Common use of Grant of Licenses Clause in Contracts

Grant of Licenses. 2.1 LICENSOR hereby grants to LICENSEE, subject to and consistent with the terms and conditions of Section 13 of the Manufacturing Agreement: (a) for the Licensed Products shipped by LICENSEE hereunder and installed with equipment supplied by Ion Beam Applications (IBA), an exclusive only as to Procure, or a substitute thereof in the medical device arena, non-revocable, fully paid up, royalty free, license, and privilege under the Licensed Patent in the Licensed Territory to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefit), and offer for sale the Licensed Products for the Field of Use; (b) for the first 20 Licensed Products shipped by LICENSEE hereunder and not installed with equipment supplied by IBA, an exclusive only as to Procure, or a substitute thereof in the medical device arena, non-revocable, fully paid up, royalty free, license, and privilege under the Licensed Patent in the Licensed Territory to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefit), and offer for sale the Licensed Products for the Field of Use; (c) for 21 or more of the Licensed Products shipped by LICENSEE hereunder, and not installed with equipment supplied by IBA, an exclusive only as to Procure, or a substitute thereof in the medical device arena, non-revocable, royalty-based license and privilege under the Licensed Patent in the Licensed Territory, to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefit), and offer for sale the Licensed Products for the Field of Use. The royalty under this section to be 20% of LICENSEE’s actual cost of goods of the Licensed Products provided hereunder, such cost of goods shall be disclosed by LICENSEE to LICENSOR within 30 days of the shipment of the 21st Licensed Product, 2.2 LICENSOR hereby grants to LICENSEE, subject to and consistent with the terms and conditions of Section 13 of the Manufacturing Agreement between LICENSOR and LICENSEE, a non-exclusive, fully paid up, royalty free, license, and privilege under the Licensed Trademarks in the Licensed Territory to use the Licensed Trademarks for the Licensed Products so long as LICENSEE has license under Section 2.1 above. In order that the use of the Licensed Trademarks may be effective, the LICENSEE shall maintain in the Licensed Products’ manufacture or services rendering, the same quality standard that LICENSEE uses in manufacturing the Licensed Products for the LICENSOR under the Manufacturing Agreement. The LICENSEE’s use of the Licensed Trademarks shall be conducted in a commercially reasonable manner, which maintains the associated goodwill, and reputation, which has been attributed to LICENSOR by its consumers and the public. All related advertising, promotional, and other related uses of the Licensed Trademarks by the LICENSEE shall conform to the Guidelines. 2.3 All Licensed Products for patient positioning systems will be sold by LICENSEE bearing LICENSOR’s label, which includes the Licensed Trademarks. LICENSOR shall provide the LICENSEE with written guidelines (the “Guidelines”), attached hereto as Exhibit A, regarding the appearance and use by the LICENSEE of the Licensed Trademarks, and the LICENSEE shall fully comply with any such Guidelines in all uses of the Licensed Trademarks. 2.4 During the term of this Agreement, LICENSEE acknowledges ownership of the Licensed Patent and Licensed Trademarks in LICENSOR and will do nothing inconsistent with such ownership or in denigration or tarnishment of same. LICENSEE recognizes LICENSOR’s title in and to the Licensed Patent and Licensed Trademarks and the validity thereof, and LICENSEE will not, in any way, in any country, during the term of this Agreement: (a) dispute or impugn such title or the validity of the Licensed Patent and Licensed Trademarks; (b) dispute or impugn the right of LICENSOR to the Licensed Patent and Licensed Trademarks; (c) dispute or impugn the right of LICENSOR to use the Licensed Patent and Licensed Trademarks; or (d) do or suffer to be done any act or thing which may in any way impair the right of LICENSOR in and to the Licensed Patent and Licensed Trademarks or any registration thereof. 2.5 LICENSOR may, at a commercially reasonable time and with reasonable notice, carry out an inspection of LICENSEE’s manufacturing facility or such other places of productions owned by LICENSEE so that compliance with the quality standards (“Quality Standards”) set by LICENSOR and attached hereto as Exhibit B may be verified. Any such inspection shall be at the sole cost and expense of the LICENSOR. Any inspection shall be subject to a confidentiality agreement between LICENSOR and LICENSEE mutually agreeable to the Parties before any inspection may take place.

Grant of Licenses. 2.1 LICENSOR 1.1 JL Sweden hereby grants to LICENSEELicensee during the Term a royalty-free, fully paid-up, exclusive, nontransferable license and right to use its Marks in connection with the sourcing and manufacture (provided that JL Sweden must pre-approve in writing any such sourcing and manufacture, which consent shall not be unreasonably withheld, delayed or conditioned), and in the United States, the marketing, promotion, advertising, distribution, and sale (including, without limitation, through the Licensee Web Store for sales only to customers located in the United States) of the products set forth on SCHEDULE B attached hereto and such other products and services as may be marketed, promoted, advertised, distributed or sold by JL Sweden, or any affiliate or licensee thereof, from time to time under one or more of the Marks (together with Apparel, as defined in SCHEDULE B, such products are referred to herein, collectively, as the "Licensed Products"); provided, however, that this license shall not apply to, and the Licensed Products shall not include, sunglasses, glasses, frames and related eyewear ("Eyewear"). JL Sweden hereby agrees that any and all trademark registrations applied for, or obtained by, or granted to it in the United States during the Term shall immediately and automatically become "Marks" licensed to Licensee hereunder and SCHEDULE A hereto shall be modified to include any such additional Marks. The license granted to Licensee hereunder shall include, subject to and consistent JL Sweden's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, the right to enter into sublicenses with service providers in connection with the terms sourcing, manufacture, marketing, promotion, advertising, distribution, and conditions of Section 13 sale of the Manufacturing Licensed Products; and 1.2 JL Sweden hereby grants to Licensee during the Term a royalty-free, fully paid-up, exclusive, nontransferable license and right to use, display, publicly perform, reproduce, distribute, transmit, deliver and otherwise make available the Licensed Content, on, through, in or in connection with the operation of the Licensee Web Store, subject to the provisions of this Agreement:; provided that Licensee shall not be permitted to modify or alter any Licensed Content without JL Sweden's prior written consent, except to edit text and adapt it to American English. (a) for As between JL Sweden and Licensee, all right, title and interest in and to the Marks and the Licensed Products shipped Content, together with all goodwill related thereto, shall be and remain the property of JL Sweden. Licensee hereby acknowledges and agrees that (i) except as set forth herein, Licensee has no rights, title or interest in or to the Marks or the Licensed Content and (ii) all use of the Marks and Licensed Content by LICENSEE hereunder Licensee and installed all goodwill arising out of such use by Licensee shall inure to the benefit of JL Sweden. Licensee's right to use the Marks and the Licensed Content is derived solely from this Agreement and is limited to the conduct of business by Licensee pursuant to and in compliance with equipment supplied by Ion Beam Applications (IBA)this Agreement. Licensee agrees that it will not knowingly engage, an exclusive only as to Procureparticipate, or otherwise, directly or indirectly, become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of any Mark. Any unauthorized use of the Markx xy Licensee is a substitute thereof breach of this Agreement. Licensee further agrees that all rights in the medical device arena, non-revocable, fully paid up, royalty free, license, Marks and privilege under the Licensed Patent in the Licensed Territory Content other than those specifically granted herein are reserved to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others JL Sweden for LICENSEE’s its own use and benefit), and offer for sale the Licensed Products for the Field of Use;. (b) for Licensee shall not, at any time during the first 20 Licensed Products shipped by LICENSEE hereunder Term or after the Term, contest the validity or ownership of any of the Marks or assist any other person in contesting the validity or ownership of the Marks. All provisions of this Agreement applicable to the Marks apply to any and not installed with equipment supplied by IBAall additional trademarks, an exclusive only as to Procure, or a substitute thereof in the medical device arena, non-revocable, fully paid up, royalty free, licenseservice marks, and privilege under commercial symbols authorized for use and licensed to Licensee by JL Sweden after the Licensed Patent in the Licensed Territory to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefit), and offer for sale the Licensed Products for the Field date of Use;this Agreement. (c) for 21 Licensee agrees to give such notices of trademark and service mark registrations as JL Sweden reasonably specifies and to obtain fictitious or more assumed name registrations as may be required under applicable law. Licensee shall not use any of the Licensed Products shipped Marks in any manner which has not been specified or approved in writing by LICENSEE hereunder, and not installed with equipment supplied by IBA, an exclusive only as to Procure, or a substitute thereof in the medical device arena, non-revocable, royalty-based license and privilege under the Licensed Patent in the Licensed Territory, to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefit), and offer for sale the Licensed Products for the Field of Use. The royalty under this section to be 20% of LICENSEE’s actual cost of goods of the Licensed Products provided hereunder, such cost of goods shall be disclosed by LICENSEE to LICENSOR within 30 days of the shipment of the 21st Licensed Product, 2.2 LICENSOR hereby grants to LICENSEE, subject to and consistent with the terms and conditions of Section 13 of the Manufacturing Agreement between LICENSOR and LICENSEE, a non-exclusive, fully paid up, royalty free, license, and privilege under the Licensed Trademarks in the Licensed Territory to use the Licensed Trademarks for the Licensed Products so long as LICENSEE has license under Section 2.1 above. In order that the use of the Licensed Trademarks may be effective, the LICENSEE shall maintain in the Licensed Products’ manufacture or services rendering, the same quality standard that LICENSEE uses in manufacturing the Licensed Products for the LICENSOR under the Manufacturing Agreement. The LICENSEE’s use of the Licensed Trademarks shall be conducted in a commercially reasonable mannerJL Sweden, which maintains the associated goodwillapproval shall not be unreasonably withheld, and reputation, which has been attributed to LICENSOR by its consumers and the public. All related advertising, promotional, and other related uses of the Licensed Trademarks by the LICENSEE shall conform to the Guidelinesdelayed or conditioned. 2.3 All Licensed Products for patient positioning systems will be sold by LICENSEE bearing LICENSOR’s label, which includes the Licensed Trademarks. LICENSOR shall provide the LICENSEE with written guidelines (the “Guidelines”), attached hereto as Exhibit A, regarding the appearance and use by the LICENSEE of the Licensed Trademarks, and the LICENSEE shall fully comply with any such Guidelines in all uses of the Licensed Trademarks. 2.4 During the term of this Agreement, LICENSEE acknowledges ownership of the Licensed Patent and Licensed Trademarks in LICENSOR and will do nothing inconsistent with such ownership or in denigration or tarnishment of same. LICENSEE recognizes LICENSOR’s title in and to the Licensed Patent and Licensed Trademarks and the validity thereof, and LICENSEE will not, in any way, in any country, during the term of this Agreement: (a) dispute or impugn such title or the validity of the Licensed Patent and Licensed Trademarks; (b) dispute or impugn the right of LICENSOR to the Licensed Patent and Licensed Trademarks; (c) dispute or impugn the right of LICENSOR to use the Licensed Patent and Licensed Trademarks; or (d) do If it becomes advisable at any time, in JL Sweden's sole discretion, for JL Sweden to modify or suffer discontinue the use of any Mark, and/or use one or more additionxx or substitute trade names, trademarks, service marks, or other commercial symbols, Licensee agrees to be done comply with JL Sweden's directions within a reasonable time after notice of the same to Licensee. Except as otherwise provided in Section 8(a), JL Sweden shall not have any act liability or thing which may in obligation to Licensee whatsoever with respect to the modification or discontinuance of any way impair the right of LICENSOR in Mark. (x) Any and all trademarks and all other improvements developed by Licensee or its affiliates and/or JL Sweden or its affiliates relating to the Licensed Patent and Products or the Licensed Trademarks or any registration thereof. 2.5 LICENSOR may, at a commercially reasonable time and with reasonable notice, carry out an inspection of LICENSEE’s manufacturing facility or such other places of productions owned by LICENSEE so that compliance with the quality standards (“Quality Standards”) set by LICENSOR and attached hereto as Exhibit B may be verified. Any such inspection Content shall be at and become the sole cost and expense absolute property of JL Sweden, and JL Sweden shall have the LICENSOR. Any inspection sole and exclusive right to copyright, register and protect such trademarks or improvements in JL Sweden's own name, and Licensee and its affiliates shall be subject have no right to a confidentiality agreement between LICENSOR copyright, register or make such trademarks or improvements in the name of Licensee or its affiliates; and LICENSEE mutually agreeable Licensee and/or its affiliates shall have no right to the Parties before any inspection may take placeuse such trademarks or improvements, except pursuant to this Agreement or as otherwise allowed or requested by JL Sweden in writing.

Grant of Licenses. 2.1 LICENSOR (a) In consideration of Aligos’s covenants and obligations hereunder, Emory hereby grants to LICENSEE, subject to and consistent with the terms and conditions of Section 13 of the Manufacturing Agreement: (a) for the Licensed Products shipped by LICENSEE hereunder and installed with equipment supplied by Ion Beam Applications (IBA), Aligos an exclusive only as to Procure, or a substitute thereof license in the medical device arena, non-revocable, fully paid up, royalty free, license, Field and privilege in the Territory under the Licensed Patent in the Licensed Territory Patents to make, importhave made, develop, use, offer to sell, have soldsell, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefit), import and offer for sale the export Licensed Products for the Field of Use;containing Licensed Compound(s). (b) for the first 20 Licensed Products shipped by LICENSEE hereunder In consideration of Aligos’s covenants and not installed with equipment supplied by IBAobligations hereunder, an exclusive only as Emory hereby grants to Procure, or Aligos a substitute thereof license in the medical device arena, non-revocable, fully paid up, royalty free, license, Field and privilege in the Territory under the Licensed Patent Patents to make, have made, develop, use, offer to sell, sell, import and export Licensed Products containing Enabled Compound(s). With respect to Licensed Products containing Enabled Compound(s) (x) jointly invented by (i) Aligos and (ii) Emory, Xxxxxxx X. Xxxxxxxx, and/or inventors in Xxxxxxx X. Xxxxxxxx’x laboratory, or (y) disclosed in the Licensed Territory Patent as published on September 14, 2017, but not included in Appendix C, this license set forth in this Section 2.1(b) shall be exclusive, even as to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefitEmory. With respect to Licensed Products containing all other Enabled Compound(s), and offer for sale the Licensed Products for the Field of Use;this license set forth in this Section 2.1(b) shall be non-exclusive. (c) for 21 or more In consideration of the Licensed Products shipped by LICENSEE Aligos’s covenants and obligations hereunder, and not installed with equipment supplied by IBA, an Emory hereby grants to Aligos a non-exclusive only as to Procure, or a substitute thereof license in the medical device arena, non-revocable, royalty-based license and privilege Territory under the Licensed Patent in Know-how for the Licensed Territorymanufacture, to makeuse, development, testing, marketing, export, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefit), and offer for sale the Licensed Products for the Field or sale of Use. The royalty under this section to be 20% of LICENSEE’s actual cost of goods of the Licensed Products provided hereunder, such cost of goods shall be disclosed by LICENSEE to LICENSOR within 30 days of the shipment of the 21st any Licensed Product, 2.2 LICENSOR hereby grants to LICENSEE, subject to and consistent with the terms and conditions of Section 13 of the Manufacturing Agreement between LICENSOR and LICENSEE, a non-exclusive, fully paid up, royalty free, license, and privilege under the Licensed Trademarks in the Licensed Territory to use the Licensed Trademarks for the Licensed Products so long as LICENSEE has license under Section 2.1 above. In order that the use of the Licensed Trademarks may be effective, the LICENSEE shall maintain in the Licensed Products’ manufacture or services rendering, the same quality standard that LICENSEE uses in manufacturing the Licensed Products for the LICENSOR under the Manufacturing Agreement. The LICENSEE’s use of the Licensed Trademarks shall be conducted in a commercially reasonable manner, which maintains the associated goodwill, and reputation, which has been attributed to LICENSOR by its consumers and the public. All related advertising, promotional, and other related uses of the Licensed Trademarks by the LICENSEE shall conform to the Guidelines. 2.3 All Licensed Products for patient positioning systems will be sold by LICENSEE bearing LICENSOR’s label, which includes the Licensed Trademarks. LICENSOR shall provide the LICENSEE with written guidelines (the “Guidelines”), attached hereto as Exhibit A, regarding the appearance and use by the LICENSEE of the Licensed Trademarks, and the LICENSEE shall fully comply with any such Guidelines in all uses of the Licensed Trademarks. 2.4 During the term of this Agreement, LICENSEE acknowledges ownership of the Licensed Patent and Licensed Trademarks in LICENSOR and will do nothing inconsistent with such ownership or in denigration or tarnishment of same. LICENSEE recognizes LICENSOR’s title in and to the Licensed Patent and Licensed Trademarks and the validity thereof, and LICENSEE will not, in any way, in any country, during the term of this Agreement: (a) dispute or impugn such title or the validity of the Licensed Patent and Licensed Trademarks; (b) dispute or impugn the right of LICENSOR to the Licensed Patent and Licensed Trademarks; (c) dispute or impugn the right of LICENSOR to use the Licensed Patent and Licensed Trademarks; or (d) do or suffer to be done any act or thing which may in any way impair the right of LICENSOR in and to the Licensed Patent and Licensed Trademarks or any registration thereof. 2.5 LICENSOR may, at a commercially reasonable time and with reasonable notice, carry out an inspection of LICENSEE’s manufacturing facility or such other places of productions owned by LICENSEE so that compliance with the quality standards (“Quality Standards”) set by LICENSOR and attached hereto as Exhibit B may be verified. Any such inspection shall be at the sole cost and expense of the LICENSOR. Any inspection shall be subject to a confidentiality agreement between LICENSOR and LICENSEE mutually agreeable to the Parties before any inspection may take place.

Grant of Licenses. 2.1 LICENSOR hereby grants 3.1. Subject to LICENSEE, subject to and consistent with the terms and conditions of Section 13 of the Manufacturing Agreement: (a) for the Licensed Products shipped by LICENSEE hereunder and installed with equipment supplied by Ion Beam Applications (IBA)herein, an exclusive only as to Procure, or a substitute thereof in the medical device arena, non-revocable, fully paid up, royalty free, license, and privilege under the Licensed Patent in the Licensed Territory to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefit), and offer for sale the Licensed Products for the Field of Use; (b) for the first 20 Licensed Products shipped by LICENSEE hereunder and not installed with equipment supplied by IBA, an exclusive only as to Procure, or a substitute thereof in the medical device arena, non-revocable, fully paid up, royalty free, license, and privilege under the Licensed Patent in the Licensed Territory to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefit), and offer for sale the Licensed Products for the Field of Use; (c) for 21 or more of the Licensed Products shipped by LICENSEE hereunder, and not installed with equipment supplied by IBA, an exclusive only as to Procure, or a substitute thereof in the medical device arena, non-revocable, royalty-based license and privilege under the Licensed Patent in the Licensed Territory, to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefit), and offer for sale the Licensed Products for the Field of Use. The royalty under this section to be 20% of LICENSEE’s actual cost of goods of the Licensed Products provided hereunder, such cost of goods shall be disclosed by LICENSEE to LICENSOR within 30 days of the shipment of the 21st Licensed Product, 2.2 LICENSOR en2go hereby grants to LICENSEE, subject to and consistent with the terms and conditions of Section 13 of the Manufacturing Agreement between LICENSOR and LICENSEE, DSI hereby accepts (i) a non-exclusive, fully paid upnontransferable (except as otherwise provided herein), royalty free, license, perpetual right and privilege under the Licensed Trademarks in the Licensed Territory license to use the Licensed Trademarks for Customized Product in DSI’s Premium Custom Network; (ii) a non-exclusive, nontransferable (except as otherwise provided herein), perpetual, royalty-bearing right and license to subdistribute, sublicense, display, sell and market the Licensed Products so long Customized Product as LICENSEE has license under Section 2.1 above. In order that the use part of the Licensed Trademarks may be effectiveApplication, the LICENSEE shall maintain Customized Product and Product, and accompanying User Documentation in the Licensed Products’ manufacture Territory; (iii) the right and license to sublicense to End Users the Customized Product as part of the Application, Customized Product and Product, and accompanying User Documentation for internal use in the Territory; and (iv) a non-exclusive, nontransferable (except as provided herein), perpetual, royalty-free right and license to use in unaltered form en2go’s Marks solely to promote the Application in the Territory, provided DSI obtains en2go’s prior written approval for each new usage. en2go retains all title to and, except as unambiguously licensed herein, all rights, including all Intellectual Property Rights to the Product, and all copies and derivative works thereof (by whomever produced). 3.2. Subject to the terms and conditions herein, DSI hereby grants and en2go hereby accepts (i) a non-exclusive, nontransferable (except as otherwise provided herein), perpetual, royalty-bearing right and license to subdistribute, sublicense, display, sell and market the Live Streaming Service for use solely in conjunction with the Product in the Territory; (ii) the right and license to sublicense to end users the Live Streaming Service for internal use in conjunction with the Product in the Territory; and (iii) a non-exclusive, nontransferable (except as provided herein), perpetual, royalty-free right and license to use in unaltered form DSI’s Marks solely to promote the Live Streaming Service in the Territory, provided en2go obtains DSI’s prior written approval for each new usage. DSI retains all title to and, except as unambiguously licensed herein, all rights, including all Intellectual Property Rights to the Live Streaming Service. 3.3. Any use by either party of the other party’s Marks must reference the Marks as being owned by such party. Nothing in this Agreement grants either party ownership or services renderingany rights in or to use the other party’s Marks, the same quality standard that LICENSEE uses except in manufacturing the Licensed Products for the LICENSOR under the Manufacturing Agreement. The LICENSEEaccordance with these licenses, and a party’s use of the Licensed Trademarks shall be conducted Marks will inure to the benefit of the other party. The rights granted to either party in a commercially reasonable mannerthis license will terminate upon any termination or expiration of this Agreement. Upon such termination or expiration, which maintains neither party will make any further use of any Marks. en2go will have the associated goodwillexclusive right to own, use, hold, apply for registration for, and reputation, which has been attributed to LICENSOR by register its consumers and Marks during the public. All related advertising, promotionalterm of, and other related uses of after the Licensed Trademarks by expiration or termination of, this Agreement; DSI will neither take nor authorize any activity inconsistent with such exclusive right. DSI will have the LICENSEE shall conform exclusive right to own, use, hold, apply for registration for, and register its Marks during the Guidelinesterm of, and after the expiration or termination of, this Agreement; en2go will neither take nor authorize any activity inconsistent with such exclusive right. 2.3 All Licensed Products 3.4. DSI shall ensure that an End User agreement in electronic or hard copy form accompanies each Customized Product or Product or copy distributed by DSI subject to provisions no less protective for patient positioning systems will be sold by LICENSEE bearing LICENSOR’s labelthe Product and en2go, which includes than those set forth substantially in the Licensed Trademarks. LICENSOR shall provide the LICENSEE with written guidelines (the “Guidelines”), form attached hereto as Exhibit AAppendix C, regarding and previously approved in writing by en2go. In addition, DSI shall perform any other actions reasonably requested by en2go to assure adequate protection of en2go’s interests in its Intellectual Property Rights contained in the appearance Customized Product and use Product. DSI shall not distribute or sublicense a Customized Product or Product pursuant to mass-market or “shrink-wrap” licenses in those jurisdictions with respect to which DSI has been advised by the LICENSEE legal counsel to DSI that such licenses are not enforceable. The provisions of the Licensed Trademarks, and preceding sentence shall not impair the LICENSEE rights of DSI or End Users in respect of a Customized Product or Product distributed or licensed prior to the receipt of such advice by legal counsel. 3.5. DSI shall fully comply with any such Guidelines in all uses of the Licensed Trademarks. 2.4 During the term of this Agreement, LICENSEE acknowledges ownership of the Licensed Patent and Licensed Trademarks in LICENSOR and will do nothing inconsistent with such ownership or in denigration or tarnishment of same. LICENSEE recognizes LICENSORen2go’s title in and to the Licensed Patent and Licensed Trademarks and the validity thereof, and LICENSEE will not, in any way, in any country, during the term of this Agreement: (a) dispute or impugn such title or the validity of the Licensed Patent and Licensed Trademarks; (b) dispute or impugn the right of LICENSOR to the Licensed Patent and Licensed Trademarks; (c) dispute or impugn the right of LICENSOR to use the Licensed Patent and Licensed Trademarks; or (d) do or suffer to be done any act or thing which may in any way impair the right of LICENSOR in and to the Licensed Patent and Licensed Trademarks or any registration thereof. 2.5 LICENSOR may, at a commercially reasonable time and with reasonable notice, carry out an inspection of LICENSEE’s manufacturing facility or such other places of productions owned by LICENSEE so that compliance with the quality standards (“Quality Standards”) set by LICENSOR and policies attached hereto as Exhibit B may be verified. Any Appendix E, and shall use best efforts to cause its End Users and Sub-Distributors to comply with such inspection shall be at the sole cost and expense of the LICENSOR. Any inspection shall be subject to a confidentiality agreement between LICENSOR and LICENSEE mutually agreeable to the Parties before any inspection may take placepolicies.

Grant of Licenses. 2.1 LICENSOR (a) Subject to the terms of this Agreement, CBLI hereby grants to LICENSEEGPI, subject to and consistent GPI hereby accepts, (i) an exclusive, paid-up and royalty-free license, irrevocable, perpetual license, with the terms and conditions of right to grant sublicenses in accordance with Section 13 of the Manufacturing Agreement: (a) for the Licensed Products shipped by LICENSEE hereunder and installed with equipment supplied by Ion Beam Applications (IBA2.1(b), an exclusive only as under (A) the CBLI Patent Rights identified in Schedule A-2 and the CBLI Intellectual Property owned by CBLI that relates directly to Procuresuch CBLI Patent Rights and (B) CBLI’s interests in Joint Program Intellectual Property and Joint Patent Rights to Develop, or a substitute thereof in the medical device arenaManufacture, non-revocableCommercialize, fully paid up, royalty free, license, and privilege under the Licensed Patent in the Licensed Territory to make, importhave made, use, have used, offer for sale, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefit), sold and offer for sale import the Licensed Products for Product in the GPI Field of Use;in the Territory. (b) for Subject to the first 20 Licensed Products shipped by LICENSEE hereunder terms of this Agreement, CBLI hereby grants to GPI, and not installed with equipment supplied by IBAGPI hereby accepts, an exclusive only as exclusive, fee-bearing and royalty-bearing sublicense, with the right to Procuregrant sublicenses in accordance with Section 2.1(c), or a substitute thereof in the medical device arena, non-revocable, fully paid up, royalty free, license, and privilege under the Licensed CBLI Patent Rights identified in Schedule A-1 and the Licensed Territory CBLI Intellectual Property Controlled by CBLI that relates directly to such CBLI Patent Rights to Develop, Manufacture, Commercialize, make, importhave made, use, have used, offer for sale, sell, have soldsold and import Product in the GPI Field in the Territory. The fee and royalty obligations with respect to the CBLI Patent Rights identified in Schedule A-1 are specified in Sections 4.B, distribute4.C, have distributed4.D and 4.E of the certain Exclusive License Agreement effective as of July 1, have made 2004 between CBLI and The Cleveland Clinic Foundation, as amended, a copy of which is attached to this Agreement as Exhibit 1 (including manufacture the “CCF License”). GPI acknowledges and agrees that this Agreement, as applicable to the CBLI Patent Rights identified in Schedule A-1 is subject to and GPI shall be bound by others for LICENSEE’s benefit)the rights and obligations due to The Cleveland Clinic Foundation contained in Sections 2.A, 2.G, 2.H, 4.B, 4.C, 4.D, 4.E, 6, 12, 13, 14 and offer for sale 15 of the Licensed Products CCF License intended for the Field protection of Use;The Cleveland Clinic Foundation. (c) for 21 The right of GPI to grant sublicenses under Section 2.1(a) or more Section 2.1(d) is subject to the requirement that each such sublicense shall be in writing and shall include provisions (i) acknowledging that such sublicense is subject to the applicable license(s) granted hereunder, (ii) requiring each sublicensee to perform all applicable obligations of GPI hereunder in the applicable portion of the Licensed Products shipped by LICENSEE hereunder, and not installed with equipment supplied by IBA, an exclusive only Territory (specifically including the obligation to make reports at least the same extent as to Procure, or a substitute thereof in the medical device arena, non-revocable, royalty-based license and privilege required under the Licensed Patent in the Licensed Territory, to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefitthis Agreement), and offer (iii) prohibiting further sublicensing by the sublicensee (except for sale a case of further sublicense by sublicensee to any Affiliate of the Licensed Products sublicensee), unless otherwise consented by CBLI. GPI shall at all times remain responsible for the Field performance of Useany of its sublicensees. The royalty In the event that GPI (including a GPI Affiliate) grants a sublicense to a Third Party, GPI shall provide a copy of such sublicense it enters into to CBLI promptly following execution with redaction of GPI’s sensitive information, provided that such redactions shall not prevent CBLI from determining that the sublicense conforms to the requirements imposed under this section to be 20% of LICENSEE’s actual cost of goods of the Licensed Products provided hereunder, such cost of goods shall be disclosed by LICENSEE to LICENSOR within 30 days of the shipment of the 21st Licensed Product, 2.2 LICENSOR hereby grants to LICENSEE, subject to and consistent with the terms and conditions of Section 13 of the Manufacturing Agreement between LICENSOR and LICENSEE, a non-exclusive, fully paid up, royalty free, license, and privilege under the Licensed Trademarks in the Licensed Territory to use the Licensed Trademarks for the Licensed Products so long as LICENSEE has license under Section 2.1 above. In order that the use protection of the Licensed Trademarks may be effective, the LICENSEE shall maintain in the Licensed Products’ manufacture or services rendering, the same quality standard that LICENSEE uses in manufacturing the Licensed Products for the LICENSOR under the Manufacturing Agreement. The LICENSEE’s use of the Licensed Trademarks shall be conducted in a commercially reasonable manner, which maintains the associated goodwill, and reputation, which has been attributed to LICENSOR by its consumers and the public. All related advertising, promotional, and other related uses of the Licensed Trademarks by the LICENSEE shall conform to the GuidelinesCBLI. 2.3 All Licensed Products for patient positioning systems will be sold by LICENSEE bearing LICENSOR’s label, which includes the Licensed Trademarks. LICENSOR shall provide the LICENSEE with written guidelines (the “Guidelines”), attached hereto as Exhibit A, regarding the appearance and use by the LICENSEE of the Licensed Trademarks, and the LICENSEE shall fully comply with any such Guidelines in all uses of the Licensed Trademarks. 2.4 During the term of this Agreement, LICENSEE acknowledges ownership of the Licensed Patent and Licensed Trademarks in LICENSOR and will do nothing inconsistent with such ownership or in denigration or tarnishment of same. LICENSEE recognizes LICENSOR’s title in and to the Licensed Patent and Licensed Trademarks and the validity thereof, and LICENSEE will not, in any way, in any countryd) If, during the term of this Agreement:, CBLI or one of its Affiliates has or obtains any patent or other proprietary right that could be asserted to prevent GPI from practicing the Licensed Technology to Develop, Manufacture, Commercialize, make, have made, use, have used, offer for sale, sell, have sold and import Product in the GPI Field in the Territory, as applicable, CBLI will grant and hereby agrees to grant GPI a non-exclusive, irrevocable, perpetual, paid-up and royalty-free license, with the right to sublicense, to such patent or other proprietary right solely within the GPI Field, as applicable. (ae) dispute or impugn such title or Subject to the validity terms of this Agreement, GPI hereby grants to CBLI, and CBLI hereby accepts, a non-exclusive, irrevocable, perpetual, paid-up and royalty-free license, with the right to grant sublicenses in accordance with Section 2.1(c) (with all references in Section 2.1(c) being deemed references to CBLI and all references in Section 2.1(c) to CBLI being deemed references to GPI) under the GPI Program Patent Rights and the GPI Program Intellectual Property and GPI’s interest in Joint Program Intellectual Property and Joint Patent Rights solely within the CBLI Field. (f) The licenses granted under this Section 2.1 shall be treated as licenses of rights to “intellectual property” (as defined in Section 101(56) of Title 11 of the Licensed Patent United States Code, as amended (the “Bankruptcy Code”)) for purposes of Section 365(n) of the Bankruptcy Code. The parties agree that the party holding the license from the other party may elect to retain and Licensed Trademarks;may fully exercise all of its rights and elections under the Bankruptcy Code, provided that it abides by the terms of this Agreement. (bg) dispute Each party, as applicable, shall xxxx or impugn have marked all containers or packages of any products that are the right subject of LICENSOR to the Licensed Patent and Licensed Trademarks; (c) dispute or impugn the right of LICENSOR to use the Licensed Patent and Licensed Trademarks; or (d) do or suffer to be done any act or thing which may licenses granted under this Section 2.1 in any way impair the right of LICENSOR in and to the Licensed Patent and Licensed Trademarks or any registration thereof. 2.5 LICENSOR may, at a commercially reasonable time and with reasonable notice, carry out an inspection of LICENSEE’s manufacturing facility or such other places of productions owned by LICENSEE so that compliance accordance with the quality standards (“Quality Standards”) set by LICENSOR and attached hereto as Exhibit B may be verified. Any such inspection shall be at the sole cost and expense patent marking laws of the LICENSOR. Any inspection shall be subject to a confidentiality agreement between LICENSOR and LICENSEE mutually agreeable to the Parties before any inspection may take placejurisdiction in which such products are Manufactured or Commercialized.

Grant of Licenses. 2.1 LICENSOR hereby grants Subject to LICENSEE, subject to and consistent with the terms and conditions of Section 13 of the Manufacturing this Agreement: , AccuMed hereby grants to Ventana and its Subsidiaries a perpetual, irrevocable, worldwide, royalty-free (aexcept as otherwise provided to be royalty-bearing hereunder) for the Licensed Products shipped by LICENSEE hereunder license under AccuMed Patent Rights and installed with equipment supplied by Ion Beam Applications (IBA)AccuMed Technical Information to use, an exclusive only as to Procuremake, or a substitute thereof in the medical device arena, non-revocable, fully paid up, royalty free, license, and privilege under the Licensed Patent in the Licensed Territory to makehave made, import, use, sell, have sold, distribute, have distributed, have made offer to sell and sell Products and to practice any process or method involved in the manufacture or use of Products. The foregoing license shall be (including manufacture by others for LICENSEE’s benefit), and offer for sale the Licensed Products for i) exclusive in the Field of Use; (beven as against AccuMed except as provided in Section 2.4 below) for the first 20 Licensed Products shipped by LICENSEE hereunder and not installed with equipment supplied by IBA, an exclusive only as to Procure, or a substitute thereof in the medical device arena, non-revocableexclusive outside the Field, fully paid up, royalty free, license, and privilege under the Licensed Patent in the Licensed Territory to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefit), and offer for sale the Licensed Products for the Field of Use; (c) for 21 or more of the Licensed Products shipped by LICENSEE hereunder, and not installed with equipment supplied by IBA, an exclusive only as to Procure, or a substitute thereof in the medical device arena, provided that such non-revocableexclusive license shall not extend to the Excluded Field; and (ii) sublicensable with AccuMed's written approval, royalty-based license and privilege under the Licensed Patent in the Licensed Territory, to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefit), and offer for sale the Licensed Products for the Field of Use. The royalty under this section to which shall not be 20% of LICENSEE’s actual cost of goods of the Licensed Products provided hereunder, such cost of goods shall be disclosed by LICENSEE to LICENSOR within 30 days of the shipment of the 21st Licensed Product,unreasonably withheld. 2.2 LICENSOR hereby grants Subject to LICENSEE, subject to and consistent with the terms and conditions of Section 13 of the Manufacturing Agreement between LICENSOR and LICENSEE, a non-exclusive, fully paid up, royalty free, license, and privilege under the Licensed Trademarks in the Licensed Territory to use the Licensed Trademarks for the Licensed Products so long as LICENSEE has license under Section 2.1 above. In order that the use of the Licensed Trademarks may be effective, the LICENSEE shall maintain in the Licensed Products’ manufacture or services rendering, the same quality standard that LICENSEE uses in manufacturing the Licensed Products for the LICENSOR under the Manufacturing Agreement. The LICENSEE’s use of the Licensed Trademarks shall be conducted in a commercially reasonable manner, which maintains the associated goodwill, and reputation, which has been attributed to LICENSOR by its consumers and the public. All related advertising, promotional, and other related uses of the Licensed Trademarks by the LICENSEE shall conform to the Guidelines. 2.3 All Licensed Products for patient positioning systems will be sold by LICENSEE bearing LICENSOR’s label, which includes the Licensed Trademarks. LICENSOR shall provide the LICENSEE with written guidelines (the “Guidelines”), attached hereto as Exhibit A, regarding the appearance and use by the LICENSEE of the Licensed Trademarks, and the LICENSEE shall fully comply with any such Guidelines in all uses of the Licensed Trademarks. 2.4 During the term of this Agreement, LICENSEE acknowledges ownership AccuMed hereby grants to Ventana and its Subsidiaries a sublicensable, perpetual, irrevocable, worldwide, royalty-free (except as otherwise provided to be royalty-bearing hereunder) license under AccuMed Intellectual Property Rights to use, reproduce, distribute (directly or indirectly through one or more levels of distribution), modify, adapt, and create derivative works of the Licensed Patent AccuMed Software (including any modifications and Licensed Trademarks in LICENSOR and will do nothing inconsistent with such ownership or in denigration or tarnishment of same. LICENSEE recognizes LICENSOR’s title in derivative works thereof made by Ventana) and to otherwise utilize the Licensed Patent AccuMed Software in the manufacture, sale, or design of Products; provided that the AccuMed Software and Licensed Trademarks modifications and derivative works thereof may be distributed only in source and object code form integrated into or bundled with Products or as updates of the validity thereofAccuMed Software provided to end-user customers of Products. The foregoing license shall be (i) exclusive in the Field (even as against AccuMed) and non-exclusive outside the Field, provided that such non-exclusive license shall not extend to the Excluded Field; and (ii) sublicensable with AccuMed's written approval, which shall not be unreasonably withheld. 2.2.1 With respect only to Source Code owned by AccuMed, the foregoing license shall be limited to the maintenance, support, and LICENSEE will not, in any way, in any country, during the term of this Agreement: (a) dispute or impugn such title or the validity continued development of the Licensed Patent Software Products and Licensed Trademarks; (b) dispute any other software related to or impugn the right of LICENSOR to the Licensed Patent and Licensed Trademarks; (c) dispute or impugn the right of LICENSOR to use the Licensed Patent and Licensed Trademarks; or (d) do or suffer to be done any act or thing which may in any way impair the right of LICENSOR in and to the Licensed Patent and Licensed Trademarks or any registration thereof. 2.5 LICENSOR may, at a commercially reasonable time and with reasonable notice, carry out an inspection of LICENSEE’s manufacturing facility or such other places of productions owned by LICENSEE so that compliance useful with the quality standards (“Quality Standards”) set by LICENSOR and attached hereto as Exhibit B may be verified. Any such inspection shall be at the sole cost and expense of the LICENSOR. Any inspection shall be subject to a confidentiality agreement between LICENSOR and LICENSEE mutually agreeable to the Parties before any inspection may take placeImaging System.

Grant of Licenses. 2.1 LICENSOR Subject to the obligation of LIVETV to make the reports and payments as specified in Article 3 herein, XXXXXX hereby grants and agrees to LICENSEEgrant to LIVETV, subject to and consistent with solely within the terms and conditions of Section 13 of the Manufacturing Agreement: (a) for the Licensed Products shipped by LICENSEE hereunder and installed with equipment supplied by Ion Beam Applications (IBA), an exclusive only as to Procure, or a substitute thereof in the medical device arena, non-revocable, fully paid up, royalty free, license, and privilege under the Licensed Patent in the Licensed Territory to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefit), and offer for sale the Licensed Products for the GDL Field of Use; (b) for the first 20 Licensed Products shipped by LICENSEE hereunder and not installed with equipment supplied by IBA, an exclusive only as to Procure, or a substitute thereof in the medical device arena, non-revocable, fully paid up, royalty free, license, and privilege under the Licensed Patent in the Licensed Territory to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefit), and offer for sale the Licensed Products for the Field of Use; (c) for 21 or more of the Licensed Products shipped by LICENSEE hereunder, and not installed with equipment supplied by IBA, an exclusive only as to Procure, or a substitute thereof in the medical device arena, non-revocable, royalty-based license and privilege under the Licensed Patent in the Licensed Territory, to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefit), and offer for sale the Licensed Products for the Field of Use. The royalty under this section to be 20% of LICENSEE’s actual cost of goods of the Licensed Products provided hereunder, such cost of goods shall be disclosed by LICENSEE to LICENSOR within 30 days of the shipment of the 21st Licensed Product, 2.2 LICENSOR hereby grants to LICENSEE, subject to and consistent with the terms and conditions of Section 13 of the Manufacturing Agreement between LICENSOR and LICENSEE, Use a non-exclusive, irrevocable, perpetual, world-wide license under the Xxxxxx GDL Patents to make, have made, use, distribute, lease, offer to sell, sell, import and otherwise dispose of LIVETV Licensed Products. 2.1.1 The license granted in this Section 2.1 is a royalty-bearing license, subject to the royalty payment provisions set forth in Article 3. 2.1.2 The license granted in this Section 2.1 includes the right to grant sublicenses of no greater scope to others, provided that LIVETV shall remain liable to XXXXXX for the payment of royalties due, in accordance with Article 3, for Sales of products and/or services by any permitted sublicensee of LIVETV. 2.2 LIVETV hereby grants and agrees to grant to XXXXXX, solely within the LIVETV Field of Operations and subject to the provisions of Section 2.2.1, a royalty-free, fully paid paid-up, royalty freenon-exclusive, irrevocable, perpetual, worldwide license under the LIVETV Patents, to make, have made, use, lease, offer to sell, sell, import and otherwise dispose of XXXXXX GDL Products. 2.2.1 The license granted to XXXXXX in this Section 2.2 does not extend to the right of XXXXXX to make or have made, use, lease, offer to sell, sell, import or otherwise dispose of Broadcast Systems or In-Seat Audio-Video Systems. 2.2.2 The license granted in this Section 2.2 includes the right of XXXXXX to xxxxx sublicenses to others under the LIVETV Patents within the LIVETV Field of Operation, to make, have made, use, lease, offer to sell, sell, import and otherwise dispose of GDL products. 2.3 LIVETV hereby extends, and agrees to extend, the Return License Patent License to permit the making, having made, using, leasing, distributing, offering to sell, selling, importing and otherwise disposing of XXXXXX GDL Products within the LIVETV Field of Operations. 2.3.1 The extension of the Return License granted in this Section 2.3 pertains solely to the permitted fields of use of the license, and privilege does not otherwise alter any rights or obligations of either party in or under the Licensed Trademarks Return License. 2.4 XXXXXX covenants and agrees that it will not at any time enforce or permit any other Person to enforce against LIVETV or any Affiliate, transferee, sublicensee, subcontractor, vendee, or customer under and in the Licensed Territory to use the Licensed Trademarks for the Licensed Products so long as LICENSEE has license under accordance with Section 2.1 above. In order , any Patents (excluding XXXXXX GDL Patents) and other intellectual property owned or controlled (such that the assurance provided in this Section can be granted thereunder without payment to others, other than to an Affiliate or an employee of XXXXXX or any Affiliate) by XXXXXX or any Affiliate, if such enforcement would materially impair or burden LIVETV's ability to make, have made, use sell, offer for sale, distribute, import, lease or otherwise dispose of the Licensed Trademarks may be effective, the LICENSEE shall maintain in the Licensed Products’ manufacture or services rendering, the same quality standard that LICENSEE uses in manufacturing the LIVETV Licensed Products for covered by Xxxxxx GDL Patents within the LICENSOR under the Manufacturing Agreement. The LICENSEE’s use GDL Field of the Licensed Trademarks shall be conducted in a commercially reasonable manner, which maintains the associated goodwill, and reputation, which has been attributed to LICENSOR by its consumers and the public. All related advertising, promotional, and other related uses of the Licensed Trademarks by the LICENSEE shall conform to the GuidelinesUse. 2.3 All Licensed Products for patient positioning systems will be sold by LICENSEE bearing LICENSOR’s label, which includes the Licensed Trademarks. LICENSOR shall provide the LICENSEE with written guidelines (the “Guidelines”), attached hereto as Exhibit A, regarding the appearance and use by the LICENSEE of the Licensed Trademarks, and the LICENSEE shall fully comply with any such Guidelines in all uses of the Licensed Trademarks. 2.4 During the term of this Agreement, LICENSEE acknowledges ownership of the Licensed Patent and Licensed Trademarks in LICENSOR and will do nothing inconsistent with such ownership or in denigration or tarnishment of same. LICENSEE recognizes LICENSOR’s title in and to the Licensed Patent and Licensed Trademarks and the validity thereof, and LICENSEE will not, in any way, in any country, during the term of this Agreement: (a) dispute or impugn such title or the validity of the Licensed Patent and Licensed Trademarks; (b) dispute or impugn the right of LICENSOR to the Licensed Patent and Licensed Trademarks; (c) dispute or impugn the right of LICENSOR to use the Licensed Patent and Licensed Trademarks; or (d) do or suffer to be done any act or thing which may in any way impair the right of LICENSOR in and to the Licensed Patent and Licensed Trademarks or any registration thereof. 2.5 LICENSOR may, at a commercially reasonable time and with reasonable notice, carry out an inspection of LICENSEE’s manufacturing facility or such other places of productions owned by LICENSEE so that compliance with the quality standards (“Quality Standards”) set by LICENSOR and attached hereto as Exhibit B may be verified. Any such inspection shall be at the sole cost and expense of the LICENSOR. Any inspection shall be subject to a confidentiality agreement between LICENSOR and LICENSEE mutually agreeable to the Parties before any inspection may take place.

Grant of Licenses. 2.1 LICENSOR hereby grants to LICENSEE, subject to and consistent with the terms and conditions of Section 13 of the Manufacturing Agreement:Term. (a) for The date when installation of the Licensed Products shipped Equipment shall be completed and the System shall be completely operational is herein referred to as the "Term Commencement Date"; provided, however, such Term Commencement Date shall not be prior to the opening date of the Hotel, as designated by LICENSEE hereunder and installed with equipment supplied by Ion Beam Applications (IBA), an exclusive only as to Procure, or a substitute thereof in the medical device arena, non-revocable, fully paid up, royalty free, license, and privilege under the Licensed Patent in the Licensed Territory to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefit), and offer for sale the Licensed Products for the Field of Use;Hotel general manager. (b) Hyatt hereby grants to Spectradyne, for a term commencing on the first 20 Licensed Products shipped Term Commencement Date and terminating on June 30, 2000, without further action or notice of any kind by LICENSEE hereunder and not installed with equipment supplied by IBAeither Hyatt or Spectradyne, an exclusive only license (the "License,,) which is contingent upon Spectradyne's continued ability to meet it's obligations as set forth in this Agreement and the National Agreement to Procuresupply to the Hotel the service of telecasting, or a substitute thereof in closed-circuit, pay per view movies over the MATV to television receivers located in the medical device arenaguest rooms of the Hotel and supply the Hotel with Interactive Services. Upon approval of Hyatt, non-revocableSpectradyne may telecast various other programs, fully paid upsuch as local travelogue films, royalty free, license, conventions and privilege under the Licensed Patent in the Licensed Territory to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefit), and offer for sale the Licensed Products for the Field of Use;trade shows at a mutually satisfactory fee arrangement. (c) for 21 or more In the event that during the term hereof, Hyatt and Spectradyne shall agree to replace the Transmission Equipment as provided in Section 2 hereof with new Transmission Equipment, then such replacement shall be completed in a timely manner on a schedule as agreed upon between Hyatt and Spectradyne. (d) Spectradyne shall have the exclusive right to provide Spectravision and Interactive Services in the Hotel during the term hereof subject to the Default provisions of the Licensed Products shipped of this Agreement and the National Agreement. The Interactive Services to be provided hereunder shall interface with all Hotel guest room safes and bars, unless such safes or bars are provided by LICENSEE hereundervendors other than those used by Hyatt Hotels as of August 27, 1993. In such event, Spectradyne shall use its best efforts to make its Interactive Services compatibly interface with the Hotel's safes and not installed with equipment supplied by IBAbars. Further, an exclusive only as the other Interactive Services shall be available to Procure, or a substitute thereof the Hotel in the medical device arenafollowing languages: English, ________, ________, ________, ________, (to be determined by the Hotel). Spectradyne and Hyatt shall agree to cooperate to ensure that such telecasting services do not interfere with the operation, of either Party's Transmission Equipment or such other services, as the case may be; provided, however, Hyatt may, at Hyatt's sole cost, desire that certain similar or other services (including, but not limited to, other interactive services) be available at the Hotel, such as but not limited to, video cassette players to deliver programming that does not compete with the Spectravision Service (video recorders being specifically prohibited). Spectradyne is hereby granted the non-revocable, royalty-based license and privilege exclusive right to bid to provide such desired services. (e) Upon the early termination of this Agreement (other than pursuant to a default by Hyatt under the Licensed Patent in the Licensed Territory, to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefitSection 16 hereof), and offer Hyatt may give notice no later than thirty (30) days following such termination, at Hyatt's option to either, (i) purchase and/or obtain Spectradyne's interest in or right to use all or any portion of the existing Equipment, as determined solely by Hyatt, for sale the Licensed Products for the Field of Use. The royalty under this section an amount mutually agreed to be 20% the fair market value of LICENSEE’s actual cost such equipment and/or interest or right therein, except for any Equipment not owned by Spectradyne or Equipment which Spectradyne cannot convey any interest in or right to use. If, however, Hyatt and Spectradyne are unable to determine the fair market value of goods such Equipment and/or interest or right therein, such Equipment shall remain at the Hotel as set forth Section 4(e)(ii) below. In the event Hyatt elects to purchase such Equipment and/or interest or right therein, Spectradyne shall deliver to Hyatt free and clear title to such Equipment along with the Bill xx Sale upon receipt of payment of the Licensed Products provided hereunder, such cost of goods shall be disclosed by LICENSEE to LICENSOR within 30 days of the shipment of the 21st Licensed Productagreed upon amount; or, 2.2 LICENSOR hereby grants (ii) require Spectradyne to LICENSEE, subject keep and maintain all Equipment provided to and consistent with the terms and conditions of Section 13 of Hotel pursuant to a Hyatt Spectramax Agreement including the Manufacturing Agreement between LICENSOR and LICENSEE, a non-exclusive, fully paid up, royalty free, license, and privilege under the Licensed Trademarks in the Licensed Territory to use the Licensed Trademarks license for the Licensed Products so long as LICENSEE has license under Section 2.1 above. In order that the use of the Licensed Trademarks on-site software required to operate the Equipment or provide the Interactive Services at the Hotel for a total rental, maintenance, license and service fee in the amount of *** per guest room per month for a term not to exceed thirty-six (36) months; and, (iii) the parties agree that in the event Hyatt exercises its option to keep the Equipment in the Hotel pursuant to Section 4(e)(ii) above, Hyatt' agrees not to use the Equipment to show in room pay-per-view movies and such other video programming. (iv) However, Hyatt may elect to offer guest pay movies and such other video programming through the rented Spectradyne Equipment and Spectradyne shall be effectivethe exclusive provider of those guest pay movies over the rented systems, and Spectradyne shall continue to pay Hyatt the fee specified in Section 10 below. If Hyatt fails to exercise the option set forth in this section 4(e)(iv) upon termination of the rental period pursuant to Section 4(e)(ii), Spectradyne may, following written notice, elect to remove the Equipment. (f) In the event Hyatt elects to either purchase all or any portion of the Equipment and/or the interest, or rights therein, or rent the Equipment from Spectradyne as described in Section 4(e) above, Spectradyne agrees to license to Hyatt, for Hyatt's use, at no additional cost to Hyatt, the LICENSEE on-site software and any and all upgrades thereto, which are necessary to operate the Equipment or provide the Interactive Services for a period not to exceed thirty-six (36) months. After the end of the initial thirty-six (36) months, if the parties have not previously terminated the Agreement, it shall maintain in automatically renew for continuous ninety (90) day terms, until such time as one party provides the Licensed Products’ manufacture other party with ninety (90) days, prior written notice of intent to terminate. Spectradyne warrants and represents that it owns free and clear title to all such on-site software required to provide Interactive Services and to operate the Equipment. (g) This Agreement shall automatically terminate upon the expiration or services renderingearlier termination of the National Agreement. (h) In the event that Hyatt shall for any reason cease to be manager or operator of the Hotel, either party shall have the same quality standard that LICENSEE uses in manufacturing right to terminate this Agreement as of the Licensed Products for the LICENSOR under the Manufacturing Agreementdate of such cessation of management or operations. The LICENSEE’s use of the Licensed Trademarks shall be conducted in a commercially reasonable manner, which maintains the associated goodwill, and reputation, which has been attributed to LICENSOR by its consumers and the public. All related advertising, promotional, and other related uses of the Licensed Trademarks by the LICENSEE shall conform to the Guidelines. 2.3 All Licensed Products for patient positioning systems will be sold by LICENSEE bearing LICENSOR’s label, which includes the Licensed Trademarks. LICENSOR cancelling party shall provide the LICENSEE non-cancelling party with at least thirty (30) days prior written guidelines (the “Guidelines”), attached hereto as Exhibit A, regarding the appearance and use by the LICENSEE notice of the Licensed Trademarks, and the LICENSEE shall fully comply with any such Guidelines in all uses of the Licensed Trademarkstermination. 2.4 During (i) This Agreement may be suspended, at Hyatt's option, upon thirty (30) days prior written notice in the term of event the Hotel or any portion thereof is closed for renovation. In the event Hyatt chooses to suspend this Agreement, LICENSEE acknowledges ownership of all applicable fees shall abatx xxxing such renovations and shall resume on the Licensed Patent and Licensed Trademarks in LICENSOR and will do nothing inconsistent with such ownership date when the Hotel or in denigration or tarnishment of same. LICENSEE recognizes LICENSOR’s title in and sections thereof reopen to the Licensed Patent and Licensed Trademarks and the validity thereof, and LICENSEE will not, in any way, in any country, during the term of this Agreement: (a) dispute or impugn such title or the validity of the Licensed Patent and Licensed Trademarks; (b) dispute or impugn the right of LICENSOR to the Licensed Patent and Licensed Trademarks; (c) dispute or impugn the right of LICENSOR to use the Licensed Patent and Licensed Trademarks; or (d) do or suffer to be done any act or thing which may in any way impair the right of LICENSOR in and to the Licensed Patent and Licensed Trademarks or any registration thereofpublic. 2.5 LICENSOR may, at a commercially reasonable time and with reasonable notice, carry out an inspection of LICENSEE’s manufacturing facility or such other places of productions owned by LICENSEE so that compliance with the quality standards (“Quality Standards”) set by LICENSOR and attached hereto as Exhibit B may be verified. Any such inspection shall be at the sole cost and expense of the LICENSOR. Any inspection shall be subject to a confidentiality agreement between LICENSOR and LICENSEE mutually agreeable to the Parties before any inspection may take place.

Grant of Licenses. 2.1 LICENSOR Braintech hereby grants to LICENSEE, subject to and consistent an exclusive Channel Partner license, with the terms and conditions of Section 13 of the Manufacturing Agreement: (a) for the Licensed Products shipped by LICENSEE hereunder and installed with equipment supplied by Ion Beam Applications (IBA)right to license to End-Users, an exclusive only as to Procure, or a substitute thereof in the medical device arena, non-revocable, fully paid up, royalty free, license, and privilege under the Licensed Patent in the Licensed Territory Braintech Software, including improvements, to make, importhave made, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefit), and offer for sale or otherwise distribute the Licensed Products in every country in the Territory for the Field of UseMarkets defined; (b) for the first 20 Licensed Products shipped by LICENSEE hereunder and not installed with equipment supplied by IBA2.2 Braintech hereby grants to LICENSEE, an exclusive only as to Procure, or a substitute thereof in the medical device arena, non-revocable, fully paid up, royalty free, exclusive Channel Partner license, and privilege with the right to license to End-Users, under the Licensed Patent in the Licensed Territory Braintech Software, including improvements, to make, importhave made, use, sell, have sold, distribute, have distributed, have made (or otherwise distribute the Products in every country in the Extended Territory for the Extended Markets defined; 2.3 Exclusive Channel Partner license means that Braintech will not license or sell the Braintech Software to other potential Channel Partners including manufacture by others for LICENSEE’s benefit)robot manufacturers, and offer for sale automotive systems integrators in the Licensed Products Territory for the Field of UseMarkets defined; (c) for 21 or more of 2.4 Braintech retains the Licensed Products shipped by LICENSEE hereunderright to sell Braintech Software direct to the End-User, which includes automakers such as Ford, Chrysler, GM, Nissan, Honda, Toyota, etc., and not installed with equipment supplied by IBAtier suppliers such as Delphi, an exclusive only as Magna, Visteon, etc.; 2.5 When the End-User orders direct from Braintech, Braintech will contract LICENSEE for integration and support services subject to Procure, or a substitute thereof the End-Users acceptance; 2.6 LICENSEE's standard integration and support services fees are setout in the medical device arena, non-revocable, royalty-based license and privilege under the Licensed Patent in the Licensed Territory, to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s benefit), and offer for sale the Licensed Products for the Field of Use. The royalty under this section to be 20% of LICENSEE’s actual cost of goods of the Licensed Products provided hereunder, such cost of goods shall be disclosed by LICENSEE to LICENSOR within 30 days of the shipment of the 21st Licensed Product,EXHIBIT 9; 2.2 LICENSOR 2.7 Braintech hereby grants to LICENSEELICENSEE a non-exclusive license to develop VGR Workspaces and integrate such VGR Workspaces onto the appropriate hardware in the Territory for the Markets defined in EXHIBIT 7. 2.8 Braintech hereby grants to LICENSEE a non-exclusive right to sub-license their Channel Partners to sell, subject to install and consistent with support Braintech Software in every country in the Extended Territory for the Extended Markets defined as per terms and conditions of Section 13 of the Manufacturing Agreement between LICENSOR and LICENSEE, a nondefined in EXHIBIT 10 - Sub-exclusive, fully paid up, royalty free, license, and privilege under the Licensed Trademarks in the Licensed Territory to use the Licensed Trademarks for the Licensed Products so long as LICENSEE has license under Section 2.1 above. In order that the use of the Licensed Trademarks may be effective, the LICENSEE shall maintain in the Licensed Products’ manufacture or services rendering, the same quality standard that LICENSEE uses in manufacturing the Licensed Products for the LICENSOR under the Manufacturing License Agreement. The LICENSEE’s use of the Licensed Trademarks shall be conducted in a commercially reasonable manner, which maintains the associated goodwill, and reputation, which has been attributed to LICENSOR by its consumers and the public. All related advertising, promotional, and other related uses of the Licensed Trademarks by the LICENSEE shall conform to the Guidelines. 2.3 All Licensed Products for patient positioning systems will be sold by LICENSEE bearing LICENSOR’s label, which includes the Licensed Trademarks. LICENSOR shall provide the LICENSEE with written guidelines (the “Guidelines”), attached hereto as Exhibit A, regarding the appearance and use by the LICENSEE of the Licensed Trademarks, and the LICENSEE shall fully comply with any such Guidelines in all uses of the Licensed Trademarks. 2.4 During the term of this Agreement, LICENSEE acknowledges ownership of the Licensed Patent and Licensed Trademarks in LICENSOR and will do nothing inconsistent with such ownership or in denigration or tarnishment of same. LICENSEE recognizes LICENSOR’s title in and to the Licensed Patent and Licensed Trademarks and the validity thereof, and LICENSEE will not, in any way, in any country, during the term of this Agreement: (a) dispute or impugn such title or the validity of the Licensed Patent and Licensed Trademarks; (b) dispute or impugn the right of LICENSOR to the Licensed Patent and Licensed Trademarks; (c) dispute or impugn the right of LICENSOR to use the Licensed Patent and Licensed Trademarks; or (d) do or suffer to be done any act or thing which may in any way impair the right of LICENSOR in and to the Licensed Patent and Licensed Trademarks or any registration thereof. 2.5 LICENSOR may, at a commercially reasonable time and with reasonable notice, carry out an inspection of LICENSEE’s manufacturing facility or such other places of productions owned by LICENSEE so that compliance with the quality standards (“Quality Standards”) set by LICENSOR and attached hereto as Exhibit B may be verified. Any such inspection shall be at the sole cost and expense of the LICENSOR. Any inspection shall be subject to a confidentiality agreement between LICENSOR and LICENSEE mutually agreeable to the Parties before any inspection may take place.

Grant of Licenses. 2.1 LICENSOR hereby grants to LICENSEE, subject to and consistent with the terms and conditions of Section 13 of the Manufacturing Agreement:: [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (a) for the Licensed Products shipped by LICENSEE hereunder and installed with equipment supplied by Ion Beam Applications (IBA)[*], an exclusive only as to Procure[*], or a substitute thereof in the medical device arena, non-revocable, fully paid up, royalty free, license, and privilege under the Licensed Patent in the Licensed Territory to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s 's benefit), and offer for sale the Licensed Products for the Field of Use; (b) for the first 20 [*] Licensed Products shipped by LICENSEE hereunder and not installed with equipment supplied by IBA[*], an exclusive only as to Procure[*], or a substitute thereof in the medical device arena, non-revocable, fully paid up, royalty free, license, and privilege under the Licensed Patent in the Licensed Territory to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s 's benefit), and offer for sale the Licensed Products for the Field of Use; (c) for 21 [*] or more of the Licensed Products shipped by LICENSEE hereunder, and not installed with equipment supplied by IBA[*], an exclusive only as to Procure[*], or a substitute thereof in the medical device arena, non-revocable, royalty-based license and privilege under the Licensed Patent in the Licensed Territory, to make, import, use, sell, have sold, distribute, have distributed, have made (including manufacture by others for LICENSEE’s 's benefit), and offer for sale the Licensed Products for the Field of Use. The royalty under this section to be 20% [*] of LICENSEE’s 's actual cost of goods of the Licensed Products provided hereunder, such cost of goods shall be disclosed by LICENSEE to LICENSOR within 30 days of the shipment of the 21st [*] Licensed Product, 2.2 LICENSOR hereby grants to LICENSEE, subject to and consistent with the terms and conditions of Section 13 of the Manufacturing Agreement between LICENSOR and LICENSEE, a non-exclusive, fully paid up, royalty free, license, and privilege under the Licensed Trademarks in the Licensed Territory to use the Licensed Trademarks for the Licensed Products so long as LICENSEE has license under Section 2.1 above. In order that the use of the Licensed Trademarks may be effective, the LICENSEE shall maintain in the Licensed Products’ ' manufacture or services rendering, the same quality standard that LICENSEE uses in manufacturing the Licensed Products for the LICENSOR under the Manufacturing Agreement. The LICENSEE’s 's use of the Licensed Trademarks shall be conducted in a commercially reasonable manner, which maintains the associated goodwill, and reputation, which has been attributed to LICENSOR by its consumers and the public. All related advertising, promotional, and other related uses of the Licensed Trademarks by the LICENSEE shall conform to the Guidelines. [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.3 All Licensed Products for patient positioning systems will be sold by LICENSEE bearing LICENSOR’s 's label, which includes the Licensed Trademarks. LICENSOR shall provide the LICENSEE with written guidelines (the “"Guidelines”"), attached hereto as Exhibit A, regarding the appearance and use by the LICENSEE of the Licensed Trademarks, and the LICENSEE shall fully comply with any such Guidelines in all uses of the Licensed Trademarks. 2.4 During the term of this Agreement, LICENSEE acknowledges ownership of the Licensed Patent and Licensed Trademarks in LICENSOR and will do nothing inconsistent with such ownership or in denigration or tarnishment of same. LICENSEE recognizes LICENSOR’s 's title in and to the Licensed Patent and Licensed Trademarks and the validity thereof, and LICENSEE will not, in any way, in any country, during the term of this Agreement: (a) dispute or impugn such title or the validity of the Licensed Patent and Licensed Trademarks; (b) dispute or impugn the right of LICENSOR to the Licensed Patent and Licensed Trademarks; (c) dispute or impugn the right of LICENSOR to use the Licensed Patent and Licensed Trademarks; or (d) do or suffer to be done any act or thing which may in any way impair the right of LICENSOR in and to the Licensed Patent and Licensed Trademarks or any registration thereof. 2.5 LICENSOR may, at a commercially reasonable time and with reasonable notice, carry out an inspection of LICENSEE’s 's manufacturing facility or such other places of productions owned by LICENSEE so that compliance with the quality standards (“"Quality Standards”") set by LICENSOR and attached hereto as Exhibit B may be verified. Any such inspection shall be at the sole cost and expense of the LICENSOR. Any inspection shall be subject to a confidentiality agreement between LICENSOR and LICENSEE mutually agreeable to the Parties before any inspection may take place.