2.2 the Daisy Design by itself as a design element in plastic debit or credit cards issued by the Licensee or any Licensee Group Company; 3.2.3 the Daisy Design by itself as an environmental element in traditional and in-store branches and administrative offices of the Licensee or any Licensee Group Company as a wall super graphic, window vinyl pattern, media xxxx xxxx or podium; 3.2.4 the Daisy Design by itself as a design element in incidental promotional items and employee accessories (e.g., pens, ties, pins, cuff links and golf shirts) that use the Daisy Design produced by the Licensee or any Licensee Group Company for their own use, but solely to the extent and only ARROW in the manner used as of 1 June 2014; 3.2.5 the Daisy Design by itself as a design element in printed materials and collateral (e.g. internal Microsoft PowerPoint templates, memorandum templates etc) in existence as of 1 June 2014; 3.2.6 the Daisy Design by itself in online applications used by the Licensee or any Licensee Group Company (including its mobile application having the Daisy Design as the icon, the App Store icon on the iTunes site, the icon for a technology application known as Relay Initiative, which provides for an electronic message to be sent to loan applicants upon submission of a loan application, and all checking and savings pages on xxxxxxxxxxxx.xxx and xxxxxxxxxx.xxx) as of 1 June 2014; and 3.2.7 the Daisy Design and the Licensor’s “RBS” xxxx, each either by itself or together as a combined trade xxxx, as design elements in internal, non-customer facing technology applications, but solely to the extent and only in the manner used on such applications by the Licensee or any Licensee Group Company as of 1 June 2014; provided event that the Licensee and any such Licensee Group Company shall cease any and all such uses by 1 October 2017. 3.3. The Licensee and the Licensee Group Companies shall have no right parties fail to sub-licence the Licensor’s Trade Marks or the Composite Trade Marks without the prior written consent of the Licensor, which consent shall be given or withheld at the Licensor’s sole and absolute discretion. Notwithstanding the foregoing, the Licensee shall, subject to reach agreement regarding the terms of this Agreement, have the right to grant sub-licences under the licence granted to the Licensee pursuant to Clause 3.1 to the Permitted Sub-licensees, pursuant to the Permitted Sub-licence Agreement, without the prior written consent of the Licensor. Neither Licensee nor any Permitted Sub-licensee may amend, modify or otherwise change the Permitted Sub-licence Agreement without the prior written consent of the Licensor to the extent such amendment, modification or other change relates to or otherwise affects the Licensor’s Trade Marks or the Composite Trade Marks in any respect. The Licensee shall remain responsible and fully liable at all times to the Licensor for any acts, omissions or default on the part of the Permitted Sub-licensees, and any action, omission or default by any Permitted Sub-licensee that would constitute a breach of this Agreement if it were an action, omission or default by the Licensee, shall constitute a breach of this Agreement by the Licensee. For the avoidance of doubt, no Permitted Sub-licensee shall, at any time, have any greater right to use the Licensor’s Trade Marks than the Licensee, each Permitted Sub-licensee’s right to use the Licensor’s Trade Marks shall be consistent with the terms of the Permitted Sub-licence Agreement and shall automatically terminate upon and to the extent of any expiration or termination of this Agreementexclusive license. 3.4. If: 3.4.1 at any time during the Initial Term, the Licensee or any Licensee Group Company (an “Acquiring Party”) acquires another depository institution, where such acquired institution becomes a Licensee Group Company (the “Acquired Bank”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Bank, however the licence granted in Clause 3.1 shall not extend to any depositary institution acquired after the Initial Term; and 3.4.2 at any time during the Initial Term or the Extended Term, an Acquiring Party acquires one or more bank branches (each an “Acquired Branch”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Branch. 3.5. The Licensee acknowledges and confirms that the Licensor reserves the right to use or licence the Licensor’s Trade Marks in the Territory in any manner at the Licensor’s sole discretion; provided that the Licensor shall not sub-licence the Daisy Design in the Territory to any third party in relation to the Services except for (i) transitional purposes in connection with a sale or disposition of a business or (ii) the Licensor’s own purposes (including to a vendor providing services to Licensor or any of its affiliates or in connection with any joint venture or other strategic partnership or alliance). 3.6. The Licensor may, at the Licensor’s sole and absolute discretion, add to, delete or vary any of the Licensor’s Trade Marks (it being understood that the Licensee and the Licensee Group Companies shall not be required to add, delete or vary any of the Licensor’s Trade Marks from the manner in which the Licensee or the Licensee Group Companies are using any of the Licensor’s Trade Marks as of 1 June 2014 as part of the Composite Trade Marks or as otherwise permitted hereunder). 3.7. The Licensee shall not be in breach of the terms of Clause 3.1 solely by reason of using the Composite Trade Marks (or the Daisy Design by itself to the extent permitted under Clause 3.2) on an Internet website that is accessible from outside the Territory, so long as the website is targeted at persons inside the Territory. 3.8. The parties acknowledge and agree that with respect to any plastic debit or credit card issued by the Licensee or any Licensee Group Company as of 1 October 2015 which uses the Licensor’s “RBS” xxxx as a design element on any such debit or credit card, whether in combination with the Daisy Design and/or the Existing Composite Trade Marks, the Licensee or the Licensee Group Company, as applicable, shall not be required to recall and/or reissue such debit or credit cards immediately after 1 October 2015; provided that (i) to the extent any such debit or credit card needs to be reissued by the Licensee or any Licensee Group Company in the ordinary course after the Commencement Date, whether due to expiration or replacement of such debit or credit card for any reason, any reissue of such debit or credit card shall have all uses of, and references to, the Licensor’s “RBS” xxxx removed and (ii) in any event, any and all of the Licensee’s and the Licensee Group Companies’ plastic debit and credit cards which use the Licensor’s “RBS” xxxx as a design element shall be recalled and reissued by the Licensee and/or the Licensee Group Companies, as applicable, no later than 1 October 2017 so that all uses of, and references to, the Licensor’s “RBS” xxxx are removed and no longer used in connection therewith. For the avoidance of doubt, the Licensee and the Licensee Group Companies shall only be permitted to use the Licensor’s “RBS” xxxx with respect to any plastic debit or credit card, as contemplated in this Clause 3.8, solely to the extent and only in the manner such “RBS” xxxx was used on such debit or credit card as of 1 June 2014. 3.9. For the avoidance of doubt, and notwithstanding anything herein to the contrary, each Licensee Group Company shall be licensed hereunder only for so long as such Licensee Group Company is and remains a wholly-owned Subsidiary of the Licensee.

Grant of Licence. 3.12.1. Subject to the terms and conditions of this Trial Agreement, and in consideration of the payment by the Licensee of the Licence Fees, the Licensor Trayport hereby grants to the Licensee and the Licensee Group CompaniesYou a non-exclusive, and the Licensee, on behalf of itself and the Licensee Group Companies, hereby accepts from the Licensor, a non-transferable, nontime-sublimited licence for You and Authorised Users to Use the Trial Products on a limited and de-licensable (minimis basis for the Client’s internal business purposes only. 2.2. The Trial License granted under this Trial Agreement enters into effect on the Commencement Date and automatically terminates uponexpiryof the Trial Period. 2.3. You shall not Use the Trial Products or permit the Authorised Users to Use of the Trial Products except as set forth expressly permitted by this Clause 2 and in Clause 3.3) sole licence to use accordance with all the Licensor’s Trade Marks but only in relation to the Composite Trade Marks (provisions of this Trial Agreement. 2.4. You and Authorised Users may not: 2.4.1. except as set forth in Clause 3.2may be allowed by Applicable Law which is incapable of exclusion under this Trial Agreement: 2.4.1.1. copy, modify, duplicate, create derivative works from, frame, mirror, reverse engineer, republish, download, display, transmit, or distribute the Trial Products, or Documentation (as applicable) in relation inany form or media or by any means or attempt to do any ofthe foregoing; or 2.4.1.2. decompile, disassemble, reverse engineer, decrypt, or otherwise discover the Services in source code or algorithms for the Territory; provided that (x) except as otherwise set forth in Clause 3.2.7 Trial Product or Clause 3.8, and notwithstanding any other provision of this Agreement, not later than thirty (30) days after the Licensor shall have ceased part or features thereof or attempt to hold at least fifty (50) per cent do any of the Licensee’s outstanding Capital Stock (but in no event earlier than 1 October 2015), this Agreement shall, subject to Clause 11.3, terminate with respect to foregoing. 2.4.2. Use the Licensee’s and Trial Products or the Licensee Group Companies’ right to use the Licensor’s “RBS” xxxx Documentation or Market Data as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5an outsourcing service, and upon such terminationcomputer bureau, the Licensee shallfacilities management business, and shall ensure that each Licensee Group Company shall, immediately discontinue the use of the acronym “RBS” as part of a distributed ledger or otherwise for the Existing Composite Trade Marks provisions of a service to third parties; or 2.4.3. attempt to obtain, or assist third parties in obtaining, access to the Trial Products or Market Data from the Trial Products; or 2.4.4. allow access to the Trial Products or Use of the Trial Product by a person who is not an Authorised User of the Client and only where such Authorised User has agreed to be bound by the terms and conditions of this Trial Agreement; 2.4.5. sub-licence, sell, assign, reframe, rent, lease, export, import, distribute or transfer or otherwise grant rights to anythird party in the instances set forth on Schedule 5Trial Products or purport to do anyof the foregoing; (y) except and 2.4.6. remove, obscure or alter any copyright notices or other proprietary notices included in the limited instances set forth on Schedule 5Trial Product or which appear when the Trial Product is being used; 2.5. The Use of Application Program Interface’s may be permitted in conjunction with the Trial Products providedby Trayport to You under this Trial Agreement provided You have received prior written approval from Trayport. 2.6. Any Use of any functionality and/or access mechanism provided under this Trial Agreement may, the Licensee shall notin Trayport’s sole discretion, and shall ensure that each Licensee Group Company shall notbe suspended, amended, throttled, restricted as to functionality, access or discontinued at any time. 2.7. Trayport at any time during its use in the future may require conformance tests from You for Your Use of the LicensorTrial Products in a test UAT or production capacity depending on Your use case for Trial Products. Should You not perform such Conformance Tests successfully, in Trayport’s “RBS” xxxx as sole determination, then Trayport may suspendor terminate all or any part of the Existing Composite Trade Marks, use it in connection with access providedto the operation of the Licensee’s retail banking business or the marketing, promotion or sale of retail banking services; and (z) if the Licensee seeks to rebrand any product or Service which, as of the commencement of the relevant rebranding initiative for such product or Service, is branded using the Composite Trade Marks, and such rebranding provides for the cessation of use of the Composite Trade Marks with respect to such product or Service, then Trial Products under this Agreement shall, subject to Clause 11.4, without the need for notice and effective as of the date of completion (but in no event more than sixty (60) days after the commencement) of the relevant rebranding initiative, terminate with respect to the Licensee’s right to use the Composite Trade Marks in relation to such product or Service. The Licensee shall develop a project plan with respect to each rebranding initiative described in sub-clause (z) above and shall provide a copy of such project plan to the Licensor with reasonable notice prior to the commencement of the rebranding initiative. The dates of commencement and completion of such rebranding initiative shall be determined in accordance with the relevant project plan (it being understood that any such rebranding initiative shall not be deemed to have commenced to the extent the Licensee engages in customary testing or pre-launch activities (not to exceed ninety (90) days) in a test market to determine the viability and/or logistics associated with the full-scale public rollout of any such rebranding initiative). 3.2. Nothing in this Agreement shall or is intended to permit the Licensee, the Licensee Group Companies or the Permitted Sub-licensees to use the Licensor’s Trade Marks (i) except as a component of a Composite Trade Xxxx, or (ii) for any purposes other than those set out in Clause 3.1 without the prior written consent of the Licensor, provided however, that subject to the terms of this Agreement, the Licensee and the Licensee Group Companies shall be permitted to continue to use: 3.2.1 the Daisy Design by itself on the interior and exterior of the properties owned or leased by the Licensee or any Licensee Group Company; 3.2.2 the Daisy Design by itself as a design element in plastic debit or credit cards issued by the Licensee or any Licensee Group Company; 3.2.3 the Daisy Design by itself as an environmental element in traditional and in-store branches and administrative offices of the Licensee or any Licensee Group Company as a wall super graphic, window vinyl pattern, media xxxx xxxx or podium; 3.2.4 the Daisy Design by itself as a design element in incidental promotional items and employee accessories (e.g., pens, ties, pins, cuff links and golf shirts) that use the Daisy Design produced by the Licensee or any Licensee Group Company for their own use, but solely to the extent and only in the manner used as of 1 June 2014; 3.2.5 the Daisy Design by itself as a design element in printed materials and collateral (e.g. internal Microsoft PowerPoint templates, memorandum templates etc) in existence as of 1 June 2014; 3.2.6 the Daisy Design by itself in online applications used by the Licensee or any Licensee Group Company (including its mobile application having the Daisy Design as the icon, the App Store icon on the iTunes site, the icon for a technology application known as Relay Initiative, which provides for an electronic message to be sent to loan applicants upon submission of a loan application, and all checking and savings pages on xxxxxxxxxxxx.xxx and xxxxxxxxxx.xxx) as of 1 June 2014; and 3.2.7 the Daisy Design and the Licensor’s “RBS” xxxx, each either by itself or together as a combined trade xxxx, as design elements in internal, non-customer facing technology applications, but solely to the extent and only in the manner used on such applications by the Licensee or any Licensee Group Company as of 1 June 2014; provided that the Licensee and any such Licensee Group Company shall cease any and all such uses by 1 October 2017. 3.3. The Licensee and the Licensee Group Companies shall have no right to sub-licence the Licensor’s Trade Marks or the Composite Trade Marks without the prior written consent of the Licensor, which consent shall be given or withheld at the Licensor’s sole and absolute discretion. Notwithstanding the foregoing, the Licensee shall, subject to the terms of this Agreement, have the right to grant sub-licences under the licence granted to the Licensee pursuant to Clause 3.1 to the Permitted Sub-licensees, pursuant to the Permitted Sub-licence Agreement, without the prior written consent of the Licensor. Neither Licensee nor any Permitted Sub-licensee may amend, modify or otherwise change the Permitted Sub-licence Agreement without the prior written consent of the Licensor to the extent such amendment, modification or other change relates to or otherwise affects the Licensor’s Trade Marks or the Composite Trade Marks in any respect. The Licensee shall remain responsible and fully liable at all times to the Licensor for any acts, omissions or default on the part of the Permitted Sub-licensees, and any action, omission or default by any Permitted Sub-licensee that would constitute a breach of this Agreement if it were an action, omission or default by the Licensee, shall constitute a breach of this Agreement by the Licensee. For the avoidance of doubt, no Permitted Sub-licensee shall, at any time, have any greater right to use the Licensor’s Trade Marks than the Licensee, each Permitted Sub-licensee’s right to use the Licensor’s Trade Marks shall be consistent with the terms of the Permitted Sub-licence Agreement and shall automatically terminate upon and to the extent of any expiration or termination of this Trial Agreement. 3.4. If: 3.4.1 at any time during the Initial Term, the Licensee or any Licensee Group Company (an “Acquiring Party”) acquires another depository institution, where such acquired institution becomes a Licensee Group Company (the “Acquired Bank”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Bank, however the licence granted in Clause 3.1 shall not extend to any depositary institution acquired after the Initial Term; and 3.4.2 at any time during the Initial Term or the Extended Term, an Acquiring Party acquires one or more bank branches (each an “Acquired Branch”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Branch. 3.5. The Licensee acknowledges and confirms that the Licensor reserves the right to use or licence the Licensor’s Trade Marks in the Territory in any manner at the Licensor’s sole discretion; provided that the Licensor shall not sub-licence the Daisy Design in the Territory to any third party in relation to the Services except for (i) transitional purposes in connection with a sale or disposition of a business or (ii) the Licensor’s own purposes (including to a vendor providing services to Licensor or any of its affiliates or in connection with any joint venture or other strategic partnership or alliance). 3.6. The Licensor may, at the Licensor’s sole and absolute discretion, add to, delete or vary any of the Licensor’s Trade Marks (it being understood that the Licensee and the Licensee Group Companies shall not be required to add, delete or vary any of the Licensor’s Trade Marks from the manner in which the Licensee or the Licensee Group Companies are using any of the Licensor’s Trade Marks as of 1 June 2014 as part of the Composite Trade Marks or as otherwise permitted hereunder). 3.7. The Licensee shall not be in breach of the terms of Clause 3.1 solely by reason of using the Composite Trade Marks (or the Daisy Design by itself to the extent permitted under Clause 3.2) on an Internet website that is accessible from outside the Territory, so long as the website is targeted at persons inside the Territory. 3.8. The parties acknowledge and agree that with respect to any plastic debit or credit card issued by the Licensee or any Licensee Group Company as of 1 October 2015 which uses the Licensor’s “RBS” xxxx as a design element on any such debit or credit card, whether in combination with the Daisy Design and/or the Existing Composite Trade Marks, the Licensee or the Licensee Group Company, as applicable, shall not be required to recall and/or reissue such debit or credit cards immediately after 1 October 2015; provided that (i) to the extent any such debit or credit card needs to be reissued by the Licensee or any Licensee Group Company in the ordinary course after the Commencement Date, whether due to expiration or replacement of such debit or credit card for any reason, any reissue of such debit or credit card shall have all uses of, and references to, the Licensor’s “RBS” xxxx removed and (ii) in any event, any and all of the Licensee’s and the Licensee Group Companies’ plastic debit and credit cards which use the Licensor’s “RBS” xxxx as a design element shall be recalled and reissued by the Licensee and/or the Licensee Group Companies, as applicable, no later than 1 October 2017 so that all uses of, and references to, the Licensor’s “RBS” xxxx are removed and no longer used in connection therewith. For the avoidance of doubt, the Licensee and the Licensee Group Companies shall only be permitted to use the Licensor’s “RBS” xxxx with respect to any plastic debit or credit card, as contemplated in this Clause 3.8, solely to the extent and only in the manner such “RBS” xxxx was used on such debit or credit card as of 1 June 2014. 3.9. For the avoidance of doubt, and notwithstanding anything herein to the contrary, each Licensee Group Company shall be licensed hereunder only for so long as such Licensee Group Company is and remains a wholly-owned Subsidiary of the Licensee.

Grant of Licence. 3.1. 4.1 Subject to the terms and conditions of this Agreement, and in consideration of the payment by the Licensee of the Licence Fees, the Licensor hereby grants to the Licensee and the Licensee Group CompaniesLicensee: 4.1.1 a limited, and the Licensee, on behalf of itself and the Licensee Group Companies, hereby accepts from the Licensor, a non-transferableexclusive, non-subassignable and revocable licence for the use of the Trade Xxxx in association with the Services provided under the Permitted Purpose in the Territory only, and in such manner or form as authorized, approved and/or amended by the Licensor in its sole and absolute discretion in writing from time to time; and 4.1.2 a limited, non-licensable (except as set forth in Clause 3.3) sole licence to use assignable and revocable right for the Licensor’s Trade Marks but only Use of Permitted Names in relation to its Services for the Composite Permitted Purposes in the Territory only, and in such manner or form as authorized, approved and/or amended by the Licensor in its sole and absolute discretion in writing from time to time, collectively, the “Licensed Rights”. 4.2 For avoidance of doubt, the aforesaid grant of the Licensed Right in the Territory shall cover the Licensee’s (and its Sub-licensees’) use of the Permitted Names and/or Trade Marks (except as set forth in Clause 3.2) Xxxx in relation to its transportation and delivery of goods and parcels from the Services Territory up to the first port of arrival (but not inland or on land) in the Territory; provided that relevant destination countries or territories concerned. Save as aforesaid, the Licensee (xand its Sub-licensees) except as otherwise set forth in Clause 3.2.7 or Clause 3.8, and notwithstanding any other provision of this Agreement, not later than thirty (30) days after the Licensor shall have ceased to hold at least fifty (50) per cent of the Licensee’s outstanding Capital Stock (but in no event earlier than 1 October 2015), this Agreement shall, subject to Clause 11.3, terminate with respect to the Licensee’s and the Licensee Group Companies’ further right to use the Licensor’s “RBS” xxxx Permitted Names and/or the Trade Xxxx in any or all of those destinations or other countries or territories outside the Territory. 4.3 The rights granted under Clause 4.1 shall not preclude the Licensor and/or any third parties from using the Permitted Name and/or the Trade Xxxx for Online Services (as part further defined in Clause 6.3 below) in (and/or outbound from) any countries or territories other than the Territory. Use of the Existing Composite Permitted Names and the Trade Marks and in Xxxx by the instances set forth on Schedule 5, and upon such termination, the Licensee shall, and shall ensure that each Licensee Group Company shall, immediately discontinue the use of the acronym “RBS” as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5; Licensor and/or any third parties (y) except in the including but not limited instances set forth on Schedule 5, the Licensee shall not, and shall ensure that each Licensee Group Company shall not, at to any time during its use of the Licensor’s “RBS” xxxx as part other licensees in other jurisdictions) for international goods delivery, logistics, courier, freight forwarding, shipment or any other related services up to the first port of arrival in the Territory shall not be a breach or deemed a breach by the Licensor (and/or the relevant third parties concerned) of the Existing Composite Trade Marks, use it in connection with the operation of the Licensee’s retail banking business or the marketing, promotion or sale of retail banking services; and (z) if the Licensee seeks to rebrand any product or Service which, as of the commencement of the relevant rebranding initiative for such product or Service, is branded using the Composite Trade Marks, and such rebranding provides for the cessation of use of the Composite Trade Marks with respect to such product or Service, then this Agreement shall, subject to exclusive right granted under Clause 11.4, without the need for notice and effective as 4.1. 4.4 As of the date of completion (but this Agreement and in no event more than sixty (60) days after any case subject to Clause 3.2, the commencement) Licensor approves and agrees that the Licensee shall grant sub-licences to such Existing Sub-licensee for use of the relevant rebranding initiative, terminate with respect Permitted Names and/or Trade Xxxx in the relevant Territory as specified in the Fourth Schedule (the “Approved Entities”) on terms and conditions as stipulated in Clause 5. The granting of Sub-licences to the Approved Entities shall be completed within two (2) months from the Commencement Date, provided however that the Licensee shall not grant any Sub- licence to any Approved Entity which, by the later of the Commencement Date and the date of the proposed grant of the relevant Sub-licence, has ceased to be a Subsidiary of the Licensee’s right to use the Composite Trade Marks in relation to such product or Service. The Licensee shall develop a project plan with respect to each rebranding initiative described in sub-clause (z) above and shall provide a copy of such project plan to the Licensor with reasonable notice prior to the commencement copy of the rebranding initiative. The dates of commencement each and completion of every such rebranding initiative shall be determined in accordance with the relevant project plan (it being understood that any such rebranding initiative shall not be deemed to have commenced to the extent the Licensee engages in customary testing or pre-launch activities (not to exceed ninety (90) days) in a test market to determine the viability and/or logistics associated with the full-scale public rollout of any such rebranding initiative). 3.2. Nothing in this Agreement shall or is intended to permit the Licensee, the Licensee Group Companies or the Permitted Sub-licensees to use the Licensor’s Trade Marks (i) except as a component of a Composite Trade Xxxx, or (ii) for any purposes other than those set out in Clause 3.1 without the prior written consent of the Licensor, provided however, that subject to the terms of this Agreement, the Licensee and the Licensee Group Companies shall be permitted to continue to use: 3.2.1 the Daisy Design by itself on the interior and exterior of the properties owned or leased by the Licensee or any Licensee Group Company; 3.2.2 the Daisy Design by itself as a design element in plastic debit or credit cards issued by the Licensee or any Licensee Group Company; 3.2.3 the Daisy Design by itself as an environmental element in traditional and in-store branches and administrative offices of the Licensee or any Licensee Group Company as a wall super graphic, window vinyl pattern, media xxxx xxxx or podium; 3.2.4 the Daisy Design by itself as a design element in incidental promotional items and employee accessories (e.g., pens, ties, pins, cuff links and golf shirts) that use the Daisy Design produced by the Licensee or any Licensee Group Company for their own use, but solely to the extent and only in the manner used as of 1 June 2014; 3.2.5 the Daisy Design by itself as a design element in printed materials and collateral (e.g. internal Microsoft PowerPoint templates, memorandum templates etc) in existence as of 1 June 2014; 3.2.6 the Daisy Design by itself in online applications used by the Licensee or any Licensee Group Company (including its mobile application having the Daisy Design as the icon, the App Store icon on the iTunes site, the icon for a technology application known as Relay Initiative, which provides for an electronic message to be sent to loan applicants upon submission of a loan application, and all checking and savings pages on xxxxxxxxxxxx.xxx and xxxxxxxxxx.xxx) as of 1 June 2014; and 3.2.7 the Daisy Design and the Licensor’s “RBS” xxxx, each either by itself or together as a combined trade xxxx, as design elements in internal, non-customer facing technology applications, but solely to the extent and only in the manner used on such applications by the Licensee or any Licensee Group Company as of 1 June 2014; provided that the Licensee and any such Licensee Group Company shall cease any and all such uses by 1 October 2017. 3.3. The Licensee and the Licensee Group Companies shall have no right to sub-licence the Licensor’s Trade Marks or the Composite Trade Marks without the prior written consent of the Licensor, which consent shall be given or withheld at the Licensor’s sole and absolute discretion. Notwithstanding the foregoing, the Licensee shall, subject to the terms of this Agreement, have the right to grant sub-licences under the licence granted to the Licensee pursuant to Clause 3.1 to the Permitted Sub-licensees, pursuant to the Permitted Sub-licence Agreement, without the prior written consent of the Licensor. Neither Licensee nor any Permitted Sub-licensee may amend, modify or otherwise change the Permitted Sub-licence Agreement without the promptly upon grant. 4.5 Subject to prior written consent of the Licensor (such consent not to be unreasonably withheld or delayed), the extent Licensee may grant additional Sub-licences to its Subsidiaries for such amendmentUse of Permitted Names and/or use of the relevant Trade Xxxx, modification or other change relates to or otherwise affects as may be approved by the Licensor’s Trade Marks , on such terms and conditions as stipulated in Clause 5. 4.6 The Licensor and the Licensee agree to promptly update the Fourth Schedule when and if any Sub-licence is revoked or the Composite Trade Marks in terminated, or if there are any respect. The Licensee shall remain responsible and fully liable at all times to the Licensor for any acts, omissions or default on the part of the Permitted new Sub-licensees, and any action, omission or default by any Permitted Sub-licensee that would constitute a breach of this Agreement if it were an action, omission or default by the Licensee, shall constitute a breach of this Agreement by the Licensee. For the avoidance of doubt, no Permitted Sub-licensee shall, at any time, have any greater right to use the Licensor’s Trade Marks than the Licensee, each Permitted Sub-licensee’s right to use the Licensor’s Trade Marks shall be consistent with the terms of the Permitted Sub-licence Agreement and shall automatically terminate upon and to the extent of any expiration or termination of this Agreement. 3.4. If: 3.4.1 at any time during the Initial Term, the Licensee or any Licensee Group Company (an “Acquiring Party”) acquires another depository institution, where such acquired institution becomes a Licensee Group Company (the “Acquired Bank”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Bank, however the licence granted in Clause 3.1 shall not extend to any depositary institution acquired after the Initial Term; and 3.4.2 at any time during the Initial Term or the Extended Term, an Acquiring Party acquires one or more bank branches (each an “Acquired Branch”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Branch. 3.5. The Licensee acknowledges and confirms that the Licensor reserves the right to use or licence the Licensor’s Trade Marks in the Territory in any manner at the Licensor’s sole discretion; provided that the Licensor shall not sub-licence the Daisy Design in the Territory to any third party in relation to the Services except for (i) transitional purposes in connection with a sale or disposition of a business or (ii) the Licensor’s own purposes (including to a vendor providing services to Licensor or any of its affiliates or in connection with any joint venture or other strategic partnership or alliance). 3.6. The Licensor may, at the Licensor’s sole and absolute discretion, add to, delete or vary any of the Licensor’s Trade Marks (it being understood that the Licensee and the Licensee Group Companies shall not be required to add, delete or vary any of the Licensor’s Trade Marks from the manner in which the Licensee or the Licensee Group Companies are using any of the Licensor’s Trade Marks as of 1 June 2014 as part of the Composite Trade Marks or as otherwise permitted hereunder). 3.7. The Licensee shall not be in breach of the terms of Clause 3.1 solely by reason of using the Composite Trade Marks (or the Daisy Design by itself to the extent permitted under Clause 3.2) on an Internet website that is accessible from outside the Territory, so long as the website is targeted at persons inside the Territory. 3.8. The parties acknowledge and agree that with respect to any plastic debit or credit card issued by the Licensee or any Licensee Group Company as of 1 October 2015 which uses the Licensor’s “RBS” xxxx as a design element on any such debit or credit card, whether in combination with the Daisy Design and/or the Existing Composite Trade Marks, the Licensee or the Licensee Group Company, as applicable, shall not be required to recall and/or reissue such debit or credit cards immediately after 1 October 2015; provided that (i) to the extent any such debit or credit card needs to be reissued by the Licensee or any Licensee Group Company in the ordinary course after the Commencement Date, whether due to expiration or replacement of such debit or credit card for any reason, any reissue of such debit or credit card shall have all uses of, and references to, the Licensor’s “RBS” xxxx removed and (ii) in any event, any and all of the Licensee’s and the Licensee Group Companies’ plastic debit and credit cards which use the Licensor’s “RBS” xxxx as a design element shall be recalled and reissued by the Licensee and/or the Licensee Group Companies, as applicable, no later than 1 October 2017 so that all uses of, and references to, the Licensor’s “RBS” xxxx are removed and no longer used in connection therewith. For the avoidance of doubt, the Licensee and the Licensee Group Companies shall only be permitted to use the Licensor’s “RBS” xxxx with respect to any plastic debit or credit card, as contemplated in this Clause 3.8, solely to the extent and only in the manner such “RBS” xxxx was used on such debit or credit card as of 1 June 2014. 3.9. For the avoidance of doubt, and notwithstanding anything herein to the contrary, each Licensee Group Company shall be licensed hereunder only for so long as such Licensee Group Company is and remains a wholly-owned Subsidiary of the Licensee.

Grant of Licence. 3.1. Subject 2.1 The Patent Owners hereby grant to the terms and conditions of this Agreement, and in consideration of the payment by the Licensee of the Licence Fees, the Licensor hereby grants to the Licensee and the Licensee Group Companies, and the Licensee, on behalf of itself and the Licensee Group Companies, hereby accepts from the Licensor, CV a nonworld-transferablewide, non-sub-licensable (except as set forth in Clause 3.3) sole licence exclusive licence, to use the Licensor’s Trade Marks but only in relation to the Composite Trade Marks (except as set forth in Clause 3.2) in relation to the Services in the Territory; provided that (x) except as otherwise set forth in Clause 3.2.7 or Clause 3.8make, and notwithstanding any other provision of this Agreement, not later than thirty (30) days after the Licensor shall have ceased to hold at least fifty (50) per cent of the Licensee’s outstanding Capital Stock (but in no event earlier than 1 October 2015), this Agreement shall, subject to Clause 11.3, terminate with respect to the Licensee’s and the Licensee Group Companies’ right to use the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5, and upon such termination, the Licensee shall, and shall ensure that each Licensee Group Company shall, immediately discontinue the use of the acronym “RBS” as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5; (y) except in the limited instances set forth on Schedule 5, the Licensee shall not, and shall ensure that each Licensee Group Company shall not, at any time during its use of the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marksmade, use it in connection with and sell Lenses under the operation of the Licensee’s retail banking business or the marketing, promotion or sale of retail banking services; and (z) if the Licensee seeks to rebrand any product or Service which, as of the commencement of the relevant rebranding initiative for such product or Service, is branded using the Composite Trade Marks, and such rebranding provides for the cessation of use of the Composite Trade Marks with respect to such product or Service, then this Agreement shall, subject to Clause 11.4, without the need for notice and effective as of the date of completion (but in no event more than sixty (60) days after the commencement) of the relevant rebranding initiative, terminate with respect to the Licensee’s right to use the Composite Trade Marks in relation to such product or Service. The Licensee shall develop a project plan with respect to each rebranding initiative described in sub-clause (z) above and shall provide a copy of such project plan to the Licensor with reasonable notice prior to the commencement of the rebranding initiative. The dates of commencement and completion of such rebranding initiative shall be determined in accordance with the relevant project plan (it being understood that any such rebranding initiative shall not be deemed to have commenced to the extent the Licensee engages in customary testing or pre-launch activities (not to exceed ninety (90) days) in a test market to determine the viability and/or logistics associated with the full-scale public rollout of any such rebranding initiative)Licensed Patents. 3.2. Nothing in this Agreement shall or is intended to permit the Licensee, the Licensee Group Companies or the Permitted Sub-licensees to use the Licensor’s Trade Marks (i) except as a component of a Composite Trade Xxxx, or (ii) for any purposes other than those set out in Clause 3.1 without the prior written consent of the Licensor, provided however, that subject to the terms of this Agreement, the Licensee and the Licensee Group Companies shall be permitted to continue to use: 3.2.1 the Daisy Design by itself on the interior and exterior of the properties owned or leased by the Licensee or any Licensee Group Company; 3.2.2 the Daisy Design by itself as a design element in plastic debit or credit cards issued by the Licensee or any Licensee Group Company; 3.2.3 the Daisy Design by itself as an environmental element in traditional and in-store branches and administrative offices of the Licensee or any Licensee Group Company as a wall super graphic, window vinyl pattern, media xxxx xxxx or podium; 3.2.4 the Daisy Design by itself as a design element in incidental promotional items and employee accessories (e.g., pens, ties, pins, cuff links and golf shirts) that use the Daisy Design produced by the Licensee or any Licensee Group Company for their own use, but solely to the extent and only in the manner used as of 1 June 2014; 3.2.5 the Daisy Design by itself as a design element in printed materials and collateral (e.g. internal Microsoft PowerPoint templates, memorandum templates etc) in existence as of 1 June 2014; 3.2.6 the Daisy Design by itself in online applications used by the Licensee or any Licensee Group Company (including its mobile application having the Daisy Design as the icon, the App Store icon on the iTunes site, the icon for a technology application known as Relay Initiative, which provides for an electronic message to be sent to loan applicants upon submission of a loan application, and all checking and savings pages on xxxxxxxxxxxx.xxx and xxxxxxxxxx.xxx) as of 1 June 2014; and 3.2.7 the Daisy Design and the Licensor’s “RBS” xxxx, each either by itself or together as a combined trade xxxx, as design elements in internal, non-customer facing technology applications, but solely to the extent and only in the manner used on such applications by the Licensee or any Licensee Group Company as of 1 June 2014; provided that the Licensee and any such Licensee Group Company shall cease any and all such uses by 1 October 2017. 3.3. The Licensee and the Licensee Group Companies shall have no right to sub-licence the Licensor’s Trade Marks or the Composite Trade Marks without the prior written consent of the Licensor, which consent shall be given or withheld at the Licensor’s sole and absolute discretion. Notwithstanding the foregoing, the Licensee 2.2 CV shall, subject to the terms of this AgreementClause 3.6 below, have be entitled at any time without notifying the right Patent Owners to grant sub-licence its rights hereunder to any Affiliate of CV and shall, subject to the terms of Clause 3.7 below, be entitled to sub-licence its rights hereunder to one or more third parties. 2.3 CV agrees that any sub-licences granted by it shall be personal to the sub-licensee, shall not be capable of further sub-licence by the sub-licencee, and shall not be assignable and shall not be inconsistent with this Agreement and shall not prejudice the Patent Owners' rights in terms of this Agreement. CV shall forward to the Patent Owners a copy of all fully executed sub-licences or sub-licence agreements entered into with sub-licensees from time to time within 28 days of execution thereof. 2.4 CV shall at all times during the continuance of this Agreement be responsible for the observance and performance by every sub-licensee of the terms and conditions of the sub-licence and shall use all reasonable endeavours to monitor and enforce the obligations of every sub-licensee in terms of the relevant sub-licence. Without prejudice to the foregoing generality, CV shall be bound to indemnify the Patent Owners in respect of any actions or omissions of the sub-licensee. 2.5 The Patent Owners have prior to the Effective Date granted licences to manufacture Lenses under the licence granted Licensed Patents to the Licensee pursuant following parties under the following agreements:- 2.5.1 to CLT under the CLT Licence; 2.5.2 to AVC under the AVC Licence; 2.5.3 to [ * ] under a Patent Licence Agreement dated 10 November 1995; 2.5.4 to [ * ] under the [ * ] Licence; 2.5.5 to [ * ] under a Patent Licence Agreement dated 6 July 1995; and 2.5.6 To Ocular Sciences Limited under a Patent Licence Agreement dated 27 February 1997. The Patent Owners shall not grant any further licences of the Licensed Patents to third parties other than those listed in this Clause 3.1 to the Permitted Sub-licensees, pursuant to the Permitted Sub-licence Agreement, 2.5 without the prior written consent of CV provided that CV hereby consents to the Licensor. Neither Licensee nor any Permitted Sub-licensee may amend, modify or otherwise change grant by the Permitted Sub-Patent Owners of a licence Agreement without the prior written consent of the Licensor Licensed Patents to the extent such amendment, modification or other change relates to or otherwise affects the Licensor’s Trade Marks or the Composite Trade Marks in any respect. The Licensee shall remain responsible and fully liable at all times to the Licensor for any acts, omissions or default on the part of the Permitted Sub-licensees, and any action, omission or default by any Permitted Sub-licensee that would constitute a breach of this Agreement if it were an action, omission or default by the Licensee, shall constitute a breach of this Agreement by the Licensee. For the avoidance of doubt, no Permitted Sub-licensee shall, at any time, have any greater right to use the Licensor’s Trade Marks than the Licensee, each Permitted Sub-licensee’s right to use the Licensor’s Trade Marks shall be consistent with [ * ] under the terms of the Permitted Sub-licence Agreement and shall automatically terminate upon and [ * ] Option. 2.6 If the Patent Owners make or acquire any Improvement relating to the Licensed Patents they shall, to the extent that they are not prohibited by law, by any undertaking given to others, or by considerations relating to security of any expiration a patent or termination other intellectual property right protection, promptly notify CV in writing giving details thereof and shall provide to CV free of charge such information or explanations as CV may reasonably require to be able legally and effectively to utilise the same for the term of this Agreement and the Patent Owners shall grant to CV a non-exclusive worldwide royalty-free licence to the use of Improvements disclosed by the Patent Owners hereunder on the same terms as those in this Agreement. 3.4. If: 3.4.1 at any time during the Initial Term, the Licensee or any Licensee Group Company (an “Acquiring Party”) acquires another depository institution, where such acquired institution becomes a Licensee Group Company (the “Acquired Bank”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Bank, however the licence granted in Clause 3.1 shall not extend to any depositary institution acquired after the Initial Term; and 3.4.2 at any time during the Initial Term or the Extended Term, an Acquiring Party acquires one or more bank branches (each an “Acquired Branch”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Branch. 3.5. The Licensee acknowledges and confirms that the Licensor reserves the right to use or licence the Licensor’s Trade Marks in the Territory in any manner at the Licensor’s sole discretion; provided that the Licensor shall not sub-licence the Daisy Design in the Territory to any third party in relation to the Services except for (i) transitional purposes in connection with a sale or disposition of a business or (ii) the Licensor’s own purposes (including to a vendor providing services to Licensor or any of its affiliates or in connection with any joint venture or other strategic partnership or alliance). 3.6. The Licensor may, at the Licensor’s sole and absolute discretion, add to, delete or vary any of the Licensor’s Trade Marks (it being understood that the Licensee and the Licensee Group Companies shall not be required to add, delete or vary any of the Licensor’s Trade Marks from the manner in which the Licensee or the Licensee Group Companies are using any of the Licensor’s Trade Marks as of 1 June 2014 as part of the Composite Trade Marks or as otherwise permitted hereunder). 3.7. The Licensee shall not be in breach of the terms of Clause 3.1 solely by reason of using the Composite Trade Marks (or the Daisy Design by itself to the extent permitted under Clause 3.2) on an Internet website that is accessible from outside the Territory, so long as the website is targeted at persons inside the Territory. 3.8. The parties acknowledge and agree that with respect to any plastic debit or credit card issued by the Licensee or any Licensee Group Company as of 1 October 2015 which uses the Licensor’s “RBS” xxxx as a design element on any such debit or credit card, whether in combination with the Daisy Design and/or the Existing Composite Trade Marks, the Licensee or the Licensee Group Company, as applicable, shall not be required to recall and/or reissue such debit or credit cards immediately after 1 October 2015; provided that (i) to the extent any such debit or credit card needs to be reissued by the Licensee or any Licensee Group Company in the ordinary course after the Commencement Date, whether due to expiration or replacement of such debit or credit card for any reason, any reissue of such debit or credit card shall have all uses of, and references to, the Licensor’s “RBS” xxxx removed and (ii) in any event, any and all of the Licensee’s and the Licensee Group Companies’ plastic debit and credit cards which use the Licensor’s “RBS” xxxx as a design element shall be recalled and reissued by the Licensee and/or the Licensee Group Companies, as applicable, no later than 1 October 2017 so that all uses of, and references to, the Licensor’s “RBS” xxxx are removed and no longer used in connection therewith. For the avoidance of doubt, the Licensee and the Licensee Group Companies shall only be permitted to use the Licensor’s “RBS” xxxx with respect to any plastic debit or credit card, as contemplated in this Clause 3.8, solely to the extent and only in the manner such “RBS” xxxx was used on such debit or credit card as of 1 June 2014. 3.9. For the avoidance of doubt, and notwithstanding anything herein to the contrary, each Licensee Group Company shall be licensed hereunder only for so long as such Licensee Group Company is and remains a wholly-owned Subsidiary of the Licensee.

Grant of Licence. 3.1. 2.1 Subject to the terms and conditions provisions of this Agreement, Agreement and in consideration the surviving provisions of the payment by the Licensee of the Licence FeesCTOA, the Licensor CRT hereby grants to the Licensee and Company: 2.1.1 an exclusive licence under the Licensee Group Companies, and the Licensee, on behalf of itself and the Licensee Group Companies, hereby accepts from the Licensor, Exclusive Results; and 2.1.2 a non-transferableexclusive licence under the Non-Exclusive Results, in each case to research, develop, make, have made, import, use and sell Licensed Products in the Field in the Territory and to apply for Regulatory Authorisation for such Licensed Products in any jurisdiction. 2.2 CRT hereby reserves and excepts from the exclusive licence under Clause 2.1.1: 2.2.1 the worldwide, perpetual and irrevocable right for the Contributors and the Charity (including use by scientists funded and/or employed by the Charity) to: (a) use the Licensed Intellectual Property for the purpose of non-sub-licensable commercial scientific research carried out by or for or under their respective direction in accordance with their respective charitable and/or academic status, whether alone or in collaboration with a third party or third parties and whether sponsored or funded, in whole or in part, by any third party including any commercial entity; and (except as set forth in Clause 3.3b) sole licence to use the Licensor’s Trade Marks but only make publications in relation to the Composite Trade Marks (except Licensed Intellectual Property and any results of research using the same in accordance with generally accepted academic practice; and 2.2.2 the worldwide, limited right for the Charity to continue its conduct of the Clinical Trial in accordance with the terms of the CTOA until the completion or termination of such Clinical Trial as set forth in Clause 3.2) in relation to the Services provided in the Territory; provided that (x) except as otherwise set forth CTOA. 2.3 The Company shall be entitled to grant sub-licences in Clause 3.2.7 or Clause 3.8, and notwithstanding any other provision respect of the rights granted under this Agreement, not later provided that: 2.3.1 any sub-licence granted by the Company shall be expressed to terminate automatically on the termination of this Agreement for any reason; 2.3.2 the Company shall ensure that there are included in the terms of any sub-licence like obligations and undertakings on the part of the Sub-Licensee for the benefit of the Charity as are contained in this Agreement (including Clause 9 (indemnity) and Clause 14 (confidentiality) and, if further tiers of sub-licensing is allowed, this Clause 2.3) and shall further ensure that all Sub-Licensees duly comply with the same; 2.3.3 no sub-licence shall be granted to a Tobacco Party; 2.3.4 the sub-licence (other than a sublicence with an Affiliate) shall be entered into on an arms-length basis reflecting the market value of the rights granted; and 2.3.5 the Company shall provide CRT with a copy of such sub-licence within thirty (30) days after of entering into it. 2.4 Any breach of Clause 2.3 shall be deemed to be a material breach. 2.5 The grant of any sub-licence shall be without prejudice to the Licensor shall have ceased to hold at least fifty (50) per cent Company’s obligations under this Agreement. Any act or omission of any such Sub-Licensee which, if it were the act or omission of the Licensee’s outstanding Capital Stock (but in no event earlier than 1 October 2015)Company would be a breach of any of the provisions of this Agreement, will be deemed to be a breach of this Agreement shall, subject by the Company who will be liable to Clause 11.3, terminate CRT accordingly. 2.5.1 CRT will provide the Company with respect any Long Term Survival Data (as defined in the CTOA) as and when the Charity has completed collection of the same and/or as otherwise provided in the CTOA. 2.6 Subject to the Licensee’s restrictions, pre-approvals and limitations as outlined in Clause 6.1 and Schedule 7A of the Licensee Group Companies’ CTOA, the Company hereby grants to the Charity a non-exclusive, royalty free licence under the Company Intellectual Property (including the right to use the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5, and upon such termination, the Licensee shall, and shall ensure that each Licensee Group Company shall, immediately discontinue the use of the acronym “RBS” as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5; (yMaterials) except in the limited instances set forth on Schedule 5, the Licensee shall not, and shall ensure that each Licensee Group Company shall not, at any time during its use of the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks, use it in connection with the operation of the Licensee’s retail banking business or the marketing, promotion or sale of retail banking services; and (z) if the Licensee seeks to rebrand any product or Service which, as of the commencement of the relevant rebranding initiative for such product or Service, is branded using the Composite Trade Marks, and such rebranding provides for the cessation of use of Charity and scientists funded by the Composite Trade Marks with respect Charity to such product or Service, then this Agreement shall, subject to Clause 11.4, without the need for notice adapt and effective as of the date of completion (but in no event more than sixty (60) days after the commencement) of the relevant rebranding initiative, terminate with respect to the Licensee’s right to use the Composite Trade Marks in relation to Product Manufacturing Process and make and have made Products and Related Products for non-commercial research purposes, provided that such product or Service. The Licensee shall develop a project plan with respect to each rebranding initiative described in sub-clause research will not include clinical research (z) above and shall provide a copy of such project plan to the Licensor with reasonable notice prior to the commencement of the rebranding initiative. The dates of commencement and completion of such rebranding initiative shall be determined in accordance with the relevant project plan (it being understood that any such rebranding initiative shall not be deemed to have commenced to the extent the Licensee engages in customary testing or pre-launch activities (not to exceed ninety (90) days) in a test market to determine the viability and/or logistics associated with the full-scale public rollout of any such rebranding initiative). 3.2. Nothing in this Agreement shall or is intended to permit the Licensee, the Licensee Group Companies or the Permitted Sub-licensees to use the Licensor’s Trade Marks (i) except as a component of a Composite Trade Xxxx, or (ii) for any purposes other than those set out in Clause 3.1 the Clinical Trial) without the prior written consent of the LicensorCompany which shall be in Company’s sole control, on a case-by-case basis, and subject to establishment of a clinical trial agreement providing Company with appropriate safeguards and indemnities for such trial. 2.7 If, within one year of the Effective Date of this Agreement (or the Clinical Trial Database Lock Date, if later), Company wishes to publish or publicly disclose the Clinical Trial Results, it will first provide a copy of such intended disclosure to the Charity for its review at least thirty (30) days prior to the intended date of submission for publication or public disclosure. Charity will complete its review of such intended disclosure within thirty (30) days of receipt. If, during its thirty (30) day review period, Charity reasonably determines that information contained within such intended disclosure will materially impact the ability of Charity, CRT, or a Contributor to publish results of, or to protect any Intellectual Property Rights arising from, the Clinical Trial, Company will, at its discretion, either remove such information prior to disclosure or delay disclosure for up to ninety (90) days to allow for protection or publication. If Charity does not respond within thirty (30) days of receipt, it shall be deemed to have consented to the intended disclosure. The foregoing provisions of this Clause 2.8 shall not apply to disclosure of Clinical Trial Results, or any portion thereof, by the Company to the extent required for (a) satisfying mandatory reporting and disclosure obligations under United States and other securities laws; or (b) to existing licensors or sublicensors of the Company in order to comply with reporting obligations in existence as at the date of this agreement under Third Party Licences, provided however, that in the case of (b) the disclosure shall be limited to only information as may be reasonably required by the Third Party Licence and subject to the terms third party that is receiving the information being bound by confidentiality obligations that are no less restrictive than those that the Company is bound by under this Agreement in respect of this Agreement, the Licensee and the Licensee Group Companies shall be permitted confidential information disclosed to continue to use: 3.2.1 the Daisy Design by itself on the interior and exterior of the properties owned or leased it by the Licensee or any Licensee Group Company; 3.2.2 the Daisy Design by itself as a design element in plastic debit or credit cards issued by the Licensee or any Licensee Group Company; 3.2.3 the Daisy Design by itself as an environmental element in traditional and in-store branches and administrative offices of the Licensee or any Licensee Group Company as a wall super graphic, window vinyl pattern, media xxxx xxxx or podium; 3.2.4 the Daisy Design by itself as a design element in incidental promotional items and employee accessories (e.g., pens, ties, pins, cuff links and golf shirts) that use the Daisy Design produced by the Licensee or any Licensee Group Company for their own use, but solely to the extent and only in the manner used as of 1 June 2014; 3.2.5 the Daisy Design by itself as a design element in printed materials and collateral (e.g. internal Microsoft PowerPoint templates, memorandum templates etc) in existence as of 1 June 2014; 3.2.6 the Daisy Design by itself in online applications used by the Licensee or any Licensee Group Company (including its mobile application having the Daisy Design as the icon, the App Store icon on the iTunes site, the icon for a technology application known as Relay Initiative, which provides for an electronic message to be sent to loan applicants upon submission of a loan application, and all checking and savings pages on xxxxxxxxxxxx.xxx and xxxxxxxxxx.xxx) as of 1 June 2014; and 3.2.7 the Daisy Design and the Licensor’s “RBS” xxxx, each either by itself or together as a combined trade xxxx, as design elements in internal, non-customer facing technology applications, but solely to the extent and only in the manner used on such applications by the Licensee or any Licensee Group Company as of 1 June 2014; provided that the Licensee and any such Licensee Group Company shall cease any and all such uses by 1 October 2017Charity . 3.3. The Licensee and the Licensee Group Companies shall have no right to sub-licence the Licensor’s Trade Marks or the Composite Trade Marks without the prior written consent of the Licensor, which consent shall be given or withheld at the Licensor’s sole and absolute discretion. Notwithstanding the foregoing, the Licensee shall, subject to the terms of this Agreement, have the right to grant sub-licences under the licence granted to the Licensee pursuant to Clause 3.1 to the Permitted Sub-licensees, pursuant to the Permitted Sub-licence Agreement, without the prior written consent of the Licensor. Neither Licensee nor any Permitted Sub-licensee may amend, modify or otherwise change the Permitted Sub-licence Agreement without the prior written consent of the Licensor to the extent such amendment, modification or other change relates to or otherwise affects the Licensor’s Trade Marks or the Composite Trade Marks in any respect. The Licensee shall remain responsible and fully liable at all times to the Licensor for any acts, omissions or default on the part of the Permitted Sub-licensees, and any action, omission or default by any Permitted Sub-licensee that would constitute a breach of this Agreement if it were an action, omission or default by the Licensee, shall constitute a breach of this Agreement by the Licensee. For the avoidance of doubt, no Permitted Sub-licensee shall, at any time, have any greater right to use the Licensor’s Trade Marks than the Licensee, each Permitted Sub-licensee’s right to use the Licensor’s Trade Marks shall be consistent with the terms of the Permitted Sub-licence Agreement and shall automatically terminate upon and to the extent of any expiration or termination of this Agreement. 3.4. If: 3.4.1 at any time during the Initial Term, the Licensee or any Licensee Group Company (an “Acquiring Party”) acquires another depository institution, where such acquired institution becomes a Licensee Group Company (the “Acquired Bank”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Bank, however the licence granted in Clause 3.1 shall not extend to any depositary institution acquired after the Initial Term; and 3.4.2 at any time during the Initial Term or the Extended Term, an Acquiring Party acquires one or more bank branches (each an “Acquired Branch”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Branch. 3.5. The Licensee acknowledges and confirms that the Licensor reserves the right to use or licence the Licensor’s Trade Marks in the Territory in any manner at the Licensor’s sole discretion; provided that the Licensor shall not sub-licence the Daisy Design in the Territory to any third party in relation to the Services except for (i) transitional purposes in connection with a sale or disposition of a business or (ii) the Licensor’s own purposes (including to a vendor providing services to Licensor or any of its affiliates or in connection with any joint venture or other strategic partnership or alliance). 3.6. The Licensor may, at the Licensor’s sole and absolute discretion, add to, delete or vary any of the Licensor’s Trade Marks (it being understood that the Licensee and the Licensee Group Companies shall not be required to add, delete or vary any of the Licensor’s Trade Marks from the manner in which the Licensee or the Licensee Group Companies are using any of the Licensor’s Trade Marks as of 1 June 2014 as part of the Composite Trade Marks or as otherwise permitted hereunder). 3.7. The Licensee shall not be in breach of the terms of Clause 3.1 solely by reason of using the Composite Trade Marks (or the Daisy Design by itself to the extent permitted under Clause 3.2) on an Internet website that is accessible from outside the Territory, so long as the website is targeted at persons inside the Territory. 3.8. The parties acknowledge and agree that with respect to any plastic debit or credit card issued by the Licensee or any Licensee Group Company as of 1 October 2015 which uses the Licensor’s “RBS” xxxx as a design element on any such debit or credit card, whether in combination with the Daisy Design and/or the Existing Composite Trade Marks, the Licensee or the Licensee Group Company, as applicable, shall not be required to recall and/or reissue such debit or credit cards immediately after 1 October 2015; provided that (i) to the extent any such debit or credit card needs to be reissued by the Licensee or any Licensee Group Company in the ordinary course after the Commencement Date, whether due to expiration or replacement of such debit or credit card for any reason, any reissue of such debit or credit card shall have all uses of, and references to, the Licensor’s “RBS” xxxx removed and (ii) in any event, any and all of the Licensee’s and the Licensee Group Companies’ plastic debit and credit cards which use the Licensor’s “RBS” xxxx as a design element shall be recalled and reissued by the Licensee and/or the Licensee Group Companies, as applicable, no later than 1 October 2017 so that all uses of, and references to, the Licensor’s “RBS” xxxx are removed and no longer used in connection therewith. For the avoidance of doubt, the Licensee and the Licensee Group Companies shall only be permitted to use the Licensor’s “RBS” xxxx with respect to any plastic debit or credit card, as contemplated in this Clause 3.8, solely to the extent and only in the manner such “RBS” xxxx was used on such debit or credit card as of 1 June 2014. 3.9. For the avoidance of doubt, and notwithstanding anything herein to the contrary, each Licensee Group Company shall be licensed hereunder only for so long as such Licensee Group Company is and remains a wholly-owned Subsidiary of the Licensee.

Grant of Licence. 3.1. Subject to the terms and conditions of this Agreement, and in consideration of the payment by the Licensee of the Licence Fees, the Licensor 3.1 ANESIVA hereby grants to SIGMA-TAU and SIGMA-TAU hereby accepts: a) an exclusive license under the Licensee Patents and the Licensee Group CompaniesKnow-How to register, import, promote, sell and distribute the Licensee, on behalf of itself and the Licensee Group Companies, hereby accepts from the Licensor, a non-transferable, non-sub-licensable (except as set forth in Clause 3.3) sole licence to use the Licensor’s Trade Marks but only in relation to the Composite Trade Marks (except as set forth in Clause 3.2) in relation to the Services Product in the Territory; provided that b) an exclusive license to use the Trademark, [*], to register, import, promote, sell and distribute the Product in the Territory. In such a case, SIGMA-TAU shall make use of the Trademark in all materials and activities related to the marketing, sale and distribution of the Product. 3.2 In accordance with Clause 3.1 (x) except as otherwise set forth b), [*] to the [*], to [*] the Product in Clause 3.2.7 or Clause 3.8the Territory; such [*] trademark to be chosen, owned and notwithstanding any other provision of registered and maintained by [*] under this Agreement, not later than thirty (30) days after the Licensor . 3.3 SIGMA-TAU shall have ceased to hold at least fifty (50) per cent of the Licensee’s outstanding Capital Stock (but in no event earlier than 1 October 2015), this Agreement shall, subject to Clause 11.3, terminate with respect to the Licensee’s and the Licensee Group Companies’ right to use the LicensorSIGMA-TAU logo along on Product’s “RBS” xxxx as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5material packaging. 3.4 Furthermore, ANESIVA hereby grants to SIGMA-TAU, and upon such terminationSIGMA-TAU hereby accepts, the Licensee shall, and shall ensure that each Licensee Group Company shall, immediately discontinue the use of the acronym “RBS” as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5; (y) except in the limited instances set forth on Schedule 5, the Licensee shall not, and shall ensure that each Licensee Group Company shall not, at any time during its use of the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks, use it in connection with the operation of the Licensee’s retail banking business or the marketing, promotion or sale of retail banking services; and (z) if the Licensee seeks to rebrand any product or Service which, as of the commencement of the relevant rebranding initiative for such product or Service, is branded using the Composite Trade Marks, and such rebranding provides for the cessation of use of the Composite Trade Marks with respect to such product or Service, then this Agreement shall, subject to Clause 11.4, without the need for notice and effective as of the date of completion (but in no event more than sixty (60) days after the commencement) of the relevant rebranding initiative, terminate with respect to the Licensee’s exclusive right to use the Composite Trade Marks in relation to such product or Service. The Licensee shall develop a project plan with respect to each rebranding initiative described in sub-clause (z) above and shall provide a copy of such project plan to the Licensor with reasonable notice prior to the commencement of the rebranding initiative. The dates of commencement and completion of such rebranding initiative shall be determined in accordance with the relevant project plan (it being understood that any such rebranding initiative shall not be deemed to have commenced to the extent the Licensee engages in customary testing or pre-launch activities (not to exceed ninety (90) days) in a test market to determine the viability and/or logistics associated with the full-scale public rollout of any such rebranding initiative). 3.2. Nothing in this Agreement shall or is intended to permit the LicenseePatents, the Licensee Group Companies or the Permitted Sub-licensees to use the Licensor’s Trade Marks (i) except as a component of a Composite Trade Xxxx, or (ii) for any purposes other than those set out in Clause 3.1 without the prior written consent of the Licensor, provided however, that subject to the terms of this AgreementRegistration Dossier, the Licensee Know-How and the Licensee Group Companies shall be permitted Trademark, if applicable, to continue carry out the Drug Release Testing in order to use: 3.2.1 register, import, promote, sell and distribute the Daisy Design by itself on the interior and exterior of the properties owned or leased by the Licensee or any Licensee Group Company; 3.2.2 the Daisy Design by itself as a design element in plastic debit or credit cards issued by the Licensee or any Licensee Group Company; 3.2.3 the Daisy Design by itself as an environmental element in traditional and in-store branches and administrative offices of the Licensee or any Licensee Group Company as a wall super graphic, window vinyl pattern, media xxxx xxxx or podium; 3.2.4 the Daisy Design by itself as a design element in incidental promotional items and employee accessories (e.g., pens, ties, pins, cuff links and golf shirts) that use the Daisy Design produced by the Licensee or any Licensee Group Company for their own use, but solely to the extent and only Product in the manner used as of 1 June 2014; 3.2.5 the Daisy Design by itself as a design element in printed materials and collateral (e.g. internal Microsoft PowerPoint templatesTerritory. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, memorandum templates etc) in existence as of 1 June 2014; 3.2.6 the Daisy Design by itself in online applications used by the Licensee or any Licensee Group Company (including its mobile application having the Daisy Design as the iconMARKED BY BRACKETS, the App Store icon on the iTunes siteHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, the icon for a technology application known as Relay Initiative, which provides for an electronic message to be sent to loan applicants upon submission of a loan application, and all checking and savings pages on xxxxxxxxxxxx.xxx and xxxxxxxxxx.xxx) as of 1 June 2014; and 3.2.7 the Daisy Design and the Licensor’s “RBS” xxxx, each either by itself or together as a combined trade xxxx, as design elements in internal, non-customer facing technology applications, but solely to the extent and only in the manner used on such applications by the Licensee or any Licensee Group Company as of 1 June 2014; provided that the Licensee and any such Licensee Group Company shall cease any and all such uses by 1 October 2017AS AMENDED. 3.3. The Licensee and the Licensee Group Companies shall have no right to sub-licence the Licensor’s Trade Marks or the Composite Trade Marks without the prior written consent of the Licensor, which consent shall be given or withheld at the Licensor’s sole and absolute discretion. Notwithstanding the foregoing, the Licensee shall, subject to the terms of this Agreement, have the right to grant sub-licences under the licence granted to the Licensee pursuant to Clause 3.1 to the Permitted Sub-licensees, pursuant to the Permitted Sub-licence Agreement, without the prior written consent of the Licensor. Neither Licensee nor any Permitted Sub-licensee may amend, modify or otherwise change the Permitted Sub-licence Agreement without the prior written consent of the Licensor to the extent such amendment, modification or other change relates to or otherwise affects the Licensor’s Trade Marks or the Composite Trade Marks in any respect. The Licensee shall remain responsible and fully liable at all times to the Licensor for any acts, omissions or default on the part of the Permitted Sub-licensees, and any action, omission or default by any Permitted Sub-licensee that would constitute a breach of this Agreement if it were an action, omission or default by the Licensee, shall constitute a breach of this Agreement by the Licensee. For the avoidance of doubt, no Permitted Sub-licensee shall, at any time, have any greater right to use the Licensor’s Trade Marks than the Licensee, each Permitted Sub-licensee’s right to use the Licensor’s Trade Marks shall be consistent with the terms of the Permitted Sub-licence Agreement and shall automatically terminate upon and to the extent of any expiration or termination of this Agreement. 3.4. If: 3.4.1 at any time during the Initial Term, the Licensee or any Licensee Group Company (an “Acquiring Party”) acquires another depository institution, where such acquired institution becomes a Licensee Group Company (the “Acquired Bank”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Bank, however the licence granted in Clause 3.1 shall not extend to any depositary institution acquired after the Initial Term; and 3.4.2 at any time during the Initial Term or the Extended Term, an Acquiring Party acquires one or more bank branches (each an “Acquired Branch”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Branch. 3.5. The Licensee acknowledges and confirms that the Licensor reserves the right to use or licence the Licensor’s Trade Marks in the Territory in any manner at the Licensor’s sole discretion; provided that the Licensor shall not sub-licence the Daisy Design in the Territory to any third party in relation to the Services except for (i) transitional purposes in connection with a sale or disposition of a business or (ii) the Licensor’s own purposes (including to a vendor providing services to Licensor or any of its affiliates or in connection with any joint venture or other strategic partnership or alliance). 3.6. The Licensor may, at the Licensor’s sole and absolute discretion, add to, delete or vary any of the Licensor’s Trade Marks (it being understood that the Licensee and the Licensee Group Companies shall not be required to add, delete or vary any of the Licensor’s Trade Marks from the manner in which the Licensee or the Licensee Group Companies are using any of the Licensor’s Trade Marks as of 1 June 2014 as part of the Composite Trade Marks or as otherwise permitted hereunder). 3.7. The Licensee shall not be in breach of the terms of Clause 3.1 solely by reason of using the Composite Trade Marks (or the Daisy Design by itself to the extent permitted under Clause 3.2) on an Internet website that is accessible from outside the Territory, so long as the website is targeted at persons inside the Territory. 3.8. The parties acknowledge and agree that with respect to any plastic debit or credit card issued by the Licensee or any Licensee Group Company as of 1 October 2015 which uses the Licensor’s “RBS” xxxx as a design element on any such debit or credit card, whether in combination with the Daisy Design and/or the Existing Composite Trade Marks, the Licensee or the Licensee Group Company, as applicable, shall not be required to recall and/or reissue such debit or credit cards immediately after 1 October 2015; provided that (i) to the extent any such debit or credit card needs to be reissued by the Licensee or any Licensee Group Company in the ordinary course after the Commencement Date, whether due to expiration or replacement of such debit or credit card for any reason, any reissue of such debit or credit card shall have all uses of, and references to, the Licensor’s “RBS” xxxx removed and (ii) in any event, any and all of the Licensee’s and the Licensee Group Companies’ plastic debit and credit cards which use the Licensor’s “RBS” xxxx as a design element shall be recalled and reissued by the Licensee and/or the Licensee Group Companies, as applicable, no later than 1 October 2017 so that all uses of, and references to, the Licensor’s “RBS” xxxx are removed and no longer used in connection therewith. For the avoidance of doubt, the Licensee and the Licensee Group Companies shall only be permitted to use the Licensor’s “RBS” xxxx with respect to any plastic debit or credit card, as contemplated in this Clause 3.8, solely to the extent and only in the manner such “RBS” xxxx was used on such debit or credit card as of 1 June 2014. 3.9. For the avoidance of doubt, and notwithstanding anything herein to the contrary, each Licensee Group Company shall be licensed hereunder only for so long as such Licensee Group Company is and remains a wholly-owned Subsidiary of the Licensee.

Grant of Licence. 3.12.1. Subject to In consideration for the payment by You of the relevant licence fee and your compliance with the terms and conditions of this Agreement, and in consideration of You are hereby granted the payment by the Licensee of the Licence Fees, the Licensor hereby grants to the Licensee and the Licensee Group Companies, and the Licensee, on behalf of itself and the Licensee Group Companies, hereby accepts from the Licensor, a non-exclusive, non- transferable, non-sub-licensable (except as set forth licensable, worldwide and perpetual right to store, reproduce, use, copy or publish the whole or part of the Image that You have downloaded or used an unlimited number of times in Clause 3.3) sole licence any and all media for the following purposes: 2.1.1. Advertising and promotional materials; 2.1.2. Broadcast and theatrical exhibitions; 2.1.3. Print publications and physical images; and 2.1.4. Electronic publications, including website design up to a maximum resolution of 72dpi PROVIDED THAT You may not use the Licensor’s Trade Marks Image in any commercial products where the Image makes up a significant part of the re-sale value of the product (for example, but only without limitation, the use of the Image in any postcards, posters and calendars). 2.2. You have the right to have the Image reproduced by your subcontractors provided that You ensure that such subcontractors agree to abide by the provisions of this Agreement and provided that You fully and effectively indemnify Cultura in relation to the Composite Trade Marks any costs, expenses (except as set forth in Clause 3.2) in relation to the Services in the Territory; provided that (x) except as otherwise set forth in Clause 3.2.7 including legal and other professional fees), claims, penalties, damages or Clause 3.8, losses incurred or suffered by Cultura and notwithstanding arising out of a breach by such subcontractor of any other provision of this Agreement, not later than thirty (30) days after the Licensor shall have ceased to hold at least fifty (50) per cent . 2.3. Your use of the Licensee’s outstanding Capital Stock Image must be in compliance with all applicable laws anywhere in the world. 2.4. You may alter, crop, manipulate and create derivative works of the Image. 2.5. You may store the Image in a digital library, network configuration or similar arrangement to allow the Image to be solely and exclusively viewed by your employees, partners and clients, but under no circumstances may the Image be copied or published to any other network or bulletin board, nor may the Image ever be used by more than 10 users (but unless a separate seat licence is purchased for each additional user before such additional use begins). 2.6. Unless otherwise expressly provided in no event earlier than 1 October 2015)this Agreement, You may not sublicence, sell, assign, convey, delegate, sub-contract or transfer this Agreement shall, subject to Clause 11.3, terminate with respect to or any of your rights and obligations under this Agreement but You may sell or sublicence derivative works incorporating the Licensee’s Image provided that you acknowledge and the Licensee Group Companies’ right to use the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5, and upon such termination, the Licensee shall, and shall ensure agree that each Licensee Group Company shall, immediately discontinue You do not acquire any copyright and/or any other intellectual property rights through the use of the acronym “RBS” as part of the Existing Composite Trade Marks Image in that work and in the instances set forth on Schedule 5; (y) except in the limited instances set forth on Schedule 5, the Licensee shall not, and shall ensure that each Licensee Group Company shall not, at any time during its your use of the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks, use it in connection with the operation of the Licensee’s retail banking business or the marketing, promotion or sale of retail banking services; and (z) if the Licensee seeks to rebrand any product or Service which, as of the commencement of the relevant rebranding initiative for such product or Service, is branded using the Composite Trade Marks, and such rebranding provides for the cessation of use of the Composite Trade Marks with respect to such product or Service, then this Agreement shall, subject to Clause 11.4, without the need for notice and effective as of the date of completion (but in no event more than sixty (60) days after the commencement) of the relevant rebranding initiative, terminate with respect to the Licensee’s right to use the Composite Trade Marks in relation to such product or Service. The Licensee shall develop a project plan with respect to each rebranding initiative described in sub-clause (z) above and shall provide a copy of such project plan to the Licensor with reasonable notice prior to the commencement of the rebranding initiative. The dates of commencement and completion of such rebranding initiative shall be determined in accordance with the relevant project plan (it being understood that any such rebranding initiative shall not be deemed to have commenced to the extent the Licensee engages in customary testing or pre-launch activities (not to exceed ninety (90) days) in a test market to determine the viability and/or logistics associated with the full-scale public rollout of any such rebranding initiative). 3.2. Nothing in this Agreement shall or is intended to permit the Licensee, the Licensee Group Companies or the Permitted Sub-licensees to use the Licensor’s Trade Marks (i) except as a component of a Composite Trade Xxxx, or (ii) for any purposes other than those set out in Clause 3.1 without the prior written consent of the Licensor, provided however, that derivative work remains at all times subject to the terms of this Agreement; accordingly, You agree, at Cultura’s request but at your expense, to assign any copyright and/or other intellectual property rights therein to Cultura absolutely. However, You may not include the Image in an electronic template intended to be reproduced by third parties on electronic or printed images. 2.7. You may not sell, licence or distribute any derivative work containing the Image in a way that would allow a third party to download, extract or access the Image as a standalone file. 2.8. Images shall not be incorporated into a logo, trademark or service xxxx. 2.9. You may not post the Image online in a downloadable format or enable it to be distributed via mobile telephone devices. 2.10. If any Image featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) connection with a subject that would be unflattering or unduly controversial to a reasonable person, then You must accompany each such use with a statement that indicates that the person is a model and the Image is being used for illustrative purposes only. 2.11. The Image may not be used in a pornographic, defamatory, libellous or otherwise illegal manner, or in any way that would or might be deemed to be offensive to the model(s) or to Cultura, whether directly or in context or juxtaposition with other materials. 2.12. The Image may not be used directly or indirectly to promote, advertise or market any business that sells, licences or distributes photographic images or used in any other manner whatsoever that could be considered to be competing with any of the business of Cultura. 2.13. You must retain the copyright symbol, the Licensee name of Cultura and/or the photographer, the Image's identification number and any other information as may be invisibly embedded in the Licensee Group Companies shall be permitted electronic file containing the original Image. 2.14. You may not manipulate the Image or its digital format so as to continue to use: 3.2.1 the Daisy Design by itself on the interior and exterior reverse engineer, decompile, disassemble or translate any part of the properties owned Image. 2.15. You must abide by any restriction on use notified to You by Cultura before or leased by at the Licensee time of or any Licensee Group Company; 3.2.2 the Daisy Design by itself as a design element in plastic debit or credit cards issued by the Licensee or any Licensee Group Company; 3.2.3 the Daisy Design by itself as an environmental element in traditional and in-store branches and administrative offices following delivery of the Licensee Image, either in the information accompanying the Image or any Licensee Group Company as a wall super graphicotherwise. 2.16. If the Image is used in an editorial manner, window vinyl pattern, media xxxx xxxx or podium; 3.2.4 You must include the Daisy Design by itself as a design element in incidental promotional items and employee accessories (e.g., pens, ties, pins, cuff links and golf shirts) that use the Daisy Design produced by the Licensee or any Licensee Group Company for their own use, but solely following credit adjacent to the extent and only Image: “Photographer’s name/Cultura”. 2.17. While efforts have been made to correctly caption the subject matter of the Image, Cultura does not warrant the accuracy of such information. 2.18. You must not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any copyright or other intellectual property rights in relation to the manner used as of 1 June 2014; 3.2.5 the Daisy Design by itself as a design element in printed materials and collateral (e.g. internal Microsoft PowerPoint templates, memorandum templates etc) in existence as of 1 June 2014; 3.2.6 the Daisy Design by itself in online applications used by the Licensee or any Licensee Group Company (including its mobile application having the Daisy Design as the icon, the App Store icon on the iTunes site, the icon for a technology application known as Relay Initiative, which provides for an electronic message to be sent to loan applicants upon submission of a loan applicationImage, and all checking You shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character. 2.19. You must immediately and savings pages on xxxxxxxxxxxx.xxx and xxxxxxxxxx.xxx) as fully notify Cultura of 1 June 2014; and 3.2.7 the Daisy Design and the Licensor’s “RBS” xxxxany actual, each either by itself threatened or together as a combined trade xxxx, as design elements suspected infringement of any copyright or other intellectual property rights in internal, non-customer facing technology applications, but solely relation to the extent Image which comes to your notice and only in the manner used on such applications of any claim by the Licensee or any Licensee Group Company as of 1 June 2014; provided third party so coming to your notice that the Licensee and any such Licensee Group Company shall cease any and all such uses by 1 October 2017. 3.3. The Licensee and the Licensee Group Companies shall have no right to sub-licence the Licensor’s Trade Marks or the Composite Trade Marks without the prior written consent licensing of the Licensor, which consent shall be given or withheld at the Licensor’s sole and absolute discretion. Notwithstanding the foregoing, the Licensee shall, subject to Image under the terms of this AgreementAgreement infringes any rights of any other person. You shall, have at the right request of Cultura, do all such things as may be required to grant sub-licences under the licence granted assist Cultura in taking or resisting any proceedings in relation to the Licensee pursuant to Clause 3.1 to the Permitted Sub-licensees, pursuant to the Permitted Sub-licence Agreement, without the prior written consent of the Licensorany such infringement or claim. 2.20. Neither Licensee nor any Permitted Sub-licensee may amend, modify or otherwise change the Permitted Sub-licence Agreement without the prior written consent of the Licensor to the extent such amendment, modification or other change relates to or otherwise affects the Licensor’s Trade Marks or the Composite Trade Marks in any respect. The Licensee shall remain responsible and fully liable You must at all times to the Licensor for any acts, omissions or default on the part of the Permitted Sub-licensees, and any action, omission or default by any Permitted Sub-licensee that would constitute a breach of this Agreement if it were an action, omission or default by the Licensee, shall constitute a breach of this Agreement by the Licensee. For the avoidance of doubt, no Permitted Sub-licensee shall, at any time, have any greater right to use the Licensor’s Trade Marks than the Licensee, each Permitted Sub-licensee’s right to use the Licensor’s Trade Marks shall be consistent comply with the terms and conditions of the Permitted Sub-licence Agreement and shall automatically terminate upon and to the extent of any expiration or termination use of this Agreementwebsite as set out elsewhere on this website. 3.4. If: 3.4.1 at any time during the Initial Term, the Licensee or any Licensee Group Company (an “Acquiring Party”) acquires another depository institution, where such acquired institution becomes a Licensee Group Company (the “Acquired Bank”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Bank, however the licence granted in Clause 3.1 shall not extend to any depositary institution acquired after the Initial Term; and 3.4.2 at any time during the Initial Term or the Extended Term, an Acquiring Party acquires one or more bank branches (each an “Acquired Branch”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Branch. 3.5. The Licensee acknowledges and confirms that the Licensor reserves the right to use or licence the Licensor’s Trade Marks in the Territory in any manner at the Licensor’s sole discretion; provided that the Licensor shall not sub-licence the Daisy Design in the Territory to any third party in relation to the Services except for (i) transitional purposes in connection with a sale or disposition of a business or (ii) the Licensor’s own purposes (including to a vendor providing services to Licensor or any of its affiliates or in connection with any joint venture or other strategic partnership or alliance). 3.6. The Licensor may, at the Licensor’s sole and absolute discretion, add to, delete or vary any of the Licensor’s Trade Marks (it being understood that the Licensee and the Licensee Group Companies shall not be required to add, delete or vary any of the Licensor’s Trade Marks from the manner in which the Licensee or the Licensee Group Companies are using any of the Licensor’s Trade Marks as of 1 June 2014 as part of the Composite Trade Marks or as otherwise permitted hereunder). 3.7. The Licensee shall not be in breach of the terms of Clause 3.1 solely by reason of using the Composite Trade Marks (or the Daisy Design by itself to the extent permitted under Clause 3.2) on an Internet website that is accessible from outside the Territory, so long as the website is targeted at persons inside the Territory. 3.8. The parties acknowledge and agree that with respect to any plastic debit or credit card issued by the Licensee or any Licensee Group Company as of 1 October 2015 which uses the Licensor’s “RBS” xxxx as a design element on any such debit or credit card, whether in combination with the Daisy Design and/or the Existing Composite Trade Marks, the Licensee or the Licensee Group Company, as applicable, shall not be required to recall and/or reissue such debit or credit cards immediately after 1 October 2015; provided that (i) to the extent any such debit or credit card needs to be reissued by the Licensee or any Licensee Group Company in the ordinary course after the Commencement Date, whether due to expiration or replacement of such debit or credit card for any reason, any reissue of such debit or credit card shall have all uses of, and references to, the Licensor’s “RBS” xxxx removed and (ii) in any event, any and all of the Licensee’s and the Licensee Group Companies’ plastic debit and credit cards which use the Licensor’s “RBS” xxxx as a design element shall be recalled and reissued by the Licensee and/or the Licensee Group Companies, as applicable, no later than 1 October 2017 so that all uses of, and references to, the Licensor’s “RBS” xxxx are removed and no longer used in connection therewith. For the avoidance of doubt, the Licensee and the Licensee Group Companies shall only be permitted to use the Licensor’s “RBS” xxxx with respect to any plastic debit or credit card, as contemplated in this Clause 3.8, solely to the extent and only in the manner such “RBS” xxxx was used on such debit or credit card as of 1 June 2014. 3.9. For the avoidance of doubt, and notwithstanding anything herein to the contrary, each Licensee Group Company shall be licensed hereunder only for so long as such Licensee Group Company is and remains a wholly-owned Subsidiary of the Licensee.

Grant of Licence. 3.1. Subject to the terms and conditions of this Agreement, and in 3.1 In consideration of the payment by Initial Set-Up Fee, Monthly Licence Fees and the covenants on the part of the Licensee of the Licence Feescontained herein, the Licensor Smartsources hereby grants to the Licensee a non-exclusive, non-transferable limited licence (the "LICENCE") to use the Technology within the Territory solely upon the terms and the Licensee Group Companies, and conditions herein contained. 3.2 The Licence herein granted to the Licensee, whose operations office is set out in Section 13.1, is solely for use of the Technology on behalf the User System for the purpose of itself providing the Licensee's customers with access to the Licensee's products and services via the Internet, upon the specific terms and restrictions herein contained. 3.3 The Licence does not grant to the Licensee Group Companiesthe following rights (without limiting the generality of the foregoing): (a) to distribute, hereby accepts from sell, lease, transfer, assign, trade, rent, publish or license the LicensorTechnology, a non-transferableor any part thereof including the Documentation and/or copies thereof, non-sub-licensable to any other entity; (except as set forth in Clause 3.3b) sole licence to use the Licensor’s Trade Marks but only Technology, or any part thereof for any other purpose other than as set out in this Section 3.2; (c) to modify, adapt, translate, reverse engineer, decompile, disassemble, create derivative work or develop any system or program based on the Technology, except as specifically permitted in writing by Smartsources: (d) to secure independent advertising other than that provided by Smartsources and the Region except as specifically permitted in writing by Smartsources and the Region; (e) to include or bring in other technology, applications, or functionalities in relation to the Composite Trade Marks (Technology except as set forth specifically permitted in Clause 3.2) in relation to writing by Smartsources through the Services in the Territory; provided that (x) except as otherwise set forth in Clause 3.2.7 or Clause 3.8, negotiation and notwithstanding any other provision execution of this Agreement, not later than thirty (30) days after the Licensor shall have ceased to hold at least fifty (50) per cent of the Licensee’s outstanding Capital Stock (but in no event earlier than 1 October 2015), this Agreement shall, subject to Clause 11.3, terminate a separate customization agreement with respect to the Licensee’s same; (f) to change the Content Partnerships related to the Technology in any way except as specifically permitted in writing by Smartsources and the Region; or (g) to attempt to bring in or hire other organisations for the purpose of adding to the Content Partnerships to be integrated into the Technology except as specifically permitted in writing by Smartsources and the Region. 3.4 The Licensee Group Companies’ right acknowledges and agrees that Smartsources exclusively owns and retains any and all right, title and interest to use the Licensor’s “RBS” xxxx as part Technology and agrees to refrain from any act or omission that derogates from or infringes upon such exclusive proprietary rights of the Existing Composite Trade Marks and Smartsources in the instances set forth on Schedule 5, and upon such termination, Technology. In the event that the Licensee shallbecomes aware that a third party or third parties are improperly using the Technology, and shall ensure that each Licensee Group Company shallor any part thereof, immediately discontinue or infringing upon any proprietary rights of Smartsources to the use of the acronym “RBS” as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5; (y) except in the limited instances set forth on Schedule 5Technology, the Licensee shall not, and shall ensure that each Licensee Group Company shall not, at any time during its use promptly notify Smartsources of the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks, use all facts known to it in connection with the operation of the Licensee’s retail banking business or the marketing, promotion or sale of retail banking services; and (z) if the Licensee seeks to rebrand any product or Service which, as of the commencement of the relevant rebranding initiative for such product or Service, is branded using the Composite Trade Marks, and such rebranding provides for the cessation of use of the Composite Trade Marks with respect relating to such product or Service, then this Agreement shall, subject to Clause 11.4, without the need for notice and effective as of the date of completion (but in no event more than sixty (60) days after the commencement) of the relevant rebranding initiative, terminate with respect to the Licensee’s right to use the Composite Trade Marks in relation to such product or Service. The Licensee shall develop a project plan with respect to each rebranding initiative described in sub-clause (z) above and shall provide a copy of such project plan to the Licensor with reasonable notice prior to the commencement of the rebranding initiative. The dates of commencement and completion of such rebranding initiative shall be determined in accordance with the relevant project plan (it being understood that any such rebranding initiative shall not be deemed to have commenced to the extent the Licensee engages in customary testing or pre-launch activities (not to exceed ninety (90) days) in a test market to determine the viability and/or logistics associated with the full-scale public rollout of any such rebranding initiative)use. 3.2. Nothing in this Agreement shall or is intended to permit the Licensee, the Licensee Group Companies or the Permitted Sub-licensees to use the Licensor’s Trade Marks (i) except as a component of a Composite Trade Xxxx, or (ii) for any purposes other than those set out in Clause 3.1 without the prior written consent of the Licensor, provided however, that subject to the terms of this Agreement, the Licensee and the Licensee Group Companies shall be permitted to continue to use: 3.2.1 the Daisy Design by itself on the interior and exterior of the properties owned or leased by the Licensee or any Licensee Group Company; 3.2.2 the Daisy Design by itself as a design element in plastic debit or credit cards issued by the Licensee or any Licensee Group Company; 3.2.3 the Daisy Design by itself as an environmental element in traditional and in-store branches and administrative offices of the Licensee or any Licensee Group Company as a wall super graphic, window vinyl pattern, media xxxx xxxx or podium; 3.2.4 the Daisy Design by itself as a design element in incidental promotional items and employee accessories (e.g., pens, ties, pins, cuff links and golf shirts) that use the Daisy Design produced by the Licensee or any Licensee Group Company for their own use, but solely to the extent and only in the manner used as of 1 June 2014; 3.2.5 the Daisy Design by itself as a design element in printed materials and collateral (e.g. internal Microsoft PowerPoint templates, memorandum templates etc) in existence as of 1 June 2014; 3.2.6 the Daisy Design by itself in online applications used by the Licensee or any Licensee Group Company (including its mobile application having the Daisy Design as the icon, the App Store icon on the iTunes site, the icon for a technology application known as Relay Initiative, which provides for an electronic message to be sent to loan applicants upon submission of a loan application, and all checking and savings pages on xxxxxxxxxxxx.xxx and xxxxxxxxxx.xxx) as of 1 June 2014; and 3.2.7 the Daisy Design and the Licensor’s “RBS” xxxx, each either by itself or together as a combined trade xxxx, as design elements in internal, non-customer facing technology applications, but solely to the extent and only in the manner used on such applications by the Licensee or any Licensee Group Company as of 1 June 2014; provided that the Licensee and any such Licensee Group Company shall cease any and all such uses by 1 October 2017. 3.3. The Licensee and the Licensee Group Companies shall have no right to sub-licence the Licensor’s Trade Marks or the Composite Trade Marks without the prior written consent of the Licensor, which consent shall be given or withheld at the Licensor’s sole and absolute discretion. Notwithstanding the foregoing, the Licensee shall, subject to the terms of this Agreement, have the right to grant sub-licences under the licence granted to the Licensee pursuant to Clause 3.1 to the Permitted Sub-licensees, pursuant to the Permitted Sub-licence Agreement, without the prior written consent of the Licensor. Neither Licensee nor any Permitted Sub-licensee may amend, modify or otherwise change the Permitted Sub-licence Agreement without the prior written consent of the Licensor to the extent such amendment, modification or other change relates to or otherwise affects the Licensor’s Trade Marks or the Composite Trade Marks in any respect. The Licensee shall remain responsible and fully liable at all times to the Licensor for any acts, omissions or default on the part of the Permitted Sub-licensees, and any action, omission or default by any Permitted Sub-licensee that would constitute a breach of this Agreement if it were an action, omission or default by the Licensee, shall constitute a breach of this Agreement by the Licensee. For the avoidance of doubt, no Permitted Sub-licensee shall, at any time, have any greater right to use the Licensor’s Trade Marks than the Licensee, each Permitted Sub-licensee’s right to use the Licensor’s Trade Marks shall be consistent with the terms of the Permitted Sub-licence Agreement and shall automatically terminate upon and to the extent of any expiration or termination of this Agreement. 3.4. If: 3.4.1 at any time during the Initial Term, the Licensee or any Licensee Group Company (an “Acquiring Party”) acquires another depository institution, where such acquired institution becomes a Licensee Group Company (the “Acquired Bank”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Bank, however the licence granted in Clause 3.1 shall not extend to any depositary institution acquired after the Initial Term; and 3.4.2 at any time during the Initial Term or the Extended Term, an Acquiring Party acquires one or more bank branches (each an “Acquired Branch”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Branch. 3.5. The Licensee acknowledges and confirms that the Licensor 3.5 Smartsources reserves the right to use or licence the Licensor’s Trade Marks in the Territory protect, in any manner at and all jurisdictions, by copyright, patent, trade-mark, xxade name and all other forms of legal and equitable protection, its right, title and interest to the Licensor’s Technology. 3.6 Smartsources agrees not to directly market the Technology to the customers of the Licensee. Other than this sole discretion; provided that restriction, Smartsources may independently publish, sell, license or distribute the Licensor shall not sub-licence the Daisy Design in the Territory Technology and/or Enhancements to any third party and in relation any market, including but not limited to the Services except for (i) transitional purposes in connection with a sale or disposition of a business or (ii) the Licensor’s own purposes (including to a vendor providing services to Licensor or any of its affiliates or in connection with any joint venture or other strategic partnership or alliance)Licensee's suppliers, direct and indirect competitors. 3.6. The Licensor may3.7 Smartsources reserves the right to fulfil its contractual and/or legal obligations to third parties associated with the Technology, at subject to such obligations not interfering with the Licensor’s sole and absolute discretion, add to, delete or vary any core functionalities of the Licensor’s Trade Marks (it being understood that the Licensee and the Licensee Group Companies shall not be required to add, delete or vary any of the Licensor’s Trade Marks from the manner Technology as described in which the Licensee or the Licensee Group Companies are using any of the Licensor’s Trade Marks as of 1 June 2014 as part of the Composite Trade Marks or as otherwise permitted hereunder)Schedule "B". 3.7. The Licensee shall not be in breach of the terms of Clause 3.1 solely by reason of using the Composite Trade Marks (or the Daisy Design by itself to the extent permitted under Clause 3.2) on an Internet website that is accessible from outside the Territory, so long as the website is targeted at persons inside the Territory. 3.8. The parties acknowledge and agree that with respect to any plastic debit or credit card issued by the Licensee or any Licensee Group Company as of 1 October 2015 which uses the Licensor’s “RBS” xxxx as a design element on any such debit or credit card, whether in combination with the Daisy Design and/or the Existing Composite Trade Marks, the Licensee or the Licensee Group Company, as applicable, shall not be required to recall and/or reissue such debit or credit cards immediately after 1 October 2015; provided that (i) to the extent any such debit or credit card needs to be reissued by the Licensee or any Licensee Group Company in the ordinary course after the Commencement Date, whether due to expiration or replacement of such debit or credit card for any reason, any reissue of such debit or credit card shall have all uses of, and references to, the Licensor’s “RBS” xxxx removed and (ii) in any event, any and all of the Licensee’s and the Licensee Group Companies’ plastic debit and credit cards which use the Licensor’s “RBS” xxxx as a design element shall be recalled and reissued by the Licensee and/or the Licensee Group Companies, as applicable, no later than 1 October 2017 so that all uses of, and references to, the Licensor’s “RBS” xxxx are removed and no longer used in connection therewith. For the avoidance of doubt, the Licensee and the Licensee Group Companies shall only be permitted to use the Licensor’s “RBS” xxxx with respect to any plastic debit or credit card, as contemplated in this Clause 3.8, solely to the extent and only in the manner such “RBS” xxxx was used on such debit or credit card as of 1 June 2014. 3.9. For the avoidance of doubt, and notwithstanding anything herein to the contrary, each Licensee Group Company shall be licensed hereunder only for so long as such Licensee Group Company is and remains a wholly-owned Subsidiary of the Licensee.

Grant of Licence. 3.1. 2.1 Subject to the terms and conditions provisions of this Agreement, Agreement and in consideration the surviving provisions of the payment by the Licensee of the Licence FeesCTOA, the Licensor CRT hereby grants to the Licensee Company: 2.1.1 and 2.1.2 in each case to research, develop, make, have made, import, use and sell Licensed Products in the Field in the Territory and to apply for Regulatory Authorisation for such Licensed Products in any jurisdiction. 2.2 CRT hereby reserves and excepts from the *** under Clause 2.1.1 the worldwide, perpetual and irrevocable right for the Contributors and the Licensee Group Companies, and Charity (including use by scientists funded and/or employed by the Licensee, on behalf Charity) to: 2.2.1 use the Licensed Intellectual Property for the purpose of itself and the Licensee Group Companies, hereby accepts from the Licensor, a non-transferablecommercial scientific research carried out by or for or under their respective direction in accordance with their respective charitable and/or academic status, non-sub-licensable (except as set forth whether alone or in Clause 3.3) sole licence to use the Licensor’s Trade Marks but only collaboration with a third party or third parties and whether sponsored or funded, in whole or in part, by any third party including any commercial entity; and 2.2.2 make publications in relation to the Composite Trade Marks (except as set forth Licensed Intellectual Property and any results of research using the same in Clause 3.2) accordance with generally accepted academic practice. 2.3 The Company shall be entitled to grant sub-licences in relation to respect of the Services in the Territory; provided that (x) except as otherwise set forth in Clause 3.2.7 or Clause 3.8, and notwithstanding any other provision of rights granted under this Agreement, not later provided that:- 2.3.1 any sub-licence granted by the Company shall be expressed to terminate automatically on the termination of this Agreement for any reason; 2.3.2 the Company shall ensure that there are included in the terms of any sub-licence like obligations and undertakings on the part of the Sub-Licensee for the benefit of the Charity as are contained in this Agreement (including Clause 9 (indemnity) and Clause 14 (confidentiality) and, if further tiers of sub-licensing is allowed, this Clause 2.3) and shall further ensure that all Sub-Licensees duly comply with the same; Confidential treatment has been requested for certain portions of this exhibit pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934, as amended. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Confidential portions are marked: [***]. 2.3.3 no sub-licence shall be granted to a Tobacco Party; 2.3.4 the sub-licence (other than a sublicence with an Affiliate) shall be entered into on an arms-length basis reflecting the market value of the rights granted; and 2.3.5 the Company shall provide CRT with a copy of such sub-licence within thirty (30) days after of entering into it. 2.4 Any breach of Clause 2.3 shall be deemed to be a material breach. 2.5 The grant of any sub-licence shall be without prejudice to the Licensor shall have ceased to hold at least fifty (50) per cent Company’s obligations under this Agreement. Any act or omission of any such Sub-Licensee which, if it were the act or omission of the Licensee’s outstanding Capital Stock (but in no event earlier than 1 October 2015)Company would be a breach of any of the provisions of this Agreement, will be deemed to be a breach of this Agreement shall, subject by the Company who will be liable to Clause 11.3, terminate CRT accordingly. 2.6 CRT will provide the Company with respect any Long Term Survival Data as and when the Charity has completed collection of the same. 2.7 Subject to the Licensee’s restrictions, pre-approvals and limitations as outlined in Section 6.1 and Schedule 7A of the Licensee Group Companies’ CTOA, the Company hereby grants to the Charity a non-exclusive, royalty free licence under the Company Intellectual Property (including the right to use the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5, and upon such termination, the Licensee shall, and shall ensure that each Licensee Group Company shall, immediately discontinue the use of the acronym “RBS” as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5; (yMaterials) except in the limited instances set forth on Schedule 5, the Licensee shall not, and shall ensure that each Licensee Group Company shall not, at any time during its use of the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks, use it in connection with the operation of the Licensee’s retail banking business or the marketing, promotion or sale of retail banking services; and (z) if the Licensee seeks to rebrand any product or Service which, as of the commencement of the relevant rebranding initiative for such product or Service, is branded using the Composite Trade Marks, and such rebranding provides for the cessation of use of Charity and scientists funded by the Composite Trade Marks with respect Charity to such product or Service, then this Agreement shall, subject to Clause 11.4, without the need for notice adapt and effective as of the date of completion (but in no event more than sixty (60) days after the commencement) of the relevant rebranding initiative, terminate with respect to the Licensee’s right to use the Composite Trade Marks in relation to Product Manufacturing Process and make and have made Products and Related Products for non-commercial research purposes, provided that such product or Service. The Licensee shall develop a project plan with respect to each rebranding initiative described in sub-clause (z) above and shall provide a copy of such project plan to the Licensor with reasonable notice prior to the commencement of the rebranding initiative. The dates of commencement and completion of such rebranding initiative shall be determined in accordance with the relevant project plan (it being understood that any such rebranding initiative shall research will not be deemed to have commenced to the extent the Licensee engages in customary testing or pre-launch activities (not to exceed ninety (90) days) in a test market to determine the viability and/or logistics associated with the full-scale public rollout of any such rebranding initiative). 3.2. Nothing in this Agreement shall or is intended to permit the Licensee, the Licensee Group Companies or the Permitted Sub-licensees to use the Licensor’s Trade Marks (i) except as a component of a Composite Trade Xxxx, or (ii) for any purposes other than those set out in Clause 3.1 include clinical research without the prior written consent of the LicensorCompany which shall be in Company’s sole control, provided howeveron a case-by-case basis, that and subject to establishment of a clinical trial agreement providing Company with appropriate safeguards and indemnities for such trial. 2.8 If, within one year of the terms Effective Date of this Agreement, Company wishes to publish or publicly disclose the Licensee and Clinical Trial Results, it will first provide a copy of such intended disclosure to the Licensee Group Companies Charity for its review at least thirty (30) days prior to the intended date of submission for publication or public disclosure. Charity will complete its review of such intended disclosure within thirty (30) days of receipt. If, during its thirty (30) day review period, Charity reasonably determines that information contained within such intended disclosure will materially impact the ability of Charity, CRT, or a Contributor to publish results of, or to protect any Intellectual Property Rights arising from, the Clinical Trial, Company will, at its discretion, either remove such information prior to disclosure or delay disclosure for up to ninety (90) days to allow for protection or publication. If Charity does not respond within thirty (30) days of receipt, it shall be permitted deemed to continue have consented to use: 3.2.1 the Daisy Design by itself on the interior and exterior intended disclosure. The foregoing provisions of the properties owned this Clause 2.8 shall not apply to disclosure of Clinical Trial Results, or leased any portion thereof, by the Licensee or any Licensee Group Company; 3.2.2 the Daisy Design by itself as a design element in plastic debit or credit cards issued by the Licensee or any Licensee Group Company; 3.2.3 the Daisy Design by itself as an environmental element in traditional and in-store branches and administrative offices of the Licensee or any Licensee Group Company as a wall super graphic, window vinyl pattern, media xxxx xxxx or podium; 3.2.4 the Daisy Design by itself as a design element in incidental promotional items and employee accessories (e.g., pens, ties, pins, cuff links and golf shirts) that use the Daisy Design produced by the Licensee or any Licensee Group Company for their own use, but solely to the extent required for (a) satisfying mandatory reporting and only disclosure obligations under United States and other securities laws; or (b) to existing licensors or sublicensors of the Company in the manner used as of 1 June 2014; 3.2.5 the Daisy Design by itself as a design element in printed materials and collateral (e.g. internal Microsoft PowerPoint templates, memorandum templates etc) order to comply with reporting obligations in existence as at the date of 1 June 2014; 3.2.6 this agreement under Third Party Licences, provided that in the Daisy Design by itself in online applications used case of (b) the disclosure shall be limited to only information as may be reasonably required by the Licensee or any Licensee Group Company (including its mobile application having the Daisy Design as the icon, the App Store icon on the iTunes site, the icon for a technology application known as Relay Initiative, which provides for an electronic message to be sent to loan applicants upon submission of a loan application, Third Party Licence and all checking and savings pages on xxxxxxxxxxxx.xxx and xxxxxxxxxx.xxx) as of 1 June 2014; and 3.2.7 the Daisy Design and the Licensor’s “RBS” xxxx, each either by itself or together as a combined trade xxxx, as design elements in internal, non-customer facing technology applications, but solely to the extent and only in the manner used on such applications by the Licensee or any Licensee Group Company as of 1 June 2014; provided that the Licensee and any such Licensee Group Company shall cease any and all such uses by 1 October 2017. 3.3. The Licensee and the Licensee Group Companies shall have no right to sub-licence the Licensor’s Trade Marks or the Composite Trade Marks without the prior written consent of the Licensor, which consent shall be given or withheld at the Licensor’s sole and absolute discretion. Notwithstanding the foregoing, the Licensee shall, subject to the terms third party that is receiving the information being bound by confidentiality obligations that are no less restrictive than those that the Company is bound by under this Agreement in respect of confidential information disclosed to it by the Charity . Confidential treatment has been requested for certain portions of this Agreement, have the right to grant sub-licences under the licence granted to the Licensee exhibit pursuant to Clause 3.1 to the Permitted Sub-licensees, pursuant to the Permitted Sub-licence Agreement, without the prior written consent a request for confidential treatment under Rule 24b-2 of the LicensorExchange Act of 1934, as amended. Neither Licensee nor any Permitted Sub-licensee may amend, modify or otherwise change the Permitted Sub-licence Agreement without the prior written consent of the Licensor to the extent such amendment, modification or other change relates to or otherwise affects the Licensor’s Trade Marks or the Composite Trade Marks in any respect. The Licensee shall remain responsible Confidential materials omitted and fully liable at all times to the Licensor for any acts, omissions or default on the part of the Permitted Sub-licensees, and any action, omission or default by any Permitted Sub-licensee that would constitute a breach of this Agreement if it were an action, omission or default by the Licensee, shall constitute a breach of this Agreement by the Licensee. For the avoidance of doubt, no Permitted Sub-licensee shall, at any time, have any greater right to use the Licensor’s Trade Marks than the Licensee, each Permitted Sub-licensee’s right to use the Licensor’s Trade Marks shall be consistent filed separately with the terms of the Permitted Sub-licence Agreement Securities and shall automatically terminate upon and to the extent of any expiration or termination of this AgreementExchange Commission. Confidential portions are marked: [***]. 3.4. If: 3.4.1 at any time during the Initial Term, the Licensee or any Licensee Group Company (an “Acquiring Party”) acquires another depository institution, where such acquired institution becomes a Licensee Group Company (the “Acquired Bank”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Bank, however the licence granted in Clause 3.1 shall not extend to any depositary institution acquired after the Initial Term; and 3.4.2 at any time during the Initial Term or the Extended Term, an Acquiring Party acquires one or more bank branches (each an “Acquired Branch”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Branch. 3.5. The Licensee acknowledges and confirms that the Licensor reserves the right to use or licence the Licensor’s Trade Marks in the Territory in any manner at the Licensor’s sole discretion; provided that the Licensor shall not sub-licence the Daisy Design in the Territory to any third party in relation to the Services except for (i) transitional purposes in connection with a sale or disposition of a business or (ii) the Licensor’s own purposes (including to a vendor providing services to Licensor or any of its affiliates or in connection with any joint venture or other strategic partnership or alliance). 3.6. The Licensor may, at the Licensor’s sole and absolute discretion, add to, delete or vary any of the Licensor’s Trade Marks (it being understood that the Licensee and the Licensee Group Companies shall not be required to add, delete or vary any of the Licensor’s Trade Marks from the manner in which the Licensee or the Licensee Group Companies are using any of the Licensor’s Trade Marks as of 1 June 2014 as part of the Composite Trade Marks or as otherwise permitted hereunder). 3.7. The Licensee shall not be in breach of the terms of Clause 3.1 solely by reason of using the Composite Trade Marks (or the Daisy Design by itself to the extent permitted under Clause 3.2) on an Internet website that is accessible from outside the Territory, so long as the website is targeted at persons inside the Territory. 3.8. The parties acknowledge and agree that with respect to any plastic debit or credit card issued by the Licensee or any Licensee Group Company as of 1 October 2015 which uses the Licensor’s “RBS” xxxx as a design element on any such debit or credit card, whether in combination with the Daisy Design and/or the Existing Composite Trade Marks, the Licensee or the Licensee Group Company, as applicable, shall not be required to recall and/or reissue such debit or credit cards immediately after 1 October 2015; provided that (i) to the extent any such debit or credit card needs to be reissued by the Licensee or any Licensee Group Company in the ordinary course after the Commencement Date, whether due to expiration or replacement of such debit or credit card for any reason, any reissue of such debit or credit card shall have all uses of, and references to, the Licensor’s “RBS” xxxx removed and (ii) in any event, any and all of the Licensee’s and the Licensee Group Companies’ plastic debit and credit cards which use the Licensor’s “RBS” xxxx as a design element shall be recalled and reissued by the Licensee and/or the Licensee Group Companies, as applicable, no later than 1 October 2017 so that all uses of, and references to, the Licensor’s “RBS” xxxx are removed and no longer used in connection therewith. For the avoidance of doubt, the Licensee and the Licensee Group Companies shall only be permitted to use the Licensor’s “RBS” xxxx with respect to any plastic debit or credit card, as contemplated in this Clause 3.8, solely to the extent and only in the manner such “RBS” xxxx was used on such debit or credit card as of 1 June 2014. 3.9. For the avoidance of doubt, and notwithstanding anything herein to the contrary, each Licensee Group Company shall be licensed hereunder only for so long as such Licensee Group Company is and remains a wholly-owned Subsidiary of the Licensee.

Grant of Licence. 3.1. 2.1 Subject to the terms and conditions of this Agreement, hereof and in consideration of the payment covenants and undertakings given by the Licensee of the Licence FeesSG, the Licensor GTI hereby grants to SG for the Licensee period of the Term pursuant to Clause 16 and the Licensee Group Companies, and the Licensee, on behalf of itself and the Licensee Group Companies, hereby accepts from the Licensor, (where applicable) any additional period pursuant to Clause 17: 2.1.1 a nonroyalty-transferable, non-sub-licensable (except as set forth in Clause 3.3) sole free licence to use the Licensor’s Trade Marks but only in relation Technology to the Composite Trade Marks (except as set forth in Clause 3.2) in relation to the Services produce and manufacture in the Territory; provided that Manufacturing Territory on a sole and exclusive basis the Products and other pulp-formed products (x) except as otherwise set forth the "Manufacturing Licence"); 2.1.2 a royalty-free licence to promote, market, distribute and sell in Clause 3.2.7 or Clause 3.8the Distribution Territory on a non-exclusive basis the Products and other pulp-formed products produced and/or manufactured under the Manufacturing Licence (the "Distribution Licence"); 2.1.3 a royalty-free non-exclusive licence to make improvements to, and notwithstanding any other provision of this Agreementfurther commercially exploit, not later than thirty (30) days after the Licensor shall have ceased to hold at least fifty (50) per cent Technology for the purpose of the Licensee’s outstanding Capital Stock Manufacturing Licence (but in no event earlier than 1 October 2015the "Improvement Licence"), this Agreement shall, subject to Clause 11.3, terminate with respect to the Licensee’s and the Licensee Group Companies’ right ; 2.1.4 a royalty-free non-exclusive licence to use the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5, and upon such termination, the Licensee shall, and shall ensure that each Licensee Group Company shall, immediately discontinue the use of the acronym “RBS” as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5; (y) except in the limited instances set forth on Schedule 5, the Licensee shall not, and shall ensure that each Licensee Group Company shall not, at any time during its use of the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks, use it Trademarks in connection with the operation exercise of SG's rights under the Licensee’s retail banking business or Manufacturing Licence (the marketing, promotion or sale of retail banking services"TM-Manufacturing Licence"); and (z) if the Licensee seeks to rebrand any product or Service which, as of the commencement of the relevant rebranding initiative for such product or Service, is branded using the Composite Trade Marks, and such rebranding provides for the cessation of use of the Composite Trade Marks with respect to such product or Service, then this Agreement shall, subject to Clause 11.4, without the need for notice and effective as of the date of completion (but in no event more than sixty (60) days after the commencement) of the relevant rebranding initiative, terminate with respect to the Licensee’s right and 2.1.5 a royalty-free non-exclusive licence to use the Composite Trade Marks Trademarks and the Marketing Documentation in relation to such product or Service. The Licensee shall develop a project plan with respect to each rebranding initiative described in sub-clause (z) above and shall provide a copy of such project plan to the Licensor with reasonable notice prior to the commencement of the rebranding initiative. The dates of commencement and completion of such rebranding initiative shall be determined in accordance connection with the relevant project plan exercise of SG's rights under the Distribution Licence (it being understood that any such rebranding initiative shall not be deemed to have commenced to the extent the Licensee engages in customary testing or pre"TM-launch activities (not to exceed ninety (90) days) in a test market to determine the viability and/or logistics associated with the full-scale public rollout of any such rebranding initiativeDistribution Licence"). 3.2. Nothing in this Agreement shall or is intended to permit 2.2 SG may at any time grant a sub-licence under the LicenseeManufacturing Licence, the Licensee Group Companies or Distribution Licence, the Permitted SubImprovement Licence and the TM-licensees Manufacturing Licence to use the Licensor’s Trade Marks (i) except as a component of a Composite Trade Xxxx, or (ii) for any purposes other than those set out SG Manufacturing Subsidiary provided that: 2.2.1 SG shall ensure that there are included in Clause 3.1 without the prior written consent of the Licensor, provided however, that subject to the terms of this Agreement, the Licensee and the Licensee Group Companies shall be permitted to continue to use: 3.2.1 the Daisy Design by itself on the interior and exterior of the properties owned or leased by the Licensee or any Licensee Group Company; 3.2.2 the Daisy Design by itself as a design element in plastic debit or credit cards issued by the Licensee or any Licensee Group Company; 3.2.3 the Daisy Design by itself as an environmental element in traditional and in-store branches and administrative offices of the Licensee or any Licensee Group Company as a wall super graphic, window vinyl pattern, media xxxx xxxx or podium; 3.2.4 the Daisy Design by itself as a design element in incidental promotional items and employee accessories (e.g., pens, ties, pins, cuff links and golf shirts) that use the Daisy Design produced by the Licensee or any Licensee Group Company for their own use, but solely to the extent and only in the manner used as of 1 June 2014; 3.2.5 the Daisy Design by itself as a design element in printed materials and collateral (e.g. internal Microsoft PowerPoint templates, memorandum templates etc) in existence as of 1 June 2014; 3.2.6 the Daisy Design by itself in online applications used by the Licensee or any Licensee Group Company (including its mobile application having the Daisy Design as the icon, the App Store icon on the iTunes site, the icon for a technology application known as Relay Initiative, which provides for an electronic message to be sent to loan applicants upon submission of a loan application, and all checking and savings pages on xxxxxxxxxxxx.xxx and xxxxxxxxxx.xxx) as of 1 June 2014; and 3.2.7 the Daisy Design and the Licensor’s “RBS” xxxx, each either by itself or together as a combined trade xxxx, as design elements in internal, non-customer facing technology applications, but solely to the extent and only in the manner used on such applications by the Licensee or any Licensee Group Company as of 1 June 2014; provided that the Licensee and any such Licensee Group Company shall cease any and all such uses by 1 October 2017. 3.3. The Licensee and the Licensee Group Companies shall have no right to sub-licence the Licensor’s Trade Marks or like obligations and undertakings on the Composite Trade Marks without part of SG Manufacturing Subsidiary as are contained in this Agreement and shall further ensure that SG Manufacturing Subsidiary duly observes and performs the prior written consent same; and 2.2.2 such sub-licence shall terminate upon SG Manufacturing Subsidiary ceasing to be a Group Member of the Licensor, which consent shall be given or withheld SG. 2.3 SG may at the Licensor’s sole and absolute discretion. Notwithstanding the foregoing, the Licensee shall, subject to the terms of this Agreement, have the right to any time grant sub-licences under the licence granted Distribution Licence and the TM-Distribution Licence to: 2.3.1 the Group Members of SG (including but not limited to the Licensee pursuant SG Manufacturing Subsidiary); and 2.3.2 subject to Clause 3.1 to the Permitted Sub-licensees, pursuant to the Permitted Sub-licence Agreement, without the prior written consent of GTI (which shall not be unreasonably withheld or delayed), any third parties (excluding the Licensor. Neither Licensee nor Group Members of SG), provided that SG shall ensure that there are included in the terms of any Permitted Sub-licensee may amend, modify or otherwise change the Permitted Subsuch sub-licence Agreement without the prior written consent of the Licensor to the extent such amendment, modification or other change relates to or otherwise affects the Licensor’s Trade Marks or the Composite Trade Marks in any respect. The Licensee shall remain responsible like obligations and fully liable at all times to the Licensor for any acts, omissions or default undertakings on the part of the Permitted Sub-licensees, and any action, omission or default by any Permitted Subsub-licensee that would constitute a breach of as are contained in this Agreement if it were an action, omission or default by the Licensee, shall constitute a breach of this Agreement by the Licensee. For the avoidance of doubt, no Permitted Sub-licensee shall, at any time, have any greater right to use the Licensor’s Trade Marks than the Licensee, each Permitted Sub-licensee’s right to use the Licensor’s Trade Marks shall be consistent with the terms of the Permitted Sub-licence Agreement and shall automatically terminate upon further ensure that all sub-licensees duly observe and perform the same. In the case of Clause 2.3.2, GTI's failure to respond to SG's request for GTI's consent within 5 Business Days after receipt shall be deemed GTI's consent to the extent grant of any expiration or termination of this Agreement. 3.4. If: 3.4.1 at any time during the Initial Term, the Licensee or any Licensee Group Company (an “Acquiring Party”) acquires another depository institution, where such acquired institution becomes a Licensee Group Company (the “Acquired Bank”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Bank, however the licence granted in Clause 3.1 shall not extend to any depositary institution acquired after the Initial Term; and 3.4.2 at any time during the Initial Term or the Extended Term, an Acquiring Party acquires one or more bank branches (each an “Acquired Branch”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Branch. 3.5. The Licensee acknowledges and confirms that the Licensor reserves the right to use or licence the Licensor’s Trade Marks in the Territory in any manner at the Licensor’s sole discretion; provided that the Licensor shall not sub-licence the Daisy Design in the Territory to any third party in relation licences by SG to the Services except for (i) transitional purposes in connection with a sale or disposition of a business or (ii) the Licensor’s own purposes (including to a vendor providing services to Licensor or any of its affiliates or in connection with any joint venture or other strategic partnership or alliance)third party. 3.6. The Licensor may, at the Licensor’s sole and absolute discretion, add to, delete or vary any of the Licensor’s Trade Marks (it being understood that the Licensee and the Licensee Group Companies shall not be required to add, delete or vary any of the Licensor’s Trade Marks from the manner in which the Licensee or the Licensee Group Companies are using any of the Licensor’s Trade Marks as of 1 June 2014 as part of the Composite Trade Marks or as otherwise permitted hereunder). 3.7. The Licensee shall not be in breach of the terms of Clause 3.1 solely by reason of using the Composite Trade Marks (or the Daisy Design by itself to the extent permitted under Clause 3.2) on an Internet website that is accessible from outside the Territory, so long as the website is targeted at persons inside the Territory. 3.8. The parties acknowledge and agree that with respect to any plastic debit or credit card issued by the Licensee or any Licensee Group Company as of 1 October 2015 which uses the Licensor’s “RBS” xxxx as a design element on any such debit or credit card, whether in combination with the Daisy Design and/or the Existing Composite Trade Marks, the Licensee or the Licensee Group Company, as applicable, shall not be required to recall and/or reissue such debit or credit cards immediately after 1 October 2015; provided that (i) to the extent any such debit or credit card needs to be reissued by the Licensee or any Licensee Group Company in the ordinary course after the Commencement Date, whether due to expiration or replacement of such debit or credit card for any reason, any reissue of such debit or credit card shall have all uses of, and references to, the Licensor’s “RBS” xxxx removed and (ii) in any event, any and all of the Licensee’s and the Licensee Group Companies’ plastic debit and credit cards which use the Licensor’s “RBS” xxxx as a design element shall be recalled and reissued by the Licensee and/or the Licensee Group Companies, as applicable, no later than 1 October 2017 so that all uses of, and references to, the Licensor’s “RBS” xxxx are removed and no longer used in connection therewith. For the avoidance of doubt, the Licensee and the Licensee Group Companies shall only be permitted to use the Licensor’s “RBS” xxxx with respect to any plastic debit or credit card, as contemplated in this Clause 3.8, solely to the extent and only in the manner such “RBS” xxxx was used on such debit or credit card as of 1 June 2014. 3.9. For the avoidance of doubt, and notwithstanding anything herein to the contrary, each Licensee Group Company shall be licensed hereunder only for so long as such Licensee Group Company is and remains a wholly-owned Subsidiary of the Licensee.

Grant of Licence. 3.1. Subject 2.1 In consideration for the payments to the terms and conditions of this Agreementbe made by Genesis Biopharma to CRT pursuant to Clause 4, and in consideration of the payment by the Licensee of the Licence Fees, the Licensor CRT hereby grants to Genesis Biopharma an exclusive worldwide right and licence under all of its rights in the Licensee Licensed Intellectual Property to research, develop, use, keep, make, have made, market, distribute, sell, offer to sell, advertise or otherwise dispose of Products in the Field. Genesis Biopharma hereby acknowledges that as of the Commencement Date it is already in possession of the Licensed Know How and Licensed Materials and CRT is under no obligation to provide further quantities of such Licensed Know How and Licensed Materials. 2.2 Subject to Clause 2.3, the Licensee Group Companies, and the Licensee, on behalf of itself and the Licensee Group Companies, hereby accepts from the Licensor, a non-transferable, non-sub-licensable (except as set forth licence granted in Clause 3.3) sole licence to use the Licensor’s Trade Marks but only 2.1 shall, in relation to the Composite Trade Marks (except as set forth in Clause 3.2) in relation to the Services a particular country in the Territory, terminate on: 2.2.1 the expiry of the relevant Licensed Patent in the relevant country; or 2.2.2 ten years after the date that the first therapeutic Product was placed on the market in such country, whichever is the later. 2.3 It is acknowledged and agreed that: 2.3.1 this Agreement shall be subject to the academic research rights granted to the University under the Licensed Intellectual Property; and 2.3.2 CRT shall have the right to license the Licensed Intellectual Property to academic and research institutions other than the University, including, for the avoidance of doubt, Cancer Research UK, for non-commercial research purposes only, provided that (xi) except as otherwise set forth such research does not involve and does not envisage (a) the disclosure of Confidential Information, or Licensed Intellectual Property that is not in Clause 3.2.7 the public domain or Clause 3.8, and notwithstanding (b) the licence of any other provision of this Agreement, not later than thirty (30) days after the Licensor shall have ceased to hold at least fifty (50) per cent of the Licensee’s outstanding Capital Stock (but in no event earlier than 1 October 2015), this Agreement shall, subject Licensed Intellectual Property to Clause 11.3, terminate with respect to the Licensee’s and the Licensee Group Companies’ right to use the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5, and upon such termination, the Licensee shall, and shall ensure that each Licensee Group Company shall, immediately discontinue the use of the acronym “RBS” as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5; (y) except in the limited instances set forth on Schedule 5, the Licensee shall a Third Party who is not a not, and shall ensure that each Licensee Group Company shall not, at any time during its use of the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks, use it in connection with the operation of the Licensee’s retail banking business -for-profit or the marketing, promotion or sale of retail banking servicespublicly funded organisation; and (zii) if any licence between CRT and the Licensee seeks to rebrand any product or Service which, as of the commencement of the relevant rebranding initiative for such product or Service, is branded using the Composite Trade Marks, and such rebranding provides for the cessation of use of the Composite Trade Marks with respect to such product or Service, then this Agreement shall, subject to Clause 11.4, without the need for notice and effective as of the date of completion (but in no event more than sixty (60) days after the commencement) of the relevant rebranding initiative, terminate with respect to the Licensee’s right to use the Composite Trade Marks in relation to such product or Service. The Licensee Third Party licensee shall develop a project plan with respect to each rebranding initiative described in subbe non-clause (z) above transferable and shall provide a copy that such Third Party shall have no rights to sublicense any of such project plan its rights under the Licensed Intellectual Property. Prior to the Licensor with reasonable notice prior CRT granting any licence pursuant to the commencement of the rebranding initiative. The dates of commencement and completion of such rebranding initiative this Clause 2.3.2 CRT shall be determined in accordance with the relevant project plan (it being understood that first obtain from any such rebranding initiative shall not be deemed prospective licensee undertakings relating to have commenced to the extent the Licensee engages in customary testing or pre-launch activities (not to exceed ninety (90) days) in a test market to determine the viability and/or logistics associated with the full-scale public rollout of any such rebranding initiative). 3.2. Nothing in this Agreement shall or is intended to permit the Licensee, the Licensee Group Companies or the Permitted Sub-licensees to use the Licensor’s Trade Marks (i) except as a component of a Composite Trade Xxxx, or (ii) for any purposes other confidentiality and publication on terms no less onerous than those set out in Clause 3.1 without 9. GB 0000011 2.4 Genesis Biopharma shall have the right to grant Sub-licences of any or all of the rights granted to it pursuant to Clause 2.1 to a Third Party or an Affiliate if, in respect of each Sub-licence, Genesis Biopharma ensures that CRT’s rights under this Agreement are maintained and that Genesis Biopharma meets the material terms and conditions of the Agreement. In the case of the grant of a Sub-licence to a Third Party only, Genesis Biopharma shall obtain the prior written consent of the LicensorCRT, provided such consent not to be unreasonably withheld or delayed, provided, however, that subject CRT’s failure to provide written “good cause” denial of consent within thirty (30) Business Days after Genesis Biopharma requests consent to grant a Sub-licence shall be deemed to be consent. Notwithstanding anything to the terms contrary set forth herein, (i) Genesis Biopharma shall have the right to grant Sub-licences of any or all of the rights granted to it pursuant to Clause 2.1 to any Affiliate of Genesis Biopharma without obtaining CRT’s prior written consent and (ii) Genesis Biopharma shall also have the right, without obtaining CRT’s prior written consent, to enter into a sub-contract manufacturing, co-marketing or distribution agreement with a Third Party under which Genesis Biopharma appoints a Third Party as its agent to manufacture, promote or sell Products. Within thirty (30) Business Days of the grant of any Sub-licence to a Third Party, Genesis Biopharma shall provide CRT with a true copy of the Sub-licence signed by Genesis Biopharma and such Third Party, at Genesis Biopharma’s own expense. Any Sub-licence that is granted in breach of this Clause 2.4 shall be void. Without prejudice to Genesis Biopharma’s obligation to seek CRT’s consent to grant Sub-licences to Third Parties as set forth under this Clause 2.4, any Sub-licence granted by Genesis Biopharma to a Third Party shall be presumed to meet the requirements of this Clause 2.4 if it shall: 2.4.1 be granted on an arm’s length basis reflecting the arms length fair market value for 100% cash consideration; 2.4.2 provide that the Sub-licence shall terminate automatically on termination for whatever reason of this Agreement; 2.4.3 provide that the Third Party with whom the Sub-licence has been entered into shall undertake to allow Genesis Biopharma access to such Third Party’s books and records relating to the calculation of Net Sales of Products, and Genesis Biopharma undertakes to include in its books and records or make available to CRT all Net Sales information and records it receives from such Third Party relating to Products; 2.4.4 provide that, in the event of termination of this Agreement, the Licensee and Third Party Sub-licensee shall have the Licensee Group Companies right, for a period of ninety (90) Business Days following the date of termination, to sell off stocks of Product held by it at the date of termination; and 2.4.5 prohibit the assignment of the Sub-licence to any Third Party; provided, however, that Genesis Biopharma shall be permitted to continue to use: 3.2.1 the Daisy Design by itself on the interior and exterior of the properties owned or leased by the Licensee or any Licensee Group Company; 3.2.2 the Daisy Design by itself as a design element in plastic debit or credit cards issued by the Licensee or any Licensee Group Company; 3.2.3 the Daisy Design by itself as an environmental element in traditional and inpermit such Third Party Sub-store branches and administrative offices of the Licensee or any Licensee Group Company as a wall super graphic, window vinyl pattern, media xxxx xxxx or podium; 3.2.4 the Daisy Design by itself as a design element in incidental promotional items and employee accessories (e.g., pens, ties, pins, cuff links and golf shirts) that use the Daisy Design produced by the Licensee or any Licensee Group Company for their own use, but solely to the extent and only in the manner used as of 1 June 2014; 3.2.5 the Daisy Design by itself as a design element in printed materials and collateral (e.g. internal Microsoft PowerPoint templates, memorandum templates etc) in existence as of 1 June 2014; 3.2.6 the Daisy Design by itself in online applications used by the Licensee or any Licensee Group Company (including its mobile application having the Daisy Design as the icon, the App Store icon on the iTunes site, the icon for a technology application known as Relay Initiative, which provides for an electronic message to be sent to loan applicants upon submission of a loan application, and all checking and savings pages on xxxxxxxxxxxx.xxx and xxxxxxxxxx.xxx) as of 1 June 2014; and 3.2.7 the Daisy Design and the Licensor’s “RBS” xxxx, each either by itself or together as a combined trade xxxx, as design elements in internal, non-customer facing technology applications, but solely to the extent and only in the manner used on such applications by the Licensee or any Licensee Group Company as of 1 June 2014; provided that the Licensee and any such Licensee Group Company shall cease any and all such uses by 1 October 2017. 3.3. The Licensee and the Licensee Group Companies shall have no right licensee to sub-license the rights granted to it under the Sub-licence, provided that (1) Genesis Biopharma shall ensure that the terms of such sub-sub-licence the Licensor’s Trade Marks or the Composite Trade Marks without the prior written consent of the Licensor, which consent shall be given or withheld at the Licensor’s sole and absolute discretion. Notwithstanding the foregoing, the Licensee shall, subject to comply with the terms of this Agreement, have the right to grant sub-licences under the licence granted to the Licensee pursuant to Clause 3.1 to the Permitted Sub-licensees, pursuant to the Permitted Sub-licence Agreement, without the prior written consent of the Licensor. Neither Licensee nor any Permitted Sub-licensee may amend, modify or otherwise change the Permitted Sub-licence Agreement without the prior written consent of the Licensor to the extent such amendment, modification or other change relates to or otherwise affects the Licensor’s Trade Marks or the Composite Trade Marks in any respect. The Licensee shall remain responsible 2.4 mutatis mutandis; and fully liable at all times to the Licensor for any acts, omissions or default on the part of the Permitted Sub-licensees, and any action, omission or default by any Permitted Sub-licensee that would constitute a breach of this Agreement if it were an action, omission or default by the Licensee, shall constitute a breach of this Agreement by the Licensee. For the avoidance of doubt, no Permitted Sub-licensee shall, at any time, have any greater right to use the Licensor’s Trade Marks than the Licensee, each Permitted Sub-licensee’s right to use the Licensor’s Trade Marks shall be consistent with (2) the terms of the Permitted Subsub-sub-licence Agreement prohibit the sub-licensing of the rights granted thereunder and Genesis Biopharma shall, at its own cost, provide a copy of each sub-sub-licence to CRT as soon as possible after completion. 2.5 Any breach of Clauses 2.3 or 2.4 shall automatically terminate upon and to the extent of any expiration or termination be a material breach of this Agreement. 3.4. If: 3.4.1 at 2.6 In the event that this Agreement is terminated by Genesis Biopharma pursuant to Clause 10.5 hereof, CRT agrees that it will not directly or indirectly contact or contract with any time during the Initial TermSub-licensee or sub-sub-licensee of Genesis Biopharma, the Licensee or enter into any Licensee Group Company (an “Acquiring Party”) acquires another depository institution, where such acquired institution becomes a Licensee Group Company (the “Acquired Bank”), the licence granted in Clause 3.1 shall extend, at the discretion of the contractual arrangement with any Sub-Licensee, to such Acquired Bank, however the licence granted sub-sub-licensee or competitor of Genesis Biopharma in Clause 3.1 shall not extend regard to any depositary institution acquired Licensed Intellectual Property, for a period of one (1) year after the Initial Term; and 3.4.2 at any time during the Initial Term or the Extended Term, an Acquiring Party acquires one or more bank branches (each an “Acquired Branch”), the licence granted in Clause 3.1 shall extend, at the discretion such termination of the Licensee, to such Acquired Branch. 3.5this Agreement. The Licensee acknowledges and confirms that the Licensor reserves the right to use or licence the Licensor’s Trade Marks in the Territory in any manner at the Licensor’s sole discretion; provided that the Licensor shall not sub-licence the Daisy Design in the Territory to any third party in relation to the Services except for (i) transitional purposes in connection with a sale or disposition of a business or (ii) the Licensor’s own purposes (including to a vendor providing services to Licensor or any of its affiliates or in connection with any joint venture or other strategic partnership or alliance). 3.6. The Licensor may, at the Licensor’s sole and absolute discretion, add to, delete or vary any of the Licensor’s Trade Marks (it being understood that the Licensee and the Licensee Group Companies shall not be required to add, delete or vary any of the Licensor’s Trade Marks from the manner in which the Licensee or the Licensee Group Companies are using any of the Licensor’s Trade Marks as of 1 June 2014 as part of the Composite Trade Marks or as otherwise permitted hereunder). 3.7. The Licensee shall not be in breach of the terms of Clause 3.1 solely by reason of using the Composite Trade Marks (or the Daisy Design by itself to the extent permitted under Clause 3.2) on an Internet website that is accessible from outside the Territory, so long as the website is targeted at persons inside the Territory. 3.8. The parties acknowledge and agree that with respect to any plastic debit or credit card issued by the Licensee or any Licensee Group Company as of 1 October 2015 which uses the Licensor’s “RBS” xxxx as a design element on any such debit or credit card, whether in combination with the Daisy Design and/or the Existing Composite Trade Marks, the Licensee or the Licensee Group Company, as applicable, shall not be required to recall and/or reissue such debit or credit cards immediately after 1 October 2015; provided that (i) to the extent any such debit or credit card needs to be reissued by the Licensee or any Licensee Group Company in the ordinary course after the Commencement Date, whether due to expiration or replacement of such debit or credit card for any reason, any reissue of such debit or credit card shall have all uses of, and references to, the Licensor’s “RBS” xxxx removed and (ii) in any event, any and all of the Licensee’s and the Licensee Group Companies’ plastic debit and credit cards which use the Licensor’s “RBS” xxxx as a design element shall be recalled and reissued by the Licensee and/or the Licensee Group Companies, as applicable, no later than 1 October 2017 so that all uses of, and references to, the Licensor’s “RBS” xxxx are removed and no longer used in connection therewith. For the avoidance of doubt, the Licensee and the Licensee Group Companies shall only be permitted to use the Licensor’s “RBS” xxxx with respect to any plastic debit or credit card, as contemplated in this Clause 3.8, solely to the extent and only in the manner such “RBS” xxxx was used on such debit or credit card as of 1 June 2014. 3.9. For the avoidance of doubt, and notwithstanding anything herein to the contrary, each Licensee Group Company shall be licensed hereunder only for so long as such Licensee Group Company is and remains a wholly-owned Subsidiary of the Licensee.GB 0000012

Grant of Licence. 3.1. Subject to the terms and conditions of this Agreement, and in 2.1 In consideration of the payment by the Licensee of the Licence Fees$1 AUD, receipt of which is hereby acknowledged, the Licensor hereby grants to the Licensee and the Licensee Group Companies, and the Licensee, on behalf of itself and the Licensee Group Companies, hereby accepts from the Licensor, a Alpharma: 2.1.1 an exclusive non-transferable, non-sub-licensable (except as set forth in Clause 3.3) sole transferable licence to use the Licensor’s Trade Marks but only Know-How, and 2.1.2 an exclusive non-transferable licence under the Licensed Patents solely in relation either case for the purposes of applying for Product Licences worldwide. 2.2 The Licensor further hereby grants to Alpharma: 2.2.1 an exclusive licence under the Licensed Patents, and 2.2.2 an exclusive licence to use the Know-How in the Licensed Territory and in the USA or such other country as the Parties may hereafter agree prior to as well as after the grant of a Product Licence for that country, solely for the purposes in either case of developing and manufacturing the Licensed Products. 2.3 The Licensor further hereby grants to Alpharma an exclusive licence to use, market, have marketed, sell or otherwise commercially deal in Licensed Products manufactured under the licence set out in Clause 2.2 anywhere in the Licensed Territory (as that term is expanded from time to time concurrent with the issuance of new Product Licences). 2.4 Subject to the Composite Trade Marks terms of the sub-licences granted to Alpharma under the Third Party Licences, Alpharma shall be entitled to sub-license on a country by country basis any third party (except as set forth in Clause 3.2including any Affiliate of Alpharma) in relation under the rights granted under Clauses 2.2 and 2.3 but subject to the Services following conditions: 2.4.1 Alpharma shall have requested and obtained the Licensor's prior written consent to sub-license to the proposed sub-licensee (which consent may not be unreasonably withheld or delayed), provided, however, that such consent shall not be required in order for Alpharma to sub-license the rights granted to it under Clause 2.2 to either (i) the Alpharma Affiliate to whom Alpharma assigns the right to purchase the Operating Assets (as that term is defined in the Territory; provided that Asset Purchase Agreement) pursuant to clause 13.1 of the Asset Purchase Agreement, or (xii) except as otherwise set forth the Alpharma Affiliate which performs Alpharma's obligations under Clause 9.1; 2.4.2 the terms of the sub-licence shall have been previously approved by the Licensor and shall not thereafter be amended without the prior written consent in Clause 3.2.7 either case of the Licensor (which consent shall not be unreasonably withheld or Clause 3.8, delayed) and notwithstanding shall include in any other provision of event obligations on the sub-licensee which are equivalent to the obligations on Alpharma under this Agreement, not later than thirty (30) days after ; 2.4.3 the Licensor sub-licence shall have ceased to hold at least fifty (50) per cent prohibit the sub-licensee from granting further sublicences or from sub-contracting or assigning any of its rights and obligations under the Licensee’s outstanding Capital Stock (but in no event earlier than 1 October 2015), this Agreement sub-licence; 2.4.4 the sub-licence shall, subject to the Licensor exercising its rights under Clause 11.317.2.3(b), terminate with respect automatically on the termination of this Agreement for any reason or, if the sub-licensee is an Affiliate of Alpharma, on the sub-licensee ceasing to be such an Affiliate if the Licensor reasonably withholds its consent to the Licensee’s and the Licensee Group Companies’ right to use the Licensor’s “RBS” xxxx as part sub-licence continuing under Clause 2.7; and 2.4.5 within 30 days of the Existing Composite Trade Marks and in the instances set forth on Schedule 5, and upon such termination, the Licensee shall, and shall ensure that each Licensee Group Company shall, immediately discontinue the use execution of the acronym “RBS” as part of the Existing Composite Trade Marks and in the instances set forth on Schedule 5; (y) except in the limited instances set forth on Schedule 5, the Licensee shall not, and shall ensure that each Licensee Group Company shall not, at any time during its use of the Licensor’s “RBS” xxxx as part of the Existing Composite Trade Marks, use it in connection with the operation of the Licensee’s retail banking business or the marketing, promotion or sale of retail banking services; and (z) if the Licensee seeks to rebrand any product or Service which, as of the commencement of the relevant rebranding initiative for such product or Service, is branded using the Composite Trade Marks, and such rebranding provides for the cessation of use of the Composite Trade Marks with respect to such product or Service, then this Agreement shall, subject to Clause 11.4, without the need for notice and effective as of the date of completion (but in no event more than sixty (60) days after the commencement) of the relevant rebranding initiative, terminate with respect to the Licensee’s right to use the Composite Trade Marks in relation to such product or Service. The Licensee shall develop a project plan with respect to each rebranding initiative described in sub-clause licence (zor any amendment thereto) above and shall provide a copy of such project plan Alpharma providing to the Licensor a true copy of it. 2.5 Alpharma undertakes to cause any sub-licensee to comply fully and promptly with reasonable notice prior its obligations under any sub-licence (or any amendment thereto) and to procure that each sub-licensee shall comply with the commencement terms of this Agreement mutatis mutandis. 2.6 Alpharma shall indemnify the Licensor against any loss, damages, liabilities, costs, claims or expenses which the Licensor may suffer or incur as a result of any failure by Alpharma to comply with Clause 2.5 or any failure by any sub-licensee to comply with its obligations under the relevant sub-licence and the terms of this Agreement. 2.7 If a sub-licensee is an Affiliate of Alpharma, then, in the event that such sublicensee ceases to be such an Affiliate, Alpharma shall notify the Licensor forthwith and the Licensor shall, within 30 days of such notification, inform Alpharma whether it consents to such sub-licence continuing, such consent not to be unreasonably withheld If the Licensor refuses its consent, Alpharma shall cause such sub-licence to terminate immediately. 2.8 For the purposes of this Clause 2, any distributor or sales agent appointed by Alpharma on an arms length basis solely for the sale of the rebranding initiative. The dates of commencement and completion of such rebranding initiative shall be determined in accordance with the relevant project plan (it being understood that any such rebranding initiative Licensed Products shall not be deemed to have commenced be a sub-licensee, provided that such person is given no rights by Alpharma to use any of the extent Know-How, the Licensee engages in customary testing Third Party Know-How, the Licensed Patents or pre-launch activities (not to exceed ninety (90) days) in a test market to determine the viability and/or logistics associated with Third Party Patents other than for the full-scale public rollout purposes of any such rebranding initiative)distribution and sale of the Licensed Products. 3.2. Nothing in this Agreement shall or is intended 2.9 The Parties agree to permit the Licensee, the Licensee Group Companies or the Permitted Sub-licensees to use the Licensor’s Trade Marks (i) except execute a formal licence agreement substantially as a component of a Composite Trade Xxxx, or (ii) for any purposes other than those set out in Schedule E for the purposes of registering any patent licence granted pursuant to Clause 3.1 without the prior written consent of 2.2. 2.10 Without limiting either Alpharma or the Licensor, provided however, that subject 's right to the reject any terms of this Agreementor conditions not acceptable to it, the Licensee Parties further agree to co-operate and take such steps before Closing as may be reasonable to procure on or before Closing the Licensee Group Companies shall be permitted to continue to use: 3.2.1 the Daisy Design by itself on the interior and exterior execution of the properties owned or leased by the Licensee or any Licensee Group Company; 3.2.2 the Daisy Design by itself as a design element in plastic debit or credit cards issued by the Licensee or any Licensee Group Company; 3.2.3 the Daisy Design by itself as an environmental element in traditional and in-store branches and administrative offices of the Licensee or any Licensee Group Company as a wall super graphic, window vinyl pattern, media xxxx xxxx or podium; 3.2.4 the Daisy Design by itself as a design element in incidental promotional items and employee accessories (e.g., pens, ties, pins, cuff links and golf shirts) that use the Daisy Design produced by the Licensee or any Licensee Group Company for their own use, but solely to the extent and only in the manner used as of 1 June 2014; 3.2.5 the Daisy Design by itself as a design element in printed materials and collateral (e.g. internal Microsoft PowerPoint templates, memorandum templates etc) in existence as of 1 June 2014; 3.2.6 the Daisy Design by itself in online applications used by the Licensee or any Licensee Group Company (including its mobile application having the Daisy Design as the icon, the App Store icon on the iTunes site, the icon for a technology application known as Relay Initiative, which provides for an electronic message to be sent to loan applicants upon submission of a loan application, and all checking and savings pages on xxxxxxxxxxxx.xxx and xxxxxxxxxx.xxx) as of 1 June 2014; and 3.2.7 the Daisy Design and the Licensor’s “RBS” xxxx, each either by itself or together as a combined trade xxxx, as design elements in internal, non-customer facing technology applications, but solely to the extent and only in the manner used on such applications by the Licensee or any Licensee Group Company as of 1 June 2014; provided that the Licensee and any such Licensee Group Company shall cease any and all such uses by 1 October 2017. 3.3. The Licensee and the Licensee Group Companies shall have no right to sub-licence the Licensor’s Trade Marks or the Composite Trade Marks without the prior written consent of the Licensor, which consent shall be given or withheld at the Licensor’s sole and absolute discretion. Notwithstanding the foregoing, the Licensee shall, subject to the terms of this Agreement, have the right to grant appropriate sub-licences under the Third Party Licences and consents from the Third Party Licensors. Said sub-licences and consents shall, in form and substance satisfactory to each of Alpharma and the Licensor, contain terms and conditions appropriate to carry out the intent of this Agreement including (a) to effect, on the Effective Date, a valid and enforceable sub-licence granted of the rights of the Licensor under the Third Party Licences, and (b) to effect, subject only to the Licensee pursuant occurrence of the Intellectual Property Transfer Date, the valid and enforceable transfer to Clause 3.1 Alpharma of the rights of the Licensor under the Third Party Licences; all in a form granting Alpharma rights equivalent to those of the "licensee" under the Third Party Licences, and the territory to which the sub-licences extend shall be coextensive with the Licensed Territory under this Agreement as the Licensed Territory is defined from time to time during the course of this Agreement; the sub-licences shall be exclusive for so long as the licences granted under Clauses 2.2 and 2.3 remain exclusive so that, if for any reason any such licences become non-exclusive in any country, the sub-licences shall become non-exclusive in the same manner; and payments by Alpharma (to the Permitted Sub-licensees, pursuant Licensor prior to the Permitted Sub-licence AgreementIntellectual Property Transfer Date and to the Third Party Licensors thereafter) shall be limited to the payment of royalties, without such royalties to be no greater than the prior written consent of the Licensor. Neither Licensee nor any Permitted Sub-licensee may amend, modify or otherwise change the Permitted Sub-licence Agreement without the prior written consent of royalties payable by the Licensor to the extent such amendment, modification or other change relates to or otherwise affects the Licensor’s Trade Marks or the Composite Trade Marks in any respect. The Licensee shall remain responsible and fully liable at all times to the Licensor for any acts, omissions or default on the part of the Permitted Sub-licensees, and any action, omission or default by any Permitted Sub-licensee that would constitute a breach of this Agreement if it were an action, omission or default by the Licensee, shall constitute a breach of this Agreement by the Licensee. For the avoidance of doubt, no Permitted Sub-licensee shall, at any time, have any greater right to use the Licensor’s Trade Marks than the Licensee, each Permitted Sub-licensee’s right to use the Licensor’s Trade Marks shall be consistent with Third Party Licensors under the terms of the Permitted Sub-licence Agreement and shall automatically terminate upon and to Third Party Licences as in existence at the extent of any expiration or termination date of this Agreement. 3.4. If: 3.4.1 at any time during the Initial Term, the Licensee or any Licensee Group Company (an “Acquiring Party”) acquires another depository institution, where such acquired institution becomes a Licensee Group Company (the “Acquired Bank”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Bank, however the licence granted in Clause 3.1 shall not extend to any depositary institution acquired after the Initial Term; and 3.4.2 at any time during the Initial Term or the Extended Term, an Acquiring Party acquires one or more bank branches (each an “Acquired Branch”), the licence granted in Clause 3.1 shall extend, at the discretion of the Licensee, to such Acquired Branch. 3.5. The Licensee acknowledges and confirms that the Licensor reserves the right to use or licence the Licensor’s Trade Marks in the Territory in any manner at the Licensor’s sole discretion; provided that the Licensor shall not sub-licence the Daisy Design in the Territory to any third party in relation to the Services except for (i) transitional purposes in connection with a sale or disposition of a business or (ii) the Licensor’s own purposes (including to a vendor providing services to Licensor or any of its affiliates or in connection with any joint venture or other strategic partnership or alliance). 3.6. The Licensor may, at the Licensor’s sole and absolute discretion, add to, delete or vary any of the Licensor’s Trade Marks (it being understood that the Licensee and the Licensee Group Companies shall not be required to add, delete or vary any of the Licensor’s Trade Marks from the manner in which the Licensee or the Licensee Group Companies are using any of the Licensor’s Trade Marks as of 1 June 2014 as part of the Composite Trade Marks or as otherwise permitted hereunder). 3.7. The Licensee shall not be in breach of the terms of Clause 3.1 solely by reason of using the Composite Trade Marks (or the Daisy Design by itself to the extent permitted under Clause 3.2) on an Internet website that is accessible from outside the Territory, so long as the website is targeted at persons inside the Territory. 3.8. The parties acknowledge and agree that with respect to any plastic debit or credit card issued by the Licensee or any Licensee Group Company as of 1 October 2015 which uses the Licensor’s “RBS” xxxx as a design element on any such debit or credit card, whether in combination with the Daisy Design and/or the Existing Composite Trade Marks, the Licensee or the Licensee Group Company, as applicable, shall not be required to recall and/or reissue such debit or credit cards immediately after 1 October 2015; provided that (i) to the extent any such debit or credit card needs to be reissued by the Licensee or any Licensee Group Company in the ordinary course after the Commencement Date, whether due to expiration or replacement of such debit or credit card for any reason, any reissue of such debit or credit card shall have all uses of, and references to, the Licensor’s “RBS” xxxx removed and (ii) in any event, any and all of the Licensee’s and the Licensee Group Companies’ plastic debit and credit cards which use the Licensor’s “RBS” xxxx as a design element shall be recalled and reissued by the Licensee and/or the Licensee Group Companies, as applicable, no later than 1 October 2017 so that all uses of, and references to, the Licensor’s “RBS” xxxx are removed and no longer used in connection therewith. For the avoidance of doubt, the Licensee and the Licensee Group Companies shall only be permitted to use the Licensor’s “RBS” xxxx with respect to any plastic debit or credit card, as contemplated in this Clause 3.8, solely to the extent and only in the manner such “RBS” xxxx was used on such debit or credit card as of 1 June 2014. 3.9. For the avoidance of doubt, and notwithstanding anything herein to the contrary, each Licensee Group Company shall be licensed hereunder only for so long as such Licensee Group Company is and remains a wholly-owned Subsidiary of the Licensee.