Common use of Grant of Licenses Clause in Contracts

Grant of Licenses. (a) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection with the Business during the Term. Except as provided in Section 2.3, Licensee’s use of the Licensed Domain Names under the terms of this Agreement shall be free of any fees. (b) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section 2.3, Licensee’s use of the Licensed Content under the terms of this Agreement shall be free of any fees. (c) Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee’s Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Term. All rights in and to the Licensed Domain Names and Licensed Content not expressly granted herein are hereby reserved exclusively by Licensor. Licensee shall be responsible for the compliance of the terms and conditions of this Agreement by all of its sublicensees. Without limiting the foregoing, in the event any sublicensee undertakes any action (or inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) shall be deemed a breach by Licensee under this Agreement.

Grant of Licenses. (a) Subject to the terms and conditions set forth herein, including the payment when due of this Agreementany payments payable by Purchaser to Reliant under Sections 3.2 and 3.3, Licensor Reliant hereby grants to LicenseePurchaser, and Licensee Purchaser hereby accepts accepts, from Licensor, an exclusive, and after the Closing Date: (i) a non-transferable exclusive right and license, under all Intellectual Property Controlled by Reliant on the Closing Date (except as set forth in Section 10.7other than the Axid Xxxx and the Reliant Brands) and all Necessary Supplemental Reliant Intellectual Property to research, develop, make, have made, use, have used, offer for sale, sell, have sold, import and have imported the Product and/or any Additional Products in the Territory; (ii) a non-sublicensable exclusive right and license, under all Intellectual Property Controlled by Reliant on the Closing Date (except as provided other than the Axid Xxxx and the Reliant Brands) and all Necessary Supplemental Reliant Intellectual Property to manufacture and have manufactured the Product and/or any Additional Products outside the Territory solely for importation and sale by Purchaser, its Affiliates (and their licensees and sublicensees) in Section 2.1(c)the Territory; and (iii) the exclusive right and license to use the Licensed Domain Names (A) Oral Solution Xxxx and (B) the Product Trade Dress, in each case solely to identify the Product or an Additional Product that is not a Combination Product (each, an “Authorized Product”) in connection with the Business manufacture, use, sale and importation of the Authorized Product within the Territory (and the manufacture of the Authorized Product outside the Territory solely for use, sale and importation within the Territory), during the Term. Except as provided in Section 2.3, Licensee’s use of the Licensed Domain Names under the terms term of this Agreement shall be free of any fees. (b) Subject to and in accordance with the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to hereof. Purchaser shall not at any time use the Licensed Content Axid Xxxx, Oral Solution Xxxx or Product Trade Dress or any variations or confusingly similar marks thereto, outside the Territory or in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section 2.3, Licenseegoods other than Authorized Products without Reliant’s use of the Licensed Content under the terms of this Agreement shall be free of any fees. (c) Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju approval (which approval Reliant may grant or withhold in Reliant’s sole and Licensee’s Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Term. All rights in and to the Licensed Domain Names and Licensed Content not expressly granted herein are hereby reserved exclusively by Licensor. Licensee shall be responsible for the compliance of the terms and conditions of this Agreement by all of its sublicensees. Without limiting the foregoing, in the event any sublicensee undertakes any action (or inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inactionabsolute discretion), such action (or inaction) shall be deemed a breach by Licensee under this Agreement.

Grant of Licenses. (a) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection with the Business during the Term. Except as provided in Section 2.3, Licensee’s use of the Licensed Domain Names under the terms of this Agreement shall be free of any fees. (b) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section 2.3, Licensee’s use of the Licensed Content under the terms of this Agreement shall be free of any fees. (c) Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA any Leju and Licensee’s Affiliates that are controlled by SINA Leju Entity solely for the purpose of operating the Business during the Term. All rights in and to the Licensed Domain Names and Licensed Content not expressly granted herein are hereby reserved exclusively by Licensor. Licensee shall be responsible for the compliance of the terms and conditions of this Agreement by all of its sublicensees. Without limiting the foregoing, in the event any sublicensee undertakes any action (or inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) shall be deemed a breach by Licensee under this Agreement.

Grant of Licenses. (a) Subject to the terms and conditions of this Agreement, effective from and after the Distribution Declaration Date, Licensor hereby grants to LicenseeLicensee the perpetual, irrevocable, royalty-free right and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names Marks as trademarks in connection with the Business during design, manufacture (including the Term. Except as provided right to have manufactured), promotion, distribution, sale and resale throughout the world of Automotive Products, in Section 2.3connection with the provision, Licensee’s use promotion sale and resale throughout the world of the Automotive Services, and, if and when, New Products and Services are approved pursuant to Section 2.4, the design, manufacture, distribution, provision, promotion, sale and resale of New Products and Services. Subject to Pre-Existing Rights, the foregoing grant includes the right for Licensee to promote, distribute, and sell Licensed Domain Names under Products and Licensed Services over the terms of this Agreement shall be free of Internet, or any feessimilar or successor communications medium, or via any website. (b) Subject to Notwithstanding the terms foregoing, the scope of the rights and conditions of this Agreement, Licensor hereby grants to Licenseelicenses granted hereunder (including any exclusivity) shall be limited by, and Licensee hereby accepts from Licensorsubject to, an exclusivethe Pre-Existing Rights listed on Exhibit C hereto, nonin each case unless and until such Pre-transferable (except as set forth in Section 10.7) Existing Rights terminate. All trademark rights and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall licenses not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section 2.3, Licensee’s use of the Licensed Content expressly granted under the terms of this Agreement shall be free of any feesare reserved by Licensor. (c) Notwithstanding anything Licensee agrees that it will not use the Licensed Marks as trademarks in this Agreement to connection with the contrarydesign, Licensee has no right to sublicense any rights granted hereunder to any third partymanufacture, provision, promotion, distribution, or otherwise permit sale of any third party products or services other than Automotive Products, Automotive Services, or if and when approved New Products and Services. (d) Licensor further consents irrevocably to Licensee’s use of any Licensed Mxxx as part of the corporate name “TRW Automotive Inc.” Any variations to a Licensed Mxxx for use as part of Licensee's corporate name are subject to Licensor's approval such approval not to be withheld unreasonably. (e) Licensee shall not use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee’s Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Term. All rights in and to the Licensed Domain Names and Marks in any manner that may give the impression that the Licensed Content not expressly granted herein Marks are hereby reserved exclusively by Licensorthe property of the Licensee (unless such is the case. Licensee shall be responsible permitted to indicate on its letterhead, business cards, invoices, and other similar business documents, and on packaging and promotional materials for the compliance Licensed Products or Licensed Services, that Licensee is the “maker of,” or “distributor of” the Licensed Products or Licensed Services, or the licensee for the Licensed Marks, or words of the terms and conditions of this Agreement by all of its sublicensees. Without limiting the foregoing, in the event any sublicensee undertakes any action (or inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) shall be deemed a breach by Licensee under this Agreementlike import.

Grant of Licenses. (a) Subject 5.1 Licensor hereby grants to Licensee and Affiliates an exclusive license, including the right to grant sublicenses, under the Technical Information and Licensed Patents to practice methods and to manufacture, have manufactured, import, use, offer to sell, sell and otherwise dispose of products in the Field within the Licensed Territory. 5.2 With respect to any Licensor Improvements which are developed prior to the terms first commercial sale of an IVM Technology Product, Licensor's joint interest in Licensee Improvements developed during the Work Plan and conditions Licensor's rights in and to Joint Improvements, such Improvements and rights shall be deemed to be Technical Information and/or Licensed Patents, as the case may be, and shall be subject to the grant under Section 5.1. 5.3 With respect to Licensee Improvements which are developed during the Work Plan, Licensee's joint interest in Licensor Improvements developed during the Work Plan and Licensee's rights in and to Joint Improvements, Licensee hereby grants Licensor and Affiliates a royalty-free exclusive license, including the right to grant sublicenses, under any such Improvements to practice methods and manufacture, have manufactured, import, use, offer to sell, sell and otherwise dispose of this Agreementproducts outside the Field. 5.4 With respect to Licensor Improvements developed after the first commercial sale of IVM Technology Products, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection with the Business during the Term. Except as provided in Section 2.3, Licensee’s use of the Licensed Domain Names under the terms of this Agreement shall be free of any fees. (b) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section 2.3, Licensee’s use of the Licensed Content under the terms of this Agreement shall be free of any fees. (c) Notwithstanding anything in this Agreement to the contrary, Licensee has no exclusive right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee’s Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Term. All negotiate rights in and to such Licensor Improvements for use within the Licensed Domain Names Field for a period of sixty (60) days from Licensor's written disclosure to Licensee of such Licensor Improvements. 5.5 With respect to Licensee Improvements developed after the completion of the Work Plan, Licensee hereby grants to Licensor the exclusive right to negotiate rights in and Licensed Content not expressly to such Licensee Improvements for use outside the Field for a period of sixty (60) days from Licensee's written disclosure to Licensor of such Licensee Improvements. 5.6 The licenses granted herein are hereby reserved exclusively by Licensor. Licensee hereunder shall be responsible for the compliance effective as of the terms Effective Date and conditions shall include the right or the licensed party to sell and otherwise dispose of this Agreement by all of its sublicensees. Without limiting the foregoingproducts under it's own trademarks or any other trademarks, and separately or in the event combination with any sublicensee undertakes any action (or inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) shall be deemed a breach by Licensee under this Agreementother products.

Grant of Licenses. (a) Subject Effective as of the Closing, Sellers hereby grant to the terms Purchaser a non-exclusive, worldwide, irrevocable and conditions of this Agreementnon-terminable, Licensor hereby grants to Licenseeperpetual, and Licensee hereby accepts from Licensorroyalty-free, an exclusivefully paid-up, non-transferable (except as set forth in accordance with Section 10.77.01) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection license, with the Business during the Term. Except as provided in right to sublicense through multiple tiers of sublicenses (but subject to Section 2.31.10(c)), Licensee’s use of the Licensed Domain Names under the terms Product Licensed IP to Exploit the Product in all fields of this Agreement shall be free of any feesuse (“Purchaser License”). (b) Subject to Effective as of the terms and conditions of this AgreementClosing, Licensor Purchaser hereby grants to Licenseethe Sellers a non-exclusive, worldwide, irrevocable and Licensee hereby accepts from Licensornon-terminable, an exclusiveperpetual, royalty-free, fully paid-up, non-transferable (except as set forth in accordance with Section 10.77.01) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated license, with the Licensed Domain Names until right to sublicense through multiple tiers of sublicenses (but subject to Section 1.10(d)), under the earlier Closing Date IP Assets and Product IP to Exploit any product (other than a recombinant human collagen type VII product) in any field of (i) termination or expiration of this Agreement, or (ii) termination or expiration use outside of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section 2.3, Licensee’s use of the Licensed Content under the terms of this Agreement shall be free of any feesCovered Indication (“Sellers License”). (c) Notwithstanding anything in this Agreement The license granted to Purchaser under the contrary, Licensee has no Purchaser License shall include the right of Purchaser to grant sublicenses thereunder to any person. Any sublicense any rights of the Purchaser License granted hereunder to any third partyparty that is not an Affiliate of Purchaser shall be in writing (it being understood that, for the avoidance of doubt, nothing herein shall be construed as requiring Purchaser to provide a copy of such sublicense (or any other notice) to, or otherwise permit obtain consent from, Sellers in connection with granting any third party sublicense under the Purchaser License). Purchaser shall remain liable to use any Licensed Domain Names Sellers for all acts or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without omissions of its sublicensees under the prior written consent of Licensor, to SINA Leju and Licensee’s Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Term. All rights in and to the Licensed Domain Names and Licensed Content not expressly granted herein are hereby reserved exclusively by Licensor. Licensee shall be responsible for the compliance Purchaser License as if they were acts or omissions of the terms and conditions of this Agreement by all of its sublicensees. Without limiting the foregoing, in the event any sublicensee undertakes any action (or inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) shall be deemed a breach by Licensee Purchaser under this Agreement. (d) The license granted to Sellers under the Sellers License shall include the right of Sellers to grant sublicenses thereunder to any person. Any sublicense of the Sellers License granted to any third party that is a not an Affiliate of any Seller shall be in writing (it being understood that, for the avoidance of doubt, nothing herein shall be construed as requiring any Seller to provide a copy of such sublicense (or any other notice) to, or obtain consent from, Purchaser in connection with granting any sublicense under the Sellers License). Sellers shall remain liable to Purchaser for all acts or omissions of its sublicensees under the Sellers License as if they were acts or omissions of Sellers under this Agreement. (e) Without limiting the express representations and warranties of the parties set forth in Article III and Article IV, the Purchaser License and Sellers License are granted “as is” and Sellers and Purchaser each hereby disclaim any express or implied representations or warranties of any kind with respect to the Purchaser License and Sellers License, including those regarding merchantability, fitness for a particular purpose or non-infringement. Except for the Purchaser License and Sellers License, no other licenses of Intellectual Property are granted to Purchaser or Sellers under this Agreement.

Grant of Licenses. (a) 2.1 Subject to the terms and conditions of this Agreement, Licensor including the reservations set out in Sections 2.2, 2.3, 2.6, 2.7, and 2.9, below, STC hereby grants to LicenseeLICENSEE, to the extent of the Field of Use (subject to the provisions of Section 2.3, below) and Licensed Territory, an Exclusive License under the Licensed Patents to: (i) make, use, sell, offer for sale, and Licensee hereby accepts from Licensorimport Licensed Products and to provide Licensed Services; and (ii) to grant Commercial Sublicenses allowing a Commercial Sublicensee to make, use, sell, offer for sale, and import Licensed Products and to provide Licensed Services in accordance with the provisions of Section 2.6 below. 2.2 The LICENSEE acknowledges that, except for the STC Solely-Owned Patent, this Agreement grants rights with respect to Licensed Patents that are owned jointly by STC and Sandia, and that as of the Effective Date, STC and Sandia have entered into Commercialization Agreements only with respect to the Commercialization Agreement Licensed Patents. Unless and until STC and Sandia enter into a Commercialization Agreement with respect to the Other STC/Sandia Jointly Owned Licensed Patents, Sandia retains all rights of a joint patent owner with respect to the Other STC/Sandia Jointly Owned Licensed Patents, including the power to grant licenses with respect to the Other STC/Sandia Jointly Owned Licensed Patents. Following the Effective Date, STC agrees to use commercially reasonable efforts to negotiate and execute a Commercialization Agreement with Sandia with respect to each of the Other STC/Sandia Jointly Owned Licensed Patents. Upon the execution of a Commercialization Agreement by STC and Sandia with respect to an exclusiveOther STC/Sandia Jointly Owned Licensed Patent, such Other STC/Sandia Jointly Owned Licensed Patent shall be a Commercialization Agreement Licensed Patent under this Agreement. STC shall notify LICENSEE of the execution of each such Commercialization Agreement, and any limitations imposed by Sandia under the Commercialization Agreement, including any fields of use for which Sandia has retained the right to grant licenses. Upon the execution of a Commercialization Agreement by STC and Sandia with respect to an Other STC/Sandia Jointly Owned Licensed Patent, STC shall provide LICENSEE with a revised Exhibit A, reflecting the change of the applicable Other STC/Sandia Jointly Owned Licensed Patent to a Commercialization Agreement Licensed Patent under this Agreement. 2.3 The LICENSEE acknowledges that under the Commercialization Agreements, Sandia has, with respect to certain Commercialization Agreement Licensed Patents, retained the right to grant licenses to third parties except within certain fields of use as specified on attached Exhibit A. Under the Commercialization Agreements, and subject to the provisions of Section 2.7 and 2.9 below, Sandia agreed not to grant licenses to third parties within such fields of use. Consequently, notwithstanding the grant by STC under this Agreement of an Exclusive License with respect to all fields of use, Sandia has the rights to grant additional licenses to third parties with respect to any fields of use other than those specified on attached Exhibit A. For clarity, STC agrees that it shall not grant licenses to third parties under the Licensed Patents for any field of use despite the foregoing rights retained by Sandia. [*] 2.4 Except as expressly granted by STC to LICENSEE herein, all rights and entitlements in and to the Licensed Patents, whether now existing or that may hereafter come into existence, are reserved to STC. 2.5 This Agreement shall not be construed to confer any rights upon LICENSEE by implication or estoppel. 2.6 LICENSEE acknowledges and consents that, notwithstanding any provision of this Agreement, including the grant of the license granted under Section 2.1 to the Licensed Patents, the rights and licenses granted to LICENSEE under this Agreement to the Licensed Patents are subject to the reservation by University of a permanent, irrevocable, royalty-free, non-transferable exclusive right and license to use and practice the Licensed Patents at University for research, development, and educational purposes, including the right to use and practice the Licensed Patents for research and testing, including research and testing funded by third parties. The foregoing shall not be construed to reserve any right to use and practice a Licensed Patent for commercial applications or to produce Licensed Products or provide Licensed Services in quantities greater than reasonably required for research, development or educational purposes by the University. 2.7 LICENSEE acknowledges and consents that, notwithstanding any provision of this Agreement, including the grant of the license granted under Section 2.1 to the Licensed Patents, the rights and licenses granted to LICENSEE under this Agreement to the Licensed Patents are subject to the reservation by Sandia of a permanent, irrevocable, royalty-free, non-exclusive right and license to use and practice the Licensed Patents: (except a) for research, development, and educational purposes; and (b) to non-exclusively license the Licensed Patents as background intellectual property to CRADA Participants and WFO Sponsors solely for use in the conduct of the CRADA or WFO and not for the purposes of making, using, selling, or importing Licensed Products or providing Licensed Services. 2.8 STC also grants to LICENSEE and each Licensed Affiliate the right to sublicense the rights granted to LICENSEE and the Licensed Affiliate under this Agreement to Commercial Sublicensees, and to allow the Commercial Sublicensees to further sublicense such rights. LICENSEE and each Licensed Affiliate shall ensure that all uses of Licensed Patents and all development and distribution of Licensed Products or the provision of Licensed Services by each Commercial Sublicensee and each sublicensee of a Commercial Sublicensee 1) are consistent with the terms and conditions of this Agreement, and 2) return value to LICENSEE or the Licensed Affiliate commensurate, in the reasonable discretion of the LICENSEE or the Licensed Affiliate, with the benefits conferred on the Commercial Sublicensee by the Commercial Sublicense. LICENSEE and each Licensed Affiliate shall provide STC with a copy of each Commercial Sublicense, and any amendments thereto and a copy of each sublicense granted by any Commercial Sublicensee, and amendments thereto, promptly following the execution thereof. STC shall treat Commercial Sublicenses and each sublicense granted by any Commercial Sublicensee as Confidential Information of LICENSEE. LICENSEE and each Licensed Affiliate shall use commercially reasonable efforts to enforce its Commercial Sublicenses in accordance with the terms thereof. [*] 2.9 The Licensed Patents, or portions thereof, may have been developed with financial or other assistance through grants or contracts funded by the United States government. LICENSEE acknowledges that in accordance with Public Law 96-517 and other statutes, regulations, and Executive Orders as now exist or may be amended or enacted, the United States government may have certain rights in the Licensed Patents. LICENSEE shall take all action necessary to enable STC to satisfy its obligations under any federal law relating to the Licensed Patents, including any right of the United States government to a noncommercial use license. Without limiting the foregoing: (a) It is understood that the United States Government (through any of its agencies or otherwise) has funded research, Xxxxxxxx Xx. XX-XX00-00XX00000 Xxxxxx Xxxxxx DOE’s National Nuclear Security Administration, during the course of or under which the inventions described under the Licensed Patents were conceived or made. The United States Government is entitled, as a right, under 48 CFR 952.227-13, to a non-exclusive, non- transferable, irrevocable, paid-up license to practice or have practiced the inventions for governmental purposes. The parties also agree and understand that the United States Government retains “march-in” rights, in accordance with the procedures set forth in Section 10.7) 37 CFR 401.6 and non-sublicensable (except as provided in Section 2.1(c)) license any supplemental regulations promulgated by the DOE. Any rights or licenses granted to use the Licensed Domain Names in connection with the Business during the Term. Except as provided in Section 2.3, Licensee’s use of the Licensed Domain Names under the terms of LICENSEE pursuant to this Agreement shall be free of any feessubject to such rights. (b) Subject It is further understood that one or more of the Licensed Patents are subject inventions as defined under 35 U.S.C. §201(e), and that the United States Government has a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced for or on behalf of the United States the subject invention throughout the world (and in some cases the right to assign or have assigned foreign patent rights). The parties also agree and understand that the United States Government retains “march-in” rights, in accordance with 35 U.S.C. §203. The parties agree and understand that licensing of the Licensed Patents is subject to other restrictions, including that preferences be given to small business firms (35 U.S.C. §202(c)(7)(D) and for U.S. manufacturing (35 U.S.C. §204). 2.10 The parties agree that, notwithstanding anything to the contrary in Section 7(c)(ii) of the Sponsored Research Agreement by and between the University and LICENSEE, dated as of July 14, 2014 (the “Sponsored Research Agreement”), all patent applications on any inventions or discoveries covering or related to protocells that are owned by STC, and (a) name the same Inventors as any of the Licensed Patents and (b) are developed pursuant to the Sponsored Research Agreement, shall be added to this Agreement as a Licensed Patent and shall be subject to the terms and conditions of this Agreement, Licensor hereby grants including the royalty obligations set out herein, at LICENSEE’s election without the need for any further action by the parties upon the payment by LICENSEE to LicenseeSTC of $[*] for each such Licensed Patent LICENSEE elects to add to this Agreement in accordance with this Section 2.10. Such payment shall be due within thirty (30) days after LICENSEE’s election to add the applicable patent or patent application to this Agreement. STC will promptly notify LICENSEE of any such patent applications. In addition, the parties agree that to the extent that STC owns any rights under patents and Licensee hereby accepts from Licensor, an exclusive, non-transferable patent applications claiming any inventions or discoveries covering or related to protocells but that are not covered by subsections (except as set forth in Section 10.7a) and non-sublicensable (except b) above, the parties agree to discuss in good faith adding such patents or patent applications as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section 2.3, Licensee’s use of the Licensed Content under the terms of this Agreement shall be free of any fees. (c) Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee’s Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Term. All rights in and to the Licensed Domain Names and Licensed Content not expressly granted herein are hereby reserved exclusively by Licensor. Licensee shall be responsible for the compliance of the terms and conditions of this Agreement by all of its sublicensees. Without limiting the foregoing, in the event any sublicensee undertakes any action (or inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) shall be deemed a breach by Licensee Patents under this Agreement.. [*]

Grant of Licenses. (a) Subject 3.1. RCT hereby grants to Phylos a non-exclusive license under the LICENSED PATENTS to make LICENSED MONOBODIES, to have LICENSED MONOBODIES made, to USE LICENSED MONOBODIES in the manufacture of MANUFACTURED PRODUCTS, to SELL LICENSED MONOBODIES, to offer to SELL LICENSED MONOBODIES, and to import LICENSED MONOBODIES, free from suit by RCT for infringement of the PATENT CLAIMS in all countries of the world in which RCT has LICENSED PATENTS. No other or further license or right is granted or implied under this Agreement. No license or rights are granted or implied under any patent application or patent not in the LICENSED PATENTS. Except as expressly provided in Paragraph 3.2, Phylos shall have no right or power to grant sublicenses under the LICENSED PATENTS. 3.2. At such times as Phylos is not in material default under any of its obligations to RCT under this Agreement, Phylos shall have the right to extend the licenses granted under Paragraph 3.1 to AFFILIATES. Any such extension shall be in writing and shall be accepted in writing by any such AFFILIATE. All terms and conditions provisions of this Agreement, Licensor hereby grants except this right to Licenseeextend and the obligation to make payments under Paragraph 4.3, shall apply to such AFFILIATE to the same extent as they apply to Phylos. The operations and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) action of such AFFILIATE under such extension shall be deemed to be the operations and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection with the Business during the Term. Except as provided in Section 2.3, Licensee’s use actions of the Licensed Domain Names Phylos under the terms of this Agreement and Phylos shall be free of any fees. (b) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section 2.3, Licensee’s use of the Licensed Content under the terms of this Agreement shall be free of any fees. (c) Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee’s Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Term. All rights in and to the Licensed Domain Names and Licensed Content not expressly granted herein are hereby reserved exclusively by Licensor. Licensee shall be primarily responsible for the compliance performance by such AFFILIATE of the terms and conditions of this Agreement by all of its sublicenseesobligations hereunder. Without limiting the foregoingPhylos shall notify RCT promptly in writing of any such extension. If an AFFILIATE ceases to be an AFFILIATE, in the event any sublicensee undertakes any action (or inaction) that would be deemed a breach of this Agreement had Licensee taken license extended to such action (or inaction), such action (or inaction) shall be deemed a breach by Licensee AFFILIATE under this AgreementParagraph 3.2 shall terminate concurrently with such AFFILIATE’S ceasing to be an AFFILIATE. 3.3. Phylos may enter into arrangements with third parties, not an AFFILIATE, to promote, market distribute and SELL PRODUCTS on Phylos’ behalf. Phylos or such third parties may find it necessary or desirable that such third parties have a separate license to practice under the LICENSED PATENTS. Upon written request from Phylos, RCT shall reasonably consider, to facilitate Phylos’ business arrangements, the granting to such third parties such separate licenses [**] provided in Article 4 but at the [**] terms in other respects.

Grant of Licenses. (a) Subject CIMA hereby grants to Alamo an exclusive license for the term of this Agreement under the following assets to market, distribute and sell the Product in the Territory (such assets are referred to herein collectively as the "Licensed Assets"): (i) all current and future regulatory filings, approvals, registrations and governmental authorizations that relate to the terms and conditions Product in the Territory; and (ii) the CIMA Intellectual Property. (b) The license to Alamo will be exclusive in that CIMA will not grant any licenses of the Licensed Assets to any other Person with respect to the Product during the term of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection with the Business during the Term. Except as provided in Section 2.3, Licensee’s use of the Licensed Domain Names under the terms of this Agreement shall be free of any fees. (b) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section 2.3, Licensee’s use of the Licensed Content under the terms of this Agreement shall be free of any fees. (c) Notwithstanding anything In the event that Product is not commercially available in this Agreement any country of the Territory [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] from the date of Launch of the Product in the United States, CIMA and Alamo agrees as follows: (i) CIMA shall be entitled to solicit interest of third parties in making the Product commercially available in any such country or countries; (ii) prior to granting a license to a third party for Product, CIMA shall provide Alamo a notice of its intent to grant such license ("License Notice") in a specific country or countries and shall identify such country or countries in the License Notice; (iii) Subject to the contraryprovisions of clauses (iv) and (v) below, Licensee has no right Alamo shall provide CIMA a notice within forty-five (45) days of the License Notice that either: A) Alamo does not intend to sublicense market the Product in such country or countries, in which case Alamo's license to that country or countries shall terminate and CIMA shall be free to license the Product to such third party; or B) Alamo does intend to market the Product in such country or countries, in which case Alamo shall have [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] from the date of its notice to CIMA to demonstrate significant progress in developing the Product to market in such country or countries. If Alamo fails to demonstrate significant progress within [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] or fails thereafter to demonstrate continued active development in such country or countries, Alamo's license to the Product in that country or countries will terminate in 30 days after re-notification by CIMA that they desire to solicit interested third parties in such country or countries and with written agreement by Alamo, such agreement shall not be unreasonably withheld. (iv) In the event that CIMA licenses the product to a third party under this Section 2.1(c), Alamo shall be entitled to receive reimbursement of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of its out-of-pocket cost for developing the Product (as determined in accordance with sub paragraph (v) below, including amounts paid to CIMA) and [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of any rights granted hereunder royalties received by CIMA from sales of the Product under such license to any a third party, or otherwise permit any provided that Alamo cooperates with CIMA and such third party in obtaining regulatory approval for the Product, including providing access to use any Licensed Domain Names clinical data available to Alamo and any patent or Licensed Content; provided, however, that other licenses necessary to commercialize the Product in any rights granted to Licensee hereunder country or countries covered under the license from CIMA. (v) CIMA and Alamo shall negotiate in good faith the total amount of Alamo's out-of-pocket cost for developing the Product and a schedule for reimbursement of such costs. The reimbursement schedule shall be sublicensable, without based on the prior written consent scope of Licensor, the license or licenses granted by CIMA to SINA Leju the third party or parties and Licensee’s Affiliates that are controlled by SINA Leju solely the potential market for the purpose of operating the Business during the Term. All rights in and to the Licensed Domain Names and Licensed Content not expressly granted herein are hereby reserved exclusively by Licensor. Licensee shall be responsible for the compliance of the terms and conditions of this Agreement by all of its sublicensees. Without limiting the foregoing, Product in the event any sublicensee undertakes any action (country or inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) shall be deemed a breach by Licensee under this Agreementcountries.

Grant of Licenses. (a) 2.1 Subject to the terms and conditions of this Agreement, Licensor Overture, on behalf of itself and itsAffiliated Entities, hereby grants to LicenseeMIVA a worldwide, and Licensee hereby accepts from Licensor, an non-exclusive, non-transferable (except as set forth in Section 10.7) and subject to Article IX), non-sublicensable (except as set forth below in this Section 2.1), royalty-bearing, limited license under the Overture Patents to allow MIVA or a MIVA Subsidiary to operate (a) the Licensed Service on its own owned and operated websites (including but not limited to xxx.xxxxxxxx.xxx and xxx.xxxxxxxxx.xxx), as such Licensed Service has been provided prior to the Effective Date or as any modified or future version of such Licensed Service is provided from time to time after the Effective Date by MIVA or a MIVA Subsidiary, (b) any Private Label Service at any websites of (and in the name and based on the branding of) Private Label Partners of MIVA, as such Private Label Service has been provided prior to the Effective Date or as any modified or future version of such Private Label Service is provided at the websites of such Private Label Partners from time to time after the Effective Date by MIVA or a MIVA Subsidiary, and (c) other Licensed Services to which Overture expressly agrees in writing (in Overture’s sole and unfettered discretion, for any or no reason) the license of this Section 2.1(c)) 2.1 will apply. MIVA may sublicense its rights under the foregoing license to use MIVA Subsidiaries, provided that the Licensed Domain Names in connection with the Business during the Term. Except as provided in Section 2.3, Licensee’s use of the Licensed Domain Names under MIVA Subsidiaries are bound by the terms and conditions of this Agreement and (i) the rights of MIVA Subsidiaries shall be free no greater than those of MIVA and the sublicense shall not expand the scope or other terms of the license or other rights, and (ii) the sublicense and other rights of any feesMIVA Subsidiary shall terminate if and when such Entity ceases to be a MIVA Subsidiary. (b) 2.2 Subject to the terms and conditions of this Agreement, Licensor MIVA, on behalf of itself and its Affiliated Entities, hereby grants to LicenseeOverture and Yahoo! a worldwide, and Licensee hereby accepts from Licensor, an non-exclusive, non-transferable (except as set forth in Section 10.7) and subject to Article IX), non-sublicensable (except as provided set forth below in this Section 2.1(c2.2)) , royalty-free license under the MIVA Patents to use allow Overture and Yahoo! to operate their respective businesses in the Licensed Content Specified Field, whether now existing or hereafter commenced, including the making, using, having made, importing, selling and otherwise providing and distributing services and products in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreementbusinesses. Except as provided in Section 2.3, Licensee’s use of the Licensed Content Overture and Yahoo! may sublicense their rights under the terms of this Agreement shall be free of any fees. (c) Notwithstanding anything in this Agreement foregoing license to Overture/Yahoo! Subsidiaries, provided that the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee’s Affiliates that Overture/Yahoo! Subsidiaries are controlled bound by SINA Leju solely for the purpose of operating the Business during the Term. All rights in and to the Licensed Domain Names and Licensed Content not expressly granted herein are hereby reserved exclusively by Licensor. Licensee shall be responsible for the compliance of the terms and conditions of this Agreement by all and (i) the rights of its sublicensees. Without limiting the foregoing, in the event any sublicensee undertakes any action (or inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) Overture/Yahoo! Subsidiaries shall be deemed a breach by Licensee under this Agreement.no greater than those of Overture and Yahoo! and the sublicense shall not expand the scope or other terms of the license or other rights, and

Grant of Licenses. (a) Subject D.2.1. The Licensor hereby grants to the Licensee and the Licensee hereby accepts from the Licensor, upon the terms and conditions herein specified, a license under the Licensed Technology to develop, make, lease, sell, have developed, have made, use and otherwise dispose of this Licensed Products. This license under the Licensed Technology shall commence as of the Effective Date and shall continue in effect until the License Agreement is terminated for any of the reasons set forth in the Agreement, . This license shall be limited to the Licensed Field and the Licensed Territory. D.2.2. The Licensor hereby grants to Licensee, the Licensee and the Licensee hereby accepts from the Licensor, an exclusiveupon the terms and conditions herein specified, non-transferable (except a license under the Licensed Patents to develop, make, lease, sell, have developed, have made, use and otherwise dispose of Licensed Products. This license under the Licensed Patents shall be limited to the Licensed Field and the Licensed Territory, shall commence as of the Effective Date, and shall continue in effect until the expiration of the last patent application to be abandoned or the last patent to expire within the Licensed Patents, whichever is later, unless terminated earlier for any of the reasons set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) the Agreement. D.2.3. The license to use under the Licensed Domain Names in connection with Technology granted herein and the Business during license under the TermLicensed Patents granted herein shall have the following scope: D.2.3.1. Except as provided in Section 2.3In the licenses to the Licensee under the Licensed Technology and the Licensed Patents shall be exclusive and the Licensee shall have the right to issue to third parties, Licensee’s use hereinafter "Sublicensees," nonexclusive, royalty-bearing sublicenses under any of the Licensed Domain Names under Technology or the Licensed Patents on terms not inconsistent with the terms of this Agreement License Agreement, such right to issue sublicenses to remain in effect only while the licenses to the Licensee under the Licensed Technology and the Licensed Patents are exclusive, such sublicenses to be only within the Licensed Territory and the Licensed Field. D.2.3.2. In the Licensed Territory, the licenses to the Licensee under the Licensed Technology and the Licensed Patents shall be free nonexclusive and the Licensee shall have no right to issue sublicenses. D.2.4. The Licensee shall notify the Licensor of the issuance of any feessublicenses to any Sublicensees and shall promptly provide the Licensor with a copy thereof in the English language. The Licensee shall be responsible for the performance of its Sublicensees under any such sublicenses, including the payment of any royalties or other payments due under any such sublicenses or as a consequence of any such sublicenses. The Licensee shall not receive from Sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this License Agreement, without the express prior written permission of the Licensor. (b) Subject D.2.5. The Licensee shall pay to the terms and conditions Licensor one-half (1/2) of any sublicense issue fee or other consideration paid by any Sublicensee for any sublicense issued to a third party by the Licensee under this License Agreement, Licensor hereby grants . D.2.6. Upon written notice from the Licensee to Licensee, and Licensee hereby accepts from the Licensor, the Licensee may extend to an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration Affiliate of the Agency Licensee any of the licenses granted to the Licensee under this License Agreement, provided, however, that in the event the Agency Agreement is amended or restated, any such amendment or restatement Affiliate shall not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section 2.3, Licensee’s use of the Licensed Content under the terms of this Agreement shall be free of any fees. (c) Notwithstanding anything in this Agreement to the contrary, Licensee has have no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee’s Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Termissue sublicenses under such extended license. All rights in and to the Licensed Domain Names and Licensed Content not expressly granted herein are hereby reserved exclusively by Licensor. The Licensee shall be responsible for the compliance performance under this License Agreement of any Affiliate to which any license is extended pursuant to this Section D.2.7. Any Affiliate to whom a license is extended pursuant to this Section 2.7 shall be included within the terms and conditions definition of "Licensee" for the purposes of this Agreement by all of its sublicensees. Without limiting the foregoing, in the event any sublicensee undertakes any action (or inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) shall be deemed a breach by Licensee under this License Agreement.

Grant of Licenses. (a) Subject 2.1 The Licensor hereby grants to the Licensee and the Licensee hereby accepts from the Licensor, upon the terms and conditions herein specified, a license under the Licensed Technology to develop, make, lease, sell, have developed, have made, use and otherwise dispose of this Agreement, Licensed Products. This license under the Licensed Technology shall commence as of the Effective Date and shall continue in effect until the License Agreement is terminated for any of the reasons set forth in Section 15 hereof. This license shall be limited to the Licensed Field and the Licensed Territory. 2.2 The Licensor hereby grants to Licensee, the Licensee and the Licensee hereby accepts from the Licensor, an exclusiveupon the terms and conditions herein specified, non-transferable a license under the Licensed Patents (except subject to the nonexclusive worldwide license rights of the U.S. Government) to develop, make, lease, sell, have developed, have made, use and otherwise dispose of Licensed Products. This license under the Licensed Patents shall be limited to the Licensed Field and the Licensed Territory, shall commence as of the Effective Date, and shall continue in effect until the expiration of the last patent application to be abandoned or the last patent to expire within the Licensed Patents, whichever is later, unless terminated earlier for any of the reasons set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) 15 hereof. 2.3 The license to use under the Licensed Domain Names in connection with Technology granted herein under Section 2.1 and the Business during license under the Term. Except as provided in Licensed Patents granted herein under Section 2.32.2 shall have the following scope: 2.3.1 In the licenses to the Licensee under the Licensed Technology and the Licensed Patents shall be exclusive and the Licensee shall have the right to issue to third parties, Licensee’s use hereinafter "Sublicensees," nonexclusive, royalty-bearing sublicenses under any of the Licensed Domain Names under Technology or the Licensed Patents on terms not inconsistent with the terms of this Agreement License Agreement, such right to issue sublicenses to remain in effect only while the licenses to the Licensee under the Licensed Technology and the Licensed Patents are exclusive, such sublicenses to be only within the Licensed Territory and the Licensed Field. 2.3.2 In the Licensed Territory, with the exception of , the licenses to the Licensee under the Licensed Technology and the Licensed Patents shall be free nonexclusive and the Licensee shall have no right to issue sublicenses. 2.4 The Licensee shall notify the Licensor of the issuance of any feessublicenses to any Sublicensees and shall promptly provide the Licensor with a copy thereof in the English language. The Licensee shall be responsible for the performance of its Sublicensees under any such sublicenses, including the payment of any royalties or other payments due under any such sublicenses or as a consequence of any such sublicenses. The Licensee shall not receive from Sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this License Agreement, without the express prior written permission of the Licensor. (b) Subject 2.5 The Licensee shall pay to the terms Licensor one-half (1/2) of any sublicense issue fee or other consideration paid by any Sublicensee for any sublicense issued to a third party by the Licensee under this License Agreement. 2.6 The Licensor reserves the right to practice under the Licensed Patents and conditions of this Agreement, Licensor hereby grants to Licensee, use and distribute to third parties the Licensed Technology for its own noncommercial research purposes. 2.7 Upon written notice from the Licensee hereby accepts from to the Licensor, the Licensee may extend to an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration Affiliate of the Agency Licensee any of the licenses granted to the Licensee under this License Agreement, provided, however, that in the event the Agency Agreement is amended or restated, any such amendment or restatement Affiliate shall not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section 2.3, Licensee’s use of the Licensed Content under the terms of this Agreement shall be free of any fees. (c) Notwithstanding anything in this Agreement to the contrary, Licensee has have no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee’s Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Termissue sublicenses under such extended license. All rights in and to the Licensed Domain Names and Licensed Content not expressly granted herein are hereby reserved exclusively by Licensor. The Licensee shall be responsible for the compliance performance under this License Agreement of any Affiliate to which any license is extended pursuant to this Section 2.7. Any Affiliate to whom a license is extended pursuant to this Section 2.7 shall be included within the terms and conditions definition of "Licensee" for the purposes of this License Agreement. 2.8 Because this License Agreement by all of its sublicensees. Without limiting grants the foregoing, exclusive right to use or sell the Licensed Products in the event United States, the Licensee acknowledges that any sublicensee undertakes any action (Licensed Products embodying or inaction) that would produced through the use of those Licensed Patents under which the United States Government has license rights, will be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) shall be deemed a breach by Licensee under this Agreementmanufactured substantially in the United States.