Common use of Grant of Rights Clause in Contracts

Grant of Rights. 3.01 CDI hereby grants and Licensee accepts, subject to the terms and conditions of this Agreement, a non-exclusive patent license under the Licensed Patent Rights, (i) to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services in the Licensed Territory and in the Field of Use. This license right is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI Caltech hereby grants to Licensee and Licensee acceptsits Affiliates the following licenses: (a) a co-exclusive, subject to the terms and conditions of this Agreement, a nonwith one third party Co-exclusive patent license Licensee, royalty-bearing license, with the right to sublicense under the Co-exclusively Licensed Patent Rights, (i) to use CIRM iPSC line or lines make, have made, import, export, use, sell, offer for internal research and for Commercial Usesale, have sold, and (ii) to make and perform otherwise exploit Licensed Products and Services in the Licensed Territory and in the Field in the Territory; provided that upon termination or expiration of Use. This license the Co-exclusive License for any reason, Licensee shall have an exclusive option to obtain an exclusive royalty-bearing license, with the right is both to sublicense, under the Co-exclusively Licensed Patent Rights, subject to Section 2.6, to make, have made, import, export, use, sell, offer for sale, have sold, and otherwise exploit Licensed Products in the Field in the Territory; (b) a non-exclusive, royalty-bearing license, without the right to sublicense except in accordance with Section 2.3, under the Non-exclusively Licensed Patent Rights to make, have made, import, export, use, sell, offer for sale, have sold, and to the personal property ownership rights that CIRM has otherwise exploit Licensed Products in the CIRM iPSC lines that CDI has made Field in the Territory; Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the CIRM iPSC RepositorySecurities and Exchange Commission. 3.02 This Agreement confers no license or rights by implication(c) a non-exclusive, estoppelroyalty-bearing license, or otherwise without the right to sublicense except in accordance with Section 2.3, under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 belowTechnology to make, have made, import, export, use, sell, offer for sale, reproduce, distribute, display, perform, create derivative works of, and otherwise exploit Licensed Products in the failure to make timely payment of any fee due under Section 5 below shall immediately terminate Field in the licenses granted in this Section 3.Territory; and 3.04 For avoidance of doubt(d) a non-exclusive, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any partyroyalty-bearing license, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivativeright to sublicense, to a non-profit entity engaged make, have made, import, export, use, sell, offer for sale, have sold, and otherwise exploit Derivatives in bona fide academic research the Field in the Territory. These licenses are personal to and nontransferable by Licensee, except as provided the non-profit entity agrees in writing Article 6. Rights not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 belowexplicitly granted herein are reserved by Caltech. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI OHSU hereby grants and Licensee accepts, subject to the terms and conditions of this Agreement, a non-an exclusive patent license to Licensee under the Licensed Patent Rights, (i) to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services Rights in the Licensed Territory to make, have made, use, offer for sale, sell and import any Licensed Products in the Field Licensed Fields of Use and to practice and have practiced any Licensed Processes in the Licensed Fields of Use. This license right is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository. 3.02 At no cost to Licensee, for two (2) years from the Effective Date: 1) for all inventions conceived within that two (2) years that are improvements to the patents and patent applications listed in Appendix A, Licensee shall have the right to add said patents and patent applications to Appendix A; and, 2) Licensee shall have the right to add patents and patent applications acquired or licensed by or to OHSU that relate to the pulsatile high-dose administration of Vitamin D and analogs in tumors and other hyperproliferative disorders. In that event, the terms and conditions governing said additional patent applications and patents added to Appendix A shall be the terms and conditions provided for herein, as modified by any further written agreement of the parties. After two (2) years from the Effective Date, the parties agree that Licensee will have the first right to negotiate in good faith regarding any additional patent rights that relate to pulsatile high-dose administration of Vitamin D and analogs in tumors and other hyperproliferative disorders that Licensee desires to acquire from OHSU. 3.03 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors OHSU other than Licensed Patent Rights regardless of whether such patents are dominant or subordinate to Licensed Patent Rights. 3.03 All 3.04 The license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 belowParagraph 3.01 above is exclusive, except that OHSU may use, and permit other academic and nonprofit organizations to use, the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make Licensed Patent Rights for educational and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivativesresearch purposes, and Differentiated Cellsfurther, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee U.S. government may transfer use the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged Licensed Patent Rights as provided for in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 belowParagraph 5.01. 3.05 Licensee hereby agrees and understands that the CIRM iPSC linesit shall not manufacture, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives distribute; market or Differentiated Cells to make sell products that directly compete with Licensed Products or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreementpractice processes that directly compete with Licensed Processes.

Grant of Rights. 3.01 CDI hereby grants 2.01 Provided that the payments under Section 5.01 have been made and Licensee acceptsthe bank guarantee under Section 11.02 and Exhibit 4 hereto has been provided to Sisvel, and subject to the terms and conditions of this Agreement, Sisvel grants Licensee and Affiliates identified in Exhibit 2 hereto a non-exclusive patent license royalty‐bearing, non‐transferable, non‐assignable, non‐exclusive license, with no right to grant sublicenses, under the Licensed Patent RightsPatents, to Manufacture, use, import, offer to Sell, Sell, or otherwise dispose of Licensed Products in the Licensed Field. 2.02 The license granted to Affiliates in Section 2.01 is limited to those Affiliates as of the Effective Date identified in Exhibit 2 hereto, and Licensee will impose on such Affiliates the obligations set forth in this Agreement and will obtain the agreement of such Affiliates to adhere to such obligations. On or before Licensee’s execution of this Agreement, Licensee will provide Sisvel with an authenticated organization chart showing the relationship of Licensee with all Affiliates. Licensee represents that such organization chart is complete and accurate. Within thirty (30) Days of any change in the identity or structure of any Affiliates, Licensee will provide Sisvel with an updated Exhibit 2 and with an updated authenticated organization chart showing the relationship of Licensee with all Affiliates. Should Licensee acquire or create a new Affiliate, such new Affiliate will automatically become licensed under this Agreement, and within thirty (30) Days of such acquisition or creation: (i) Licensee shall inform Sisvel of any activities under the Licensed Patents by the new Affiliate prior to use CIRM iPSC line or lines for internal research and for Commercial Use, and the date it became an Affiliate; (ii) Licensee shall impose on any such new Affiliate the obligations set forth in this Agreement and obtain the agreement of such new Affiliate to make adhere to such obligations; (iii) upon request of Sisvel, Licensee and perform such new Affiliate shall execute an addendum to this Agreement wherein such new Affiliate agrees to be bound by all the terms of this Agreement; (iv) Licensee shall provide Sisvel with a full past due royalty statement with respect to any activities under Licensed Patents by the new Affiliate prior to the date it became an Affiliate; and (v) Licensee shall provide Sisvel with royalty payments for Licensed Products Sold by such new Affiliate in accordance with such past due royalty statement and Services the requirements of this Agreement. Licensee’s failure to comply with (i) through (v) above shall be considered a material breach of this Agreement. 2.03 Licensee and all Affiliates licensed hereunder will be liable jointly and severally for any payments due under this Agreement for Licensed Products Manufactured, used, imported, offered for Sale, Sold, or otherwise disposed of at any time by Licensee or Affiliates. For the avoidance of doubt, the license granted under this Article 2 to an Affiliate shall remain in effect only for the time that such entity is an Affiliate and shall terminate automatically and without notice on the date on which this Agreement is terminated and/or on the date such entity ceases to be an Affiliate. 2.04 Provided that the payments under Section 5.01 have been made and the bank guarantee under Section 11.02 and Exhibit 4 hereto has been provided to Sisvel, and that Licensee is in full compliance with all its obligations under this Agreement, Sisvel hereby releases, acquits, and forever discharges Licensee and Affiliates listed in Exhibit 2 from any and all claims of infringement of the Licensed Territory and in the Field of Use. This license right is both Patents limited to the Licensed Patent Rights Field and arising out of the Licensed Products Manufactured, used, imported, offered for Sale, Sold, or otherwise disposed of by Licensee or Affiliates prior to the personal property ownership rights Effective Date which are listed in Table (a) of the royalty statement(s) attached to this Agreement. The Parties specifically agree that CIRM nothing in this Agreement prevents Sisvel from seeking and obtaining royalties from any third party from or to which Licensee has purchased or Sold Licensed Products for which a royalty has not been paid, regardless of whether such products are listed in the CIRM iPSC lines royalty statement(s) attached to this Agreement. 2.05 Licensee, for itself and Affiliates, acknowledges that CDI has made the rights granted herein are limited to the Licensed Field, and Licensee, for itself and Affiliates, acknowledges that no rights granted herein shall apply to any practice under any Licensed Patent outside the Licensed Field. For the avoidance of doubt, no rights are granted under this Agreement with respect to any standards other than the Wireless Standards. 2.06 No rights granted under this Agreement extend to any third party product or process conforming to the Wireless Standards and covered by the Licensed Patents merely because it is used or Sold in combination with a Licensed Product of Licensee. 2.07 No rights are granted under this Agreement for products declared by Licensee as Sold, purchased, or disposed of by Licensee or Affiliates and in breach of Section 11.01 below and therefore such products are not licensed and are not subject to the payment (except for the CIRM iPSC Repositoryamounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this Agreement. 3.02 This Agreement confers 2.08 It is understood and agreed that no license or rights immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors otherwise, other than Licensed Patent Rightsas expressly provided under this Article 2. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI hereby grants and Licensee accepts, subject a) Subject to the terms and conditions of this Agreement, each Contributor hereby grants Recipient a non-exclusive exclusive, worldwide, royalty-free copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, distributeDistribute and sublicense the Contribution of such Contributor, if any, and such Derivative Works, in Source Code and Executable Code form. b) Subject to the terms of this Agreement, each Contributor hereby grants Recipient a non-exclusive, worldwide, royalty-free patent license under Licensed Patents to make, use, sell, offer to sell, import and otherwise transfer the Contribution of such Contributor, if any, in Source Code and Executable Codeor other form. This patent license shall apply to the combination of the Contribution and the Program if, at the time the Contribution is added by the Contributor, such addition of the Contribution causes such combination to be covered by the Licensed Patent Rights, (i) Patents. The patent license shall not apply to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services in any other combinations which include the Licensed Territory and in the Field of UseContribution. This license right No hardware per se is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repositorylicensed hereunder. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate c) Recipient understands that although each Contributor grants the licenses granted in this Section 3. 3.04 For avoidance to its Contributions set forth herein, no assurances are provided by any Contributor that the Program does not infringe the patent or other intellectual property rights of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In additionEach Contributor disclaims any liability to Recipient for claims brought by any other entity based on infringement of intellectual property rights or otherwise. As a condition to exercising the rights and licenses granted hereunder, Licensee shall not conduct High Throughput Screeningeach Recipient hereby assumes sole responsibility to secure any other intellectual property rights needed, unless Licensee has complied with Section 5.05 belowif any. For example, if a third party patent license is required to allow Recipient to distributeDistribute the Program, it is Recipient's responsibility to acquire that license before distributing the Program. 3.05 Licensee agrees and understands d) Each Contributor represents that to its knowledge it has sufficient copyright rights in its Contribution, if any, to grant the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for copyright license set forth in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement. e) Notwithstanding the terms of any Secondary License, no Contributor makes additional grants to any Recipient (other than those set forth in EPL v. 2) as a result of such Recipient’s receipt of the Program under the terms of a Secondary License (if permitted under the terms of Section 3).

Grant of Rights. 3.01 CDI PHS hereby grants and Licensee accepts, subject to the terms and conditions of this Agreement, an exclusive license under the Licensed Patent Rights and the exclusive rights to use the Biological Materials in the Exclusive Licensed Territory to make and have made, to use and have used, to sell and have sold, to offer to sell, and to import or to export any Licensed Product in the Licensed Fields of Use and to practice and have practiced any Licensed Processes in the Licensed Fields of Use. During the term of this Agreement, Biological Materials shall not be provided by PHS to any third party except under written agreement prohibiting the practice of the rights granted hereunder in the Exclusive Licensed Territory for commercial purposes. For clarification, Biological Materials may be provided under Research Licenses as described in Paragraph 5.04. 3.02 PHS hereby grants and Licensee accepts, subject to the terms and conditions of this Agreement, a non-exclusive patent license under the Licensed Patent Rights, (i) Rights and non-exclusive right to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) the Biological Materials in the Non-Exclusive Licensed Territory to make and perform have made, to use and have used, to sell and have sold, to offer to sell, and to import or to export any Licensed Products and Services Product(s) in the Licensed Territory Fields of Use and to practice and have practiced any Licensed Processes in the Field Licensed Fields of Use. This license right is both to For the sake of clarification, the Non-Exclusive Licensed Territory includes (without limitation) Australia, Japan, and South Korea, where patents and patent applications under Licensed Patent Rights have been filed or issued. 3.03 PHS hereby grants and Licensee accepts, subject to the personal property ownership terms and conditions of this Agreement, the right to use the relevant documentation and information listed in Appendix B for development of, regulatory licensing of, and otherwise as related to exercise of Licensee’s rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repositoryto Licensed Product(s). 3.02 3.04 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors PHS other than Licensed Patent Rights in the Licensed Territories regardless of whether such patents are dominant or subordinate to Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon . To the timely payment best of all fees required by Section 5 belowits knowledge, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands PHS represents that the CIRM iPSC lines, Derivatives Licensed Patent Rights and Differentiated Cells may Biological Materials in the Licensed Territories can be used for in vitro purposes only. Any use exploited without infringing other patents or other intellectual property rights of PHS as of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach effective date of this Agreement.

Grant of Rights. 3.01 CDI hereby grants 2.01 Provided that the payments under Section 5.01 have been made, the bank guarantee under Section 11.02 and Licensee acceptsExhibit 7 hereto has been provided to Sisvel, and subject to the terms and conditions of this Agreement, Sisvel grants Licensee and Licensee Affiliates identified in Exhibit 5 hereto a royalty-bearing, non-transferable, non-assignable, non-exclusive patent license license, with no right to grant sublicenses, under the Licensed LTE Essential Patent RightsClaims, (i) to use CIRM iPSC line Manufacture, use, import, purchase, offer to Sell, Sell, or lines for internal research and for Commercial Useotherwise dispose of Licensed Products in the LTE Field. 2.02 The license granted to Licensee Affiliates in Section 2.01 is limited to those Licensee Affiliates as of the Effective Date identified in Exhibit 5 hereto, and Licensee will impose on such Licensee Affiliates the obligations set forth in this Agreement and will obtain the agreement of such Licensee Affiliates to adhere to such obligations. On or before Licensee’s execution of this Agreement, Licensee will provide Sisvel with an authenticated organization chart showing the relationship of Licensee and all Licensee Affiliates as of the Effective Date. Licensee represents that such organization chart is complete and accurate. Within thirty (ii30) Days of any change in the identity or structure of Licensee Affiliates, Licensee will provide Sisvel with an updated Exhibit 5 and with an updated authenticated organization chart showing the relationship of Licensee and all Licensee Affiliates. Should Licensee acquire or create a new Licensee Affiliate, such new Licensee Affiliate will automatically become licensed under the Agreement, provided, however, that within thirty (30) Days of such acquisition or creation: (a) Licensee shall inform Sisvel of any activities under the Licensed LTE Essential Patents by the new Licensee Affiliate prior to make the date it became a Licensee Affiliate; (b) Licensee shall impose on any such new Licensee Affiliate the obligations set forth in this Agreement and perform obtains the agreement of such new Licensee Affiliate to adhere to such obligations; (c) upon request of Sisvel, Licensee and such new Licensee Affiliate shall execute an addendum to this Agreement wherein such new Licensee Affiliate agrees to be bound by all the terms of this Agreement; (d) Licensee shall provide Sisvel with a full past due royalty statement with respect to any activities under Licensed LTE Essential Patents by such entity prior to the date it became a Licensee Affiliate; and (e) Licensee shall provide Sisvel with payments for such new Licensee Affiliate in accordance with such past due royalty statement and the requirements of this Agreement. Failure to comply with (a) through (e) above shall be considered a material breach of this Agreement. 2.03 Licensee and all Licensee Affiliates licensed hereunder will be liable jointly and severally for any payments due under this Agreement for Licensed Products Manufactured, used, imported, purchased, offered to Sell, Sold, or otherwise disposed of at any time by Licensee or Affiliates. For the avoidance of doubt, the license granted under Article 2 of this Agreement to a Licensee Affiliate shall remain in effect only for the time that such entity is a Licensee Affiliate and Services shall terminate automatically and without notice on the date on which this Agreement is terminated and/or on the date such entity ceases to be a Licensee Affiliate. 2.04 Provided that the payments under Section 5.01 have been made, the bank guarantee under Section 11.02 and Exhibit 7 hereto has been provided to Sisvel, and that Licensee (including licensed Licensee Affiliates) is in full compliance with all its obligations under this Agreement, Sisvel hereby releases, acquits, and forever discharges Licensee and licensed Licensee Affiliates listed in Exhibit 5 from any and all claims of infringement of the Licensed LTE Essential Patent Claims, limited to the LTE Field and arising out of the Licensed Products Manufactured, used, imported, purchased, offered for Sale, Sold, or otherwise disposed of prior to the Effective Date which are listed in the royalty statement(s) provided for in accordance with Section 5.01(b) and attached to this Agreement. The Parties specifically agree that nothing in this Agreement prevents Sisvel from seeking and obtaining royalties from any third party from or to which Licensee has purchased or Sold Licensed Territory and Products for which a royalty has not been paid, regardless of whether such products are listed in the Field of Use. This license right is both royalty statement(s) attached to this Agreement. 2.05 Licensee, for itself and licensed Licensee Affiliates, acknowledges that the rights granted herein are limited to the Licensed LTE Field, and Licensee, for itself and licensed Licensee Affiliates, acknowledges that no rights granted herein shall apply to any practice under any LTE Essential Patent Rights and outside the LTE Field. For the avoidance of doubt, no rights are granted under this Agreement with respect to any standards other than the LTE Standard. 2.06 No rights granted under this Agreement extend to any product or process conforming to the personal property ownership rights that CIRM has LTE Standard and covered by the Licensed LTE Essential Patents merely because it is used, purchased, or Sold in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repositorycombination with a Licensed Product of Licensee. 3.02 This 2.07 No rights are granted under this Agreement confers for products declared by Licensee as Sold, purchased, or disposed of by Licensee or Licensee Affiliates in breach of Section 11.01, and therefore such products are not licensed and are not subject to the payment and reporting obligations of Licensee under this Agreement (except for amounts due pursuant to Section 10.06 below). 2.08 It is understood and agreed that no license or rights immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors otherwise, other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are as expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due provided under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach Article 2 of this Agreement.

Grant of Rights. 3.01 CDI hereby grants 2.1 For the Term, and Licensee accepts, subject to the terms and conditions of this Agreement, PBL hereby grants to DICERNA and its Affiliates, a non-exclusive patent exclusive, world-wide, sublicensable (subject to Section 2.3) license under the Licensed Patent Rights, Intellectual Property to (i) to use CIRM iPSC line or lines use, sell, offer for internal research sale, make, have made, import, export and for Commercial Use, otherwise dispose of Licensed Products in the Licensed Field and (ii) to make engage in the research, screening, discovery, development and perform testing in connection with the Licensed Products and Services in the Licensed Territory Field (“License”). The License expressly excludes DICERNA’s and its Affiliates’ provision of any services to third parties; production and/or sale of kits, diagnostic products or research reagents; products for non-human animal health, agriculture or other industrial applications outside of the Licensed Field. 2.2 During the term, DICERNA may nominate [***] SRM(s), by written notice specifying such SRM(s) to PBL at any time prior to an IND being filed for such SRM(s) by DICERNA. Notwithstanding the foregoing, DICERNA shall nominate [***] within [***] of the Effective Date. Subject to payment by DICERNA of the relevant fees and royalties as detailed in Article 3 below, the Field Licence will come into effect for such nominated SRM(s). Where a nominated SRM designates [***] then such Licence will be only to all product forms that employ [***] may claim benefit from any fees already paid under this Agreement. 2.3 DICERNA shall have the right, in respect of Use. This license any Licensed Product, to sublicense the License to a third party development and/or commercialisation partner, always subject to the payment of the fees and royalties detailed in Article 3 below, provided that DICERNA shall not have the right to enter into a transaction the sole purpose of which is both to grant a third party access to the Licensed Patent Rights Intellectual Property. Such sublicenses shall be by written agreement between DICERNA and the sublicensee and shall include applicable obligations on the sublicensee which are equivalent to the personal property ownership rights that CIRM has obligations on DICERNA under this Agreement. DICERNA shall notify PBL in writing within [***] of entering into any such sublicense agreement, identifying the CIRM iPSC lines that CDI has made for sublicensee and the CIRM iPSC Repository. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents number of Licensed Product(s) involved. DICERNA shall be liable to PBL in respect of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted sublicensee act(s) resulting in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement as if it had been a breach by DICERNA of its obligations under this Agreement. DICERNA shall promptly notify PBL of any such breach of which DICERNA is aware by a DICERNA sublicensee of any of its obligations under any such sublicense and shall take all necessary steps at its own expense to enforce the terms of the sublicense. 2.4 DICERNA and its sublicensees shall conspicuously display, to the extent such display does not conflict with any rules or requirements of regulatory authorities, in printed form: (a) directly on all packages containing any Licensed Products to be sold or transferred to third parties, (b) directly on all literature accompanying Licensed Products to be sold or transferred to third parties, and (c) directly on all websites concerning Licensed Products, the following notice: THESE MATERIALS ARE COVERED UNDER US PATENT 8,097,710, 8,258,285, 8,263,569 and 8,299,235 {amend as appropriate with the grant of further patents}. THE PURCHASE OF THESE MATERIALS CONVEYS NO LICENSE UNDER SAID PATENTS OTHER THAN TO UTILIZE THE MATERIALS FOR THE PURPOSE FOR WHICH THEY ARE SOLD.

Grant of Rights. 3.01 CDI hereby grants Upon the terms and Licensee accepts, subject to the terms and conditions of this AgreementAgreement (including but not limited to the exclusions set forth in Section 2.2 herein), Geneart hereby grants to Licensee and Authorized Affiliates, and Licensee on its own and on behalf of Authorized Affiliates hereby accepts from Geneart, a limited, nonexclusive, non-exclusive patent license transferable (except in accordance with Section 8.1 herein), non-sublicensable fee-bearing sublicense under the Patent Rights in the Territory in the Licensed Patent RightsField for the Term for Licensee and/or Authorized Affiliates to transfer Licensed Cell Line to Service Providers, for use by such Service Providers in the Licensed Field solely for the benefit of Licensee and/or Authorized Affiliates, provided that each such Service Provider agrees in writing (i) not to transfer the Licensed Cell Line to, or use the Licensed Cell Line on behalf of, any Third Party, (ii) not to use CIRM iPSC line the Licensed Cell Line for the benefit of such Service Provider other than such use on behalf of Licensee and/or Authorized Affiliates herein, and (iii) to return to Licensee and/or Authorized Affiliates or lines destroy all Licensed Cell Line in its possession upon completion or termination of its activities on behalf of Licensee and/or Authorized Affiliates, and to certify such return or destruction in writing to Licensee and/or Authorized Affiliates (with a copy of such certification provided to Geneart upon request). Licensee shall promptly notify Geneart once it and/or any Authorized Affiliates become aware that any Service Provider is using the Licensed Cell Line other than as permitted under this Agreement. Licensee agrees that its and/or Authorized Affiliates’ continued employment of a Service Provider for internal research use of the Licensed Cell Line when Licensee and/or Authorized Affiliates is/are aware that such Service Provider is using the Licensed Cell Line other than as permitted herein shall constitute a material breach by Licensee under this Agreement, and may result in termination of this Agreement if such breach is not cured as provided under Section 5.4 herein. Notwithstanding anything to the contrary in this Agreement (i) Licensee shall remain responsible for Commercial Useits own performance, the performance of Authorized Affiliates, and performance by its and their Service Providers under this Agreement, and (ii) to make and perform Licensed Products and Services in the Licensed Territory and in the Field of Use. This license right is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted to any Authorized Affiliate(s) in this Agreement shall be in effect for only so long as such Authorized Affiliate(s) meet(s) the definition of Affiliate set forth in Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 31.1 herein. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI hereby In consideration of the receipt of an Activation Letter specifying the Compound and the Route of Administration to be licensed and simultaneous receipt of the first Milestone payment by Emisphere (both from Lilly), the receipt and adequacy of which is acknowledged by Emisphere to Lilly by Emisphere's acceptance of the Activation Letter and Milestone payment, Emisphere grants and Licensee accepts, subject to Lilly for the terms and conditions term of this Agreement: 2.1 an exclusive license to use (a) the Emisphere Patents, the Emisphere Program Patents and Emisphere's share of the Joint Patents for the Field, and (b) the Emisphere Know-How, the Emisphere Program Know-How and Emisphere's share of the Joint Know-How for the Field. All proprietary rights and rights of ownership with respect to the Emisphere Technology and Emisphere Program Technology shall at all times remain solely with Emisphere unless otherwise specified in this Agreement. Lilly shall not have any rights to use the Emisphere Technology or Emisphere Program Technology other than insofar as they relate directly to the Field and are expressly granted herein. 2.2 Subject to Clause 6.3, Lilly shall have the right to sublicense the rights granted to it by Emisphere pursuant to this Agreement. Insofar as the obligations owed by Lilly to Emisphere are concerned, Lilly shall remain responsible for all acts and omissions of any sub-licensee as if they were by Lilly. Lilly shall forthwith notify Emisphere of any sub-license granted by Lilly. In all cases, (i) royalties shall be paid at the rate provided for herein (i.e., in accordance with the relevant Option Agreement Appendix); and (ii) the applicable royalty rate shall be determined with reference to market share or net sales figures (as the case may be) determined by cumulating all sales of the Product by Lilly and all of its sub-licensees. It shall be Lilly's responsibility in all cases to determine the cumulated net sales or market share data and assure that Emisphere is paid (whether by Lilly or the sub-licensee) the royalties at the increased rate provided for upon reaching the yearly targets, all as set forth in the relevant Appendix of the Option Agreement. If Emisphere does not receive payment from a sublicensee within [***] of the end of each quarter, Emisphere shall immediately notify Lilly's royalty administration personnel (contact name shall be provided once Product is Launched) that payment has not been remitted. If unforeseen circumstances result in a sublicensee not reporting to Lilly, the amount of their Net Sales such that Lilly cannot determine the cumulative Net Sales or market share data, Lilly shall pay Emisphere its royalty due on Lilly Net Sales only and within [***] of the end of such calendar quarter, ensure that Emisphere will receive the appropriate amount of royalties from either the sublicensee or Lilly. Notwithstanding the previous sentence however, Net Sales by sublicensees shall not be counted twice in the calculation of royalty payments due to Emisphere. In the event of a termination of this Agreement due to a breach by Lilly, Emisphere shall have the right but not the obligation to assume any such sub-license under the same terms. In consideration of the obligations assumed hereunder, Lilly grants to Emisphere, solely for the purposes of carrying out the latter's obligations hereunder: 2.3 a non-exclusive patent license under the Licensed Patent Rights, (i) to use CIRM iPSC line or lines for internal research the Lilly Technology and for Commercial Use, the Lilly Program Technology. All proprietary rights and (ii) to make and perform Licensed Products and Services in the Licensed Territory and in the Field rights of Use. This license right is both ownership with respect to the Licensed Patent Rights Lilly Technology and the Lilly Program Technology shall at all times remain solely with Lilly, unless otherwise specified in this Agreement. Emisphere shall not have any rights to use the personal property ownership rights that CIRM has in Lilly Technology or the CIRM iPSC lines that CDI has made for the CIRM iPSC RepositoryLilly Program Technology other than insofar as expressly granted herein. 3.02 This 2.4 Emisphere shall have no right to sublicense the rights granted to it by Lilly pursuant to this Agreement confers no license or rights except as expressly authorized by implicationLilly. Insofar as the obligations owed by Emisphere to Lilly are concerned, estoppel, or otherwise under any patent applications or patents Emisphere shall remain responsible for all acts and omissions of any of the Licensors other than Licensed Patent Rightsapproved sub-licensee as if they were by Emisphere. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI 2.1 ICN-RP hereby grants to Schering an exclusive option to obtain an exclusive (even as to ICN-RP), worldwide license to use the ICN-RP Know-How and Licensee acceptsunder the Patent Rights to make, have made, import, export, use, offer for sale and sell Compounds and/or Products in the Field in the Territory on and subject to the terms and conditions of this Agreement. Any such license shall include the right to grant sublicenses and shall include the rights to all Derivatives of the licensed Compounds. Schering's exclusive option rights under this Section 2.1 shall remain in full force and effect until such time as Schering has agreed to acquire exclusive licenses to three (3) Compounds/Products in the Field under this Agreement, whereupon such option rights shall be exhausted. Effective upon the exhaustion of Schering's option rights, ICN-RP shall have no further obligations under Article 2 or Section 3.1 with respect to Compounds and/or Products in the Field. Furthermore, upon the exercise of each such option right, ICN-RP's obligations under Sections 3.6 and 3.7 shall be transferred to and assumed by Schering in accordance with the terms of Sections 3.6 and 3.8. 2.2 The option rights granted to Schering under Section 2.1 with respect to any given Compound and/or Product shall be exercisable, in its sole discretion, at any time prior to the start of Phase II clinical studies for the Compound and/or Product [REDACTED] by providing written notice to ICN-RP. ICN-RP shall notify Schering in writing at least [REDACTED] days prior to the start of Phase II studies with respect to each Compound and/or Product being developed by ICN-RP and/or their respective Affiliates in the Field. Promptly after such notice, ICN-RP and/or their respective Affiliates (as applicable) shall provide Schering copies of and/or direct access to all preclinical and clinical data with respect to the Compound and/or Product, and all other information and data in ICN-RP's or their respective Affiliates' possession or control relating to the Compound and/or Product, including but not limited to all information relating to the safety and efficacy of the Compound and/or Product. ICN-RP shall cooperate fully with Schering during its due diligence review of such data by providing Schering in a nontimely manner with all information necessary to conduct a thorough scientific and commercial evaluation of the Compound and/or Product. Following receipt of all information reasonably necessary to complete its due diligence review, Schering shall have a period of [REDACTED] days in which to notify ICN that it intends to exercise its option rights with respect to the Compound and/or Product. In the event that ICN-exclusive patent license under RP fails to provide such information to Schering, Schering will notify ICN-RP of any information that has not been provided and ICN-RP shall have [REDACTED] days to provide such information; provided that Schering's [REDACTED] day due diligence period shall be tolled until the Licensed Patent Rights, later of (i) to use CIRM iPSC line the expiration of that [REDACTED] day period or lines for internal research and for Commercial Use, and (ii) the date on which ICN-RP has provided to make Schering all such information requested by Schering. In the event that Schering does not notify ICN-RP that it intends to exercise its option, then Schering's option with respect to such Compound and/or Product shall expire upon the expiration of the [REDACTED] day period and perform Licensed ICN-RP shall thereafter be entitled to develop and commercialize the Compound and/or Product itself or to license the Compound and/or Product to a third party. 2.3 Effective upon written notice by Schering to ICN-RP that it is exercising its option under Section 2.1 with respect to a given Compound and/or Product, ICN-RP shall grant to Schering and/or its designated Affiliate(s) an exclusive (even as to ICN-RP), worldwide license to use the ICN-RP Know-How and under the Patent Rights to make, have made, import, export, use, offer for sale and sell the Compound, Derivatives and/or Products and Services in the Licensed Territory and Territory. 2.4 In the event that any time after exercising its option on any Compound and/or Product, Schering decides to grant a sublicense to, or to enter into a co-marketing agreement with, a third party (other than a Schering Affiliate) in one or more countries in the Field of Use. This license right is both Territory with respect to the Licensed Patent Rights and Compound and/or Product, ICN-RP shall have the right of first refusal to sub-license and/or co-market the personal property ownership rights Compound and/or Product in such country(ies) on commercially reasonable terms; provided that CIRM ICN-RP has in place an existing sales force and marketing organization which is determined by Schering, in its reasonable discretion, to be of sufficient size, training and experience to enable ICN-RP to fulfill the CIRM iPSC lines that CDI has made obligations of the proposed sublicense or co-marketing agreement in such country(ies). Following such notice, ICN-RP shall have a period of [REDACTED] days in which to notify Schering of its intent to exercise its right of first refusal. If ICN-RP exercises its right of first refusal, the parties shall in good faith negotiate and enter into a mutually acceptable license or co-marketing agreement, as applicable. If ICN-RP does not exercise its right of first refusal within such [REDACTED] day period, then Schering shall be free to enter into such an agreement with a third party. If the parties are unable to reach agreement on the commercial terms for the CIRM iPSC Repositorylicense or co-marketing agreement within [REDACTED] days of ICN-RP exercising its right of first refusal, then Schering shall be free to negotiate and enter into an agreement with any third party on substantially similar terms to those offered to ICN-RP. 3.02 This Agreement confers no 2.5 Nothing in this Agreement, or any license agreements or rights other agreements to be entered into by the parties pursuant to this Agreement, shall be construed as conveying to ICN-RP, expressly, by implication, estoppelestoppel or otherwise, any license or otherwise under any patent applications other right or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted interest in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any partyinformation, with the sole exception that Licensee may transfer the CIRM iPSC line data, know-how, materials, patent applications, patents or lines, other forms of intellectual property owned or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 belowcontrolled by Schering and/or its Affiliates. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI hereby grants 2.01 Provided that the payments under Section 5.01 have been made and Licensee acceptsthe bank guarantee under Section 11.05 and Exhibit 5 hereto has been provided to Sisvel, and subject to the terms and conditions of this Agreement, Sisvel grants Licensee and Licensee Affiliates identified in Exhibit 3 hereto a royalty- bearing, non-transferable, non-assignable, non-exclusive patent license license, with no right to grant sublicenses or any other allowances, under the DVB-S2 Listed Patents, to Manufacture, use, import, offer to Sell, Sell, or otherwise dispose of Licensed Patent RightsProducts in the DVB-S2 Field. 2.02 Licensee will ensure that the following clause is part of any contract between Licensee and a purchaser of Licensed Products: “The sale and/or purchase of a transmitting device does not confer any license (neither explicit nor implied) or allowance to the buyer or any third party under any patent or any other IPR (intellectual property right) which might be realized by any corresponding receiving device and/or by its use. The same applies vice versa in case of a sale and/or purchase of a receiving device with regard to the corresponding transmitting device”. 2.03 The license granted to Licensee Affiliates in Section 2.01 is limited to those Licensee Affiliates as of the Effective Date identified in Exhibit 3 hereto, and Licensee will impose on such Licensee Affiliates the obligations set forth in this Agreement and will obtain the agreement of such Licensee Affiliates to adhere to such obligations. On or before Licensee’s execution of this Agreement, Licensee will provide Sisvel with an authenticated organization chart showing the relationship of Licensee with all Licensee Affiliates. Licensee represents that such organization chart is complete and accurate. Within thirty (30) Days of any change in the identity or structure of any Licensee Affiliates, Licensee will provide Sisvel with an updated Exhibit 3 and with an updated authenticated organization chart showing the relationship of Licensee with all Licensee Affiliates. Should Licensee acquire or create a new Licensee Affiliate, such new Licensee Affiliate will automatically become licensed under this Agreement, and within thirty (30) Days of such acquisition or creation: (i) Licensee shall inform Sisvel of any activities under the DVB-S2 Listed Patents by the new Licensee Affiliate within a period of six (6) years prior to use CIRM iPSC line or lines for internal research and for Commercial Use, and the date it became an Licensee Affiliate; (ii) Licensee shall impose on any such new Licensee Affiliate the obligations set forth in this Agreement and obtain the agreement of such new Licensee Affiliate to make adhere to such obligations; (iii) upon request of Sisvel, Licensee and perform such new Licensee Affiliate shall execute an addendum to this Agreement wherein such new Licensee Affiliate agrees to be bound by all the terms of this Agreement; (iv) Licensee shall provide Sisvel with a full past due royalty statement with respect to any activities under DVB-S2 Listed Patents by the new Licensee Affiliate prior to the date it became an Licensee Affiliate; and (v) Licensee shall provide Sisvel with royalty payments for Licensed Products Sold by such new Licensee Affiliate in accordance with such past due royalty statement and Services the requirements of this Agreement. Licensee’s failure to comply with (i) through (v) above shall be considered a material breach of this Agreement. 2.04 Licensee and all Licensee Affiliates licensed hereunder will be liable jointly and severally for any payments due under this Agreement for Licensed Products Manufactured, used, imported, offered for Sale, Sold, or otherwise disposed of at any time by Licensee or Licensee Affiliates. For the avoidance of doubt, the license granted under this ARTICLE 2 to a Licensee Affiliate shall remain in effect only for the time that such entity is a Licensee Affiliate and shall terminate automatically and without notice on the date on which this Agreement is terminated and/or on the date such entity ceases to be a Licensee Affiliate. 2.05 Provided that the payments under Section 5.01 have been made and the bank guarantee under Section 11.05 and Exhibit 5 hereto has been provided to Sisvel, and that Licensee is in full compliance with all its obligations under this Agreement, Sisvel hereby releases, acquits, and forever discharges Licensee and Licensee Affiliates listed in Exhibit 3 from any and all claims of infringement of the DVB-S2 Listed Patents limited to the DVB-S2 Field and arising out of the Licensed Products Manufactured, used, imported, offered for Sale, Sold, or otherwise disposed of by Licensee or Licensee Affiliates prior to the Effective Date, which Licensed Products are listed in Table (a) of the royalty statement(s) attached at Exhibit 4 to this Agreement. The Parties specifically agree that nothing in this Agreement prevents Sisvel from seeking and obtaining royalties from any third party from or to which Licensee has purchased or Sold Licensed Products for which a royalty has not been paid, regardless of whether such products are listed in the Licensed Territory royalty statement(s) attached to this Agreement. 2.06 Licensee, for itself and in Licensee Affiliates, acknowledges that the Field of Use. This license right is both rights granted herein are limited to the Licensed DVB-S2 Field, and Licensee, for itself and Licensee Affiliates, acknowledges that no rights granted herein shall apply to any practice under any DVB-S2 Essential Patent Rights and Claim outside the DVB-S2 Field. For the avoidance of doubt, no rights are granted under this Agreement with respect to any standards other than the DVB-S2 Standard. 2.07 No rights granted under this Agreement extend to any product or process conforming to the personal property ownership DVB-S2 Standard and covered by the DVB-S2 Essential Patent Claims merely because the product or process is used or Sold in combination with a Licensed Product of Licensee or a Licensee Affiliate. No rights that CIRM has granted under this Agreement extend to any receiver or decoder merely because it is used or Sold in combination with a transmitter, encoder, or a transmitted signal stemming from Licensee, and no rights granted under this Agreement extend to any transmitter, encoder, or transmitted signal merely because it is used or Sold in combination with a receiver or decoder stemming from Licensee or a Licensee Affiliate. 2.08 No rights are granted under this Agreement for products declared by Licensee as Sold, purchased, or disposed of by Licensee or Licensee Affiliates in breach of Section 3.06 infra. Such products are not licensed and are not subject to the CIRM iPSC lines that CDI has made payment (except for the CIRM iPSC Repositoryamounts due pursuant to Section 10.05 infra) and reporting obligations of Licensee under this Agreement. 3.02 This Agreement confers 2.09 It is understood and agreed that no license or rights immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors otherwise, other than Licensed Patent Rightsas expressly provided under this ARTICLE 2. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI 3.1 The NIAID hereby grants and the Licensee accepts, subject to the terms and conditions of this Agreement, a non-exclusive patent nonexclusive license under the Licensed Patent Rights, Rights listed in Appendix A (iI and II) to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform under the provided Licensed Products and Services Additional Documentation in the Licensed Territory to make and have made, to use and have used, to sell and have sold, to offer to sell, and to import any Licensed Products in the Licensed Fields of Use and to practice and have practiced any Licensed Processes in the Licensed Fields of Use. For the sake of clarity, Licensee shall have the right to transfer Licensed Products, Licensed Materials or Licensed Additional Documentation to the Licensee’s Affiliate(s), sublicensees, and third-party contractors to conduct commercial research and/or product development using the Licensed Products or Licensed Materials solely in accordance with the terms of this Agreement, provided that such entities may not use the Licensed Products or Licensed Materials for any purpose other than that described herein, and consent to be bound by any applicable terms and obligations of this Agreement. 3.2 The NIAID grants and the Licensee accepts, subject to the terms and conditions of this Agreement, a nonexclusive license under the Licensed Patent Rights to make and have made, to use and have used, and to import and have imported the Licensed Materials listed in Appendix B in the Licensed Field of Use. This license For the sake of clarity, Licensee has no right is both to the sell and have sold, or to offer to sell, Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC RepositoryMaterials. 3.02 3.3 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors NIAID other than the Licensed Patent Rights regardless of whether these patents are dominant or subordinate to the Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon 3.4 The NIAID agrees to use reasonable efforts to transfer copies of the timely payment of all fees required by Section 5 belowLicensed Additional Documentation, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivativeas available, to any party, with Licensee promptly after the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach effective date of this Agreement.. The NIAID acknowledges that information relating to the Licensed Patent Rights or Licensed Products may be of assistance to the Licensee in its research efforts. Accordingly, the NIAID shall consider reasonable requests by the Licensee for access to the inventors of the Licensed Patent Rights, Licensed Additional Documentation, and Licensed Materials. [***] NIH Patent License Agreement Nonexclusive - Sublicensable

Grant of Rights. 3.01 CDI 2.1 The Foundation hereby grants to Licensee and Licensee accepts, subject to the terms and conditions of this Agreementhereof, in the Territory and for the Field, a non-exclusive patent license to practice under the Technology Rights and an exclusive (even as to Foundation, except as provided in Section 2.4, and except when termination of the exclusivity of the license occurs pursuant to Article IX) license (collectively, the “License”) to practice under the Patent Rights and, to the extent not prohibited by other patents, to make, have made, use, have used, sell, have sold, export and import Licensed Products and to practice Licensed Processes, until the expiration of this Agreement, unless this Agreement shall be sooner terminated in accordance with the terms hereof. 2.2 In order to establish a period of commercial exclusivity for Licensee, the Foundation agrees that it will not grant, in the Territory for the Field, any other license to practice under the Patent Rights or to make, have made, use, have used, sell, have sold, export or import Licensed Products or to practice the Licensed Processes, except as RXi — Foundation License — Optimized E75 (Peoples) required by the obligations related to Section 2.4(a) or as permitted in Section 2.4(b), during the period of time commencing with the Effective Date and ending with the first to occur of: (a) The expiration of all Patent Rights; (b) A court or tribunal, in a final decision not subject to further appeal, declaring invalid or unenforceable all claims in the Patent Rights; (c) The abandonment of all claims in the Patent Rights; or (d) The termination of this Agreement or the termination of the exclusivity of the License in accordance with Article IX 2.3 Subject to the Foundation’s prior approval, which approval shall not be unreasonably withheld or delayed, Licensee shall have the right to grant sublicenses hereunder via written sublicense agreements. The License granted to Licensee hereunder does not extend to any Affiliate of Licensee unless and until such Affiliate enters into a written sublicense agreement with Licensee that is consistent with the requirements hereof and the Foundation approves the written sublicense agreement. (a) In all sublicenses granted hereunder, Licensee shall provide that the sublicense is subject and subordinate to all terms and conditions of this Agreement, except: (i) to use CIRM iPSC line or lines for internal research and for Commercial Usethe sublicensee may not grant any sublicenses except with the Foundation’s prior express written approval, and (ii) any royalty or other payment paid by the sublicensee to Licensee may exceed the rate set forth in this Agreement. Licensee shall attach a copy of this Agreement to any sublicense agreement and shall provide a complete copy of the sublicense agreement to the Foundation promptly after signing by the parties thereto. (b) Licensee may not receive from any sublicensee anything of value in lieu of cash payments in consideration for any sublicense under this Agreement, without the Foundation’s prior express written approval, which shall not be unreasonably withheld or delayed. (c) Sublicenses may extend past the expiration date of the exclusive period but any exclusivity of such sublicenses shall expire upon the termination or expiration of Licensee’s exclusivity. Upon any termination of this Agreement, sublicensees’ rights shall also terminate, subject to Section 9.3. 2.4 The granting and exercise of the License is subject to the following conditions: (a) The U.S. Government retains a nonexclusive, nontransferable, irrevocable, world-wide, paid-up license to practice all invention(s) covered by the Patent Rights or Technology Rights and to have such invention(s) practiced by or on behalf of the U.S. Government and on behalf of any foreign government or international organization pursuant to any existing or future treaty or agreement to which the U.S. RXi — Foundation License — Optimized E75 (Peoples) Government is a signatory. (b) The Foundation and the USU reserve the rights to make and perform use, and grant to others non-exclusive licenses to make and use for Non-commercial Research Purposes the subject matter described and claimed in Patent Rights or Technology Rights. (c) Licensee shall cause any Licensed Products and Services Product produced for use or sale in the Licensed Territory and United States to be manufactured substantially in the Field of Use. This license right is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC RepositoryUnited States. 3.02 This Agreement confers no license 2.5 The License granted hereunder shall not be construed to confer any rights upon Licensee (or rights sublicensees, if any) by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, as to any party, with technology not included in the sole exception that Licensee may transfer Patent Rights or the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 belowTechnology Rights as defined herein. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI hereby grants and Licensee accepts, subject 2.1 Subject to the terms and conditions of this Agreement, Digimarc hereby grants to Licensee a no charge non-exclusive patent exclusive, non - transferable license under the Licensed Patent Rights, (i) to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services in the Licensed Territory and in the Field of UseUse to use the [*] the Digimarc IPR and the [*] IPR at the Facilities to: ______________ [*] Omitted pursuant to a confidential treatment request. This license right is both to The material has been filed separately with the Licensed Patent Rights Securities and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC RepositoryExchange Commission. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors other than Licensed Patent Rights(a) [*] (b) [*] (c) [*] and (d) [*] to [*]. 3.03 All 2.2 For greater certainty, the foregoing license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3.applies [*] 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, 2.3 Licensee shall not conduct High Throughput Screeninguse [*] the Digimarc IPR or the [*] IPR at, unless or transfer the Digimarc IPR or [*] IPR to, any place other than the Facilities. 2.4 Licensee acknowledges and agrees that the Digimarc IPR, and any technology developed by Digimarc during the course of its work with Licensee under this Agreement is the property of Digimarc and that, except as otherwise expressly set out in this Agreement, Licensee has complied with Section 5.05 belowno right to sublicense it. Licensee acknowledges that it may [*] [*] unless and until, and only during such period, that [*] is licensed therefor by Digimarc. 3.05 2.5 Licensee acknowledges and agrees and understands that the CIRM iPSC lines[*] IPR is the property of its owner and that Licensee has no right to sublicense it. 2.6 Nothing in this Agreement shall be construed to grant, Derivatives and Differentiated Cells may by implication or otherwise, any broader rights than those specifically granted herein. 2.7 Digimarc shall obtain at its own expense all licenses or permits required to be used for in vitro purposes only. Any use obtained from the Government of the CIRM iPSC linesUnited States in order for Digimarc to comply with its obligations under this Agreement including, Derivatives without limitation, to deliver [*] and grant the associated licenses to Licensee. 2.8 Digimarc shall inform Licensee within thirty (30) days after the end of each calendar quarter during the Term of all improvements relating to [*] which improvements Digimarc has made, or Differentiated Cells caused or permitted to make be made, during the course of its work with Licensee under this Agreement. Following the provision of the information under this clause 2.8, Digimarc shall provide to Licensee within a reasonable period of time following request, the Technical Information for those improvements requested by Licensee in writing. 2.9 Digimarc hereby grants to Licensee a royalty-free, non-exclusive, sub-licenseable worldwide license to use the improvements described in clause 2.8 and in any patents thereon ______________ [*] Omitted pursuant to a confidential treatment request. The material has been filed separately with the Securities and Exchange Commission. owned or develop cellular therapies for human treatment otherwise licenseable by Digimarc. Such license shall continue until this Agreement expires or is expressly excluded from terminated or until Licensee has no further rights to Digimarc IPR, whichever occurs last. 2.10 For greater certainty, the license grants here obligations set out in clauses 2.8 and constitutes a breach 2.9 shall not apply to any such improvements which Digimarc can demonstrate would have been made irrespective of Digimarc's work with Licensee under this Agreement.

Grant of Rights. 3.01 CDI 3.1 The IC hereby grants and the Licensee accepts, subject to the terms and conditions of this Agreement, a non-an exclusive patent license under the Licensed Patent Rights, (i) to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services Rights in the Licensed Territory to make and have made, to use and have used, to sell and have sold, to offer to sell, and to import and export any Licensed Products in the Field Licensed Fields of Use and to practice and have practiced any Licensed Process(es) in the Licensed Fields of Use. This license right is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository. 3.02 3.2 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors IC other than the Licensed Patent Rights regardless of whether these patents are dominant or subordinate to the Licensed Patent Rights.. A-034-2016 NIH Patent License Agreement—Exclusive 3.03 All 3.3 If IC receives an acceptable written license rights granted application from a Third Party Applicant for commercial development of Licensed Products or Licensed Processes, as they pertain to Licensed Patent Rights which is included in the scope of the Licensed Field of Use under this Section 3 are expressly contingent upon Agreement and for which the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but proposed commercial development is not licensed to sell specifically addressed in Licensee's then-current Commercial Development Plan, IC shall notify Licensee, in writing, of the existence of the Third Party Applicant's license application, identifying the scientific, clinical or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception technical basis for its belief that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entitysuch commercial development should occur. In additionUpon receipt of such written notice, Licensee shall have the right within ninety (90) days to amend its Commercial Development Plan in a manner acceptable to IC including revised Benchmarks to be incorporated into Appendix D. Acceptance of said amendment to said Commercial Development Plan by IC shall take into account Licensee's ongoing efforts and normal drug development standards for obtaining FDA approval for multiple indication prophylactic and therapeutic products. If Licensee does not conduct High Throughput Screeningamend its Commercial Development Plan in a manner acceptable to IC to include a clinical research and development program for the proposed commercial development of said Licensed Products or Licensed Processes of such third party including revised Benchmarks to be incorporated into Appendix D; IC shall remove said Licensed Products or Licensed Processes from Licensed Fields of Use, unless Licensee has complied with Section 5.05 belowand IC shall be free to license said Licensed Products or Licensed Processes to said third party. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI Caltech hereby grants to Licensee and Licensee acceptsits Affiliates the following licenses: (a) a co-exclusive, subject to the terms and conditions of this Agreement, a nonwith one third party Co-exclusive patent license Licensee, royalty-bearing license, with the right to sublicense under the Co-exclusively Licensed Patent Rights, (i) to use CIRM iPSC line or lines make, have made, import, export, use, sell, offer for internal research and for Commercial Usesale, have sold, and (ii) to make and perform otherwise exploit Licensed Products and Services in the Licensed Territory and in the Field in the Territory; provided that upon termination or expiration of Use. This license the Co-exclusive License for any reason, Licensee shall have an exclusive option to obtain an exclusive royalty-bearing license, with the right is both to sublicense, under the Co-exclusively Licensed Patent Rights, subject to Section 2.6, to make, have made, import, export, use, sell, offer for sale, have sold, and otherwise exploit Licensed Products in the Field in the Territory; (b) a non-exclusive, royalty-bearing license, without the right to sublicense except in accordance with Section 2.3, under the Non-exclusively Licensed Patent Rights to make, have made, import, export, use, sell, offer for sale, have sold, and to the personal property ownership rights that CIRM has otherwise exploit Licensed Products in the CIRM iPSC lines that CDI has made Field in the Territory; HMI | Co-Exclusive License | A B4573824.12 -6- 7/20/2016 Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the CIRM iPSC Repository.Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. 3.02 This Agreement confers no license or rights by implication(c) a non-exclusive, estoppelroyalty-bearing license, or otherwise without the right to sublicense except in accordance with Section 2.3, under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 belowTechnology to make, have made, import, export, use, sell, offer for sale, reproduce, distribute, display, perform, create derivative works of, and otherwise exploit Licensed Products in the failure to make timely payment of any fee due under Section 5 below shall immediately terminate Field in the licenses granted in this Section 3.Territory; and 3.04 For avoidance of doubt(d) a non-exclusive, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any partyroyalty-bearing license, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivativeright to sublicense, to a non-profit entity engaged make, have made, import, export, use, sell, offer for sale, have sold, and otherwise exploit Derivatives in bona fide academic research the Field in the Territory. These licenses are personal to and nontransferable by Licensee, except as provided the non-profit entity agrees in writing Article 6. Rights not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 belowexplicitly granted herein are reserved by Caltech. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI OHSU hereby grants to OXIQUANT, and Licensee OXIQUANT accepts, subject to the terms and conditions of this Agreement, a non-an exclusive patent license under the Licensed Patent Rightsworldwide license, (i) to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services in the Licensed Territory and in the Field of Use. This license right is both to Use under the Licensed Patent Rights and to utilize the personal property ownership Know-how and Improvements, throughout the License Period, to (a) make, have made, use, lease, offer for sale, sell and import any Licensed Products and to practice and have practiced any Licensed Processes; and (b) sublicense to third parties, in accordance with Article 4 below, the rights that CIRM has in granted under subparagraph (a) of this Paragraph 3.01 (together with (a), the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository“Licensed Patent Rights”). 3.02 For a period of three (3) years after the Effective Date, OXIQUANT will have the first right to negotiate for the license of any additional patent rights arising out of New Developments, subject to any rights previously granted by OHSU to third-parties in the course of conceiving or otherwise acquiring such additional patent rights or New Developments. With respect to each additional New Development to which the right of first negotiation is applicable, OHSU shall notify OXIQUANT of the creation of such New Development. Upon receipt of such notice, OXIQUANT and OHSU shall negotiate in good faith to arrive at terms and conditions (including royalty terms) under which OHSU would license the patent rights to such New Development to OXIQUANT. If, within sixty (60) days after OXIQUANT is provided notice of the New Development from OHSU, the parties do not agree in writing on terms and conditions for the license of the patent rights to such New Development, then the rights of OXIQUANT under this Section 3.02 shall be of no further force or effect with respect to such New Development. 3.03 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors OHSU other than Licensed Patent Rights. 3.03 All license rights granted in . Subject to the other provisions of this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate Agreement (including without limitation the licenses granted in Paragraph 3.01), all intellectual property that each party owns as of the Effective Date of this Section 3Agreement, and all intellectual property developed or acquired by each party hereafter (whether or not based on or derived from the Licensed Patents Rights) shall remain the property of such party. 3.04 For avoidance The Licensed Patent Rights are exclusive in the Field of doubtUse, Licensee is licensed to make except that OHSU may use the Licensed Patent Rights and sell Differentiated Cells Know-how solely for educational and research purposes (a) by itself or (b) in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell collaboration with third party academic or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged research organizations. Further, the Government may use the Licensed Patent Rights and Know-how as provided for in bona fide academic research provided Paragraph 5. 01. OHSU retains the non-profit entity agrees in writing not right to further transfer use and license the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 belowLicensed Patent Rights outside of the Field of Use. 3.05 Licensee agrees OHSU hereby warrants and understands that represents that, to the CIRM iPSC lines, Derivatives knowledge and Differentiated Cells may be used for in vitro purposes only. Any use belief of the CIRM iPSC linesPrincipal Investigator and the technology transfer office of OHSU, Derivatives the US and foreign patent applications and patents itemized on Appendix A and described in section 2.06(a) sets forth all of the patents and patent applications relating to the Technology in the Field of Use owned by or Differentiated Cells licensed by OHSU on the Effective Date, other than the US and foreign patents applications and patents itemized on Appendix B. 3.06 To knowledge and belief of the Principal Investigator and the technology transfer office of OHSU, and excluding any rights granted to make the Government or develop cellular therapies for human treatment the Principal Investigator that have been disclosed to OXIQUANT, OHSU has all right, title, and interest in and to the Licensed Patent Rights, including exclusive, absolute, irrevocable right, title and interest thereto, free and clear of all liens, charges, encumbrances or other restrictions or limitations of any kind whatsoever and to OHSU’s knowledge and belief there are no licenses, options, restrictions, liens, rights of third parties, disputes royalty obligations, proceedings or claims relating to, affecting, or limiting its rights or the rights of OXIQUANT under this Agreement with respect to, or which may lead to a claim of infringement or invalidity regarding, any part or all of the Licensed Patent Rights and their use as contemplated in the underlying patent applications as presently drafted. 3.07 To the knowledge and belief of the Principal Investigator and the personnel of the technology transfer office of OHSU, there is expressly excluded from no claim, pending or threatened, of infringement, interference or invalidity regarding, any part or all of the license grants here Licensed Patent Rights and constitutes a breach of this Agreementtheir use as contemplated in the underlying patent applications as presently drafted.

Grant of Rights. 3.01 CDI 2.1 TGEN hereby grants and Licensee accepts, subject to Newco a license in the terms and conditions of this Agreement, a non-exclusive patent license under the Licensed Patent Rights, Territory to TGEN's rights in (i) to use CIRM iPSC line or lines the TGEN Intellectual Property for internal research all research, development, and for Commercial UseCommercialization purposes solely in the Field, and (ii) to make the Enabling Gene for all research and perform Licensed Products and Services development purposes solely in the Licensed Territory Field, in each case subject to contractual obligations that TGEN may have as of the Effective Date, and, unless prohibited by the Section 11 ("Non-Competition"), contractual obligations that TGEN may enter into after the Effective Date (the "TGEN License"). The TGEN License shall be nonexclusive to Newco during the Research and in Development Term, and thereafter during the Field of Use. This license right is both License Term shall be exclusive to the Licensed Patent Rights and extent applicable to the personal property ownership rights Commercialization (i) of a Product or Products which has (have) been successfully developed by Newco during the Research and Development Term, and (ii) of any Product containing the same Gene that CIRM has in would be competitive (i.e., directed at the CIRM iPSC lines that CDI has made for same indication) with any Product being Commercialized by Newco. Otherwise, the CIRM iPSC RepositoryTGEN License shall be nonexclusive during the License Term after the Research and Development Term. 3.02 This Agreement confers no license 2.2 If the inclusion of any TGEN Patents, TGEN Know-How, the Enabling Gene or rights by implication, estoppel, or otherwise under any patent applications or patents of TGEN Improvements with respect to any of the Licensors foregoing in the license of TGEN Intellectual Property is restricted or limited by a third party agreement, TGEN shall use reasonable commercial efforts to exclude or where applicable minimize any such restriction or limitation. 2.3 To the extent royalty or other compensation obligations to Independent Third Parties that are payable with respect to TGEN Intellectual Property would be triggered by a proposed use of such TGEN Intellectual Property in connection with the Project, TGEN will inform Newco and Elan of such royalty or compensation obligation. If Newco and Elan agree to utilize such TGEN Intellectual Property in connection with the Project, Newco will be responsible for the payment of such royalty or other compensation obligations relating thereto. 2.4 Except as expressly provided herein, all proprietary rights and rights of ownership with respect to the TGEN Intellectual Property shall at all times remain solely with TGEN. TGEN shall disclose to Newco inventions made by or on behalf of TGEN in connection with the performance of the Project, any patentable inventions and discoveries within the TGEN Intellectual Property that relate to the Field and any patentable TGEN Improvements developed by or on behalf of TGEN. 2.5 Notwithstanding anything contained herein to the contrary, TGEN shall have the right, outside the scope of the exclusivity under the TGEN License, and subject to Section 11 below, to fully exploit and grant licenses and sublicenses with respect to the TGEN Intellectual Property. 2.6 Notwithstanding the grant of the TGEN License, TGEN will not be required to disclose to Elan or Newco proprietary manufacturing know-how, unless and until it is determined, as described in Sections 2.13 and 2.14 below, that a party other than Licensed Patent RightsTGEN will perform relevant manufacturing services for Newco, and then such disclosures may be limited to those that are required to support such manufacturing services by such other party. 3.03 All 2.7 Newco shall not be permitted to (a) encumber any of its rights under the Licenses or the Newco Technology without the prior written consent of TGEN; (b) assign or sublicense any of its rights under the licenses for the Licensed Technologies and the Newco Technology without the prior written consent of TGEN, which consent may be withheld in TGEN's sole discretion. Notwithstanding the foregoing, subject to the TGEN Right of First Negotiation, TGEN shall not unreasonably withhold, condition or delay its consent to the licensing of rights to Commercialize Products to Independent Third Parties who are not Technological Competitors of TGEN. Any agreement between Newco and any permitted Independent Third Party for the development or exploitation of the TGEN Intellectual Property shall require such Independent Third Party to maintain the confidentiality of all information concerning the TGEN Intellectual Property and shall permit an assignment of rights by Newco to TGEN in accordance with the terms of this Agreement. Rights of permitted third party sublicensees in and to TGEN Intellectual Property shall survive the termination of the license and sublicense agreements granting said intellectual property rights granted to Newco; and Newco and TGEN shall in this Section 3 are expressly contingent good faith agree upon the timely payment form most advantageous to TGEN in which the rights of all fees required by Section 5 belowthe sublicensor under any such sublicenses are to be held (which form may include continuation of Newco solely as the holder of such licenses or assignment of such rights to a third party or parties, including an assignment to TGEN). 2.8 Newco will use its reasonable commercial efforts to exploit the Elan Intellectual Property, the TGEN Intellectual Property and Newco Technology in accordance with this Agreement, the Elan License Agreement and the Plan. Newco and/or its contractors or licensees/sublicensees shall employ reasonably diligent efforts to research, develop, register, and Commercialize the failure to make timely payment Products in appropriate regions in the Territory. Newco and/or its contractors or licensees/sublicensees shall employ or have employed on its or their behalf a level of any fee due under Section 5 below shall immediately terminate advertising, sales, marketing, and promotion efforts in each country in the licenses granted Territory where Marketing Authorization for Product has been obtained which is: (i) commensurate with that used by other pharmaceutical marketers for products of similar market potential in this Section 3that country in the Territory, and (ii) consistent with the market potential for the Product as depicted in the Plan and as determined by the Management Committee in accordance with the Development Agreement. 3.04 For avoidance 2.9 Newco will be solely responsible for ensuring that it or its sublicensees manufacture and Commercialize the Products within each country of doubt, Licensee is licensed to make the Territory strictly in accordance with all the legal and sell Differentiated Cells in commerce regulatory requirements of each country of the Territory. 2.10 Upon the request of Newco and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer consent of TGEN, TGEN shall grant to Newco during the CIRM iPSC line or lines, or a Derivative, to Term a non-profit entity engaged exclusive royalty free license in bona fide academic research provided the Territory, solely for use in connection with the sale of the Products, to use one or more Trademark, on the following terms: 2.10.1 Newco shall as soon as it becomes aware of any infringement of a Trademark give to TGEN in writing full particulars of any use or proposed use by any other person, firm or company of a service xxxx, trade name or trademark or promotional or advertising activity which may constitute infringement. 2.10.2 If Newco becomes aware that any other person, firm or company alleges that such Trademark is invalid or that the use of such Trademark infringes any rights or constitutes an unauthorized use of intellectual property of another party or that the Trademark is otherwise attacked or attackable, Newco shall immediately give to TGEN full particulars thereof in writing and shall make no comment or admission to any third party in respect thereof. 2.10.3 TGEN shall have the right to conduct all proceedings relating to such Trademark and shall in its sole discretion decide what action, if any, to take in respect of any actual, threatened or alleged infringement of such Trademark or any other claim or counter-claim brought or threatened relating to the use or registration of such Trademark. Any such proceedings shall be conducted at TGEN's expense and for its own benefit. 2.10.4 Nothing contained in this Agreement shall grant to Newco any right, title, or interest in or to such Trademark, whether or not specifically recognized or perfected under applicable laws, except for the non-profit entity agrees in writing not exclusive license described herein. At no time during or after the term of this Agreement shall Newco challenge or assist others to further transfer challenge any such Trademark or the CIRM iPSC line registration thereof or lines attempt to register any trademarks, service marks, or Derivative trade names confusingly similar to any such trademark. All displays of any such Trademark that Newco intends to adopt shall first be submitted to TGEN for approval (which shall not be unreasonably withheld, conditioned or delayed) of design, color, and other entitydetails, or shall be exact copies of those used by TGEN or previously approved by it for the same uses. In addition, Licensee Newco shall fully comply with all reasonable guidelines communicated by TGEN concerning the use of any such Trademark as well as all rules and regulations of such use throughout the Territory. 2.10.5 The rights granted to Newco under this Section 2.10 shall automatically terminate with respect to a Product in a country in the Territory upon termination of Newco's right to market such Product in any such country. 2.11 When packaged, and to the extent permitted by law, a product label shall include an acknowledgement that the Product is made under license from TGEN unless the incorporation of TGEN Intellectual Property is so limited that such acknowledgment would be unreasonable. Any such acknowledgment shall take into consideration regulatory requirements and Newco's reasonable commercial requirements. In such event, Newco shall wherever possible give due acknowledgement and recognition to TGEN in all printed promotional and other material regarding the Product such as stating that the Product is under license from TGEN and that the applicable TGEN Intellectual Property has been applied to the Products. Newco shall consult with and obtain the written approval of TGEN as to the format and content of the promotional and other material insofar as it relates to a description of, or other reference to, the application of the TGEN Intellectual Property, such approval not to be unreasonably withheld, conditioned or delayed. The further consent of TGEN shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 belowbe required where the format and content of such materials is substantively similar as the materials previously furnished to and approved in writing by TGEN. 3.05 Licensee agrees and understands that 2.12 Notwithstanding anything contained in this Agreement to the CIRM iPSC linescontrary, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use at such time, during or within [*] following the end of the CIRM iPSC linesResearch and Development Term as Newco intends to develop and Commercialize Products [*] TGEN shall have [*] on the following terms and conditions: 2.12.1 If Newco intends to [*] then Newco immediately shall notify TGEN in writing that TGEN may elect to [*] referred to in this Section. TGEN shall indicate its desire to [*] pursuant to this Section by delivering written notice to Newco within forty-five (45) days of TGEN's receipt of the written notification from Newco to TGEN. If TGEN elects to [*], Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded the Parties shall [*]. * Confidential Treatment Requested 2.12.2 If, [*] TGEN and Newco do not [*] within [*] from the license grants here notification in writing by Newco to TGEN, then Newco shall be free [*]__ 2.12.3 Following the [*] period described in Section 2.12.2, [*] 2.13 Elan and constitutes TGEN shall have preferential rights to negotiate agreements with Newco whereby Elan and/or TGEN will manufacture Products to meet Newco's requirements. Newco shall evaluate each such manufacturing agreement in light of which of Elan or TGEN (or neither, or both) has the capability and the committed resources to perform such manufacturing services in the best interests of Newco. If the parties cannot come to mutual agreement on who is best qualified to perform such manufacturing services, the matter will be resolved through the dispute resolution procedures of the Joint Development and Operating Agreement. To the extent Elan or TGEN performs any manufacturing services to Newco, it shall be paid a breach price equal to [*] and other terms and conditions customary in a supply agreements shall apply. 2.14 Subject to the rights of this AgreementNewco as provided in Section 2.12 herein and the rights of Elan and TGEN as provided in Section 2.13 herein, Newco shall not be permitted to contract the development or Commercialization of any Product without the prior written consent of TGEN, which consent will not be unreasonably withheld, conditioned or delayed; provided that such reasonableness standard, shall not be applicable in the case of a proposed sublicense to any Technological Competitor of TGEN.

Grant of Rights. 3.01 CDI A. BOARD hereby grants to LICENSEE an exclusive, worldwide license, including the right to grant sublicenses, under the BOARD Patent Rights and Licensee acceptsthe BOARD Technical Information to manufacture, subject use, market and sell any Licensed Patented Product or Process and any Licensed Non-Patented Product or Process throughout the United States of America, its territories and possessions and in all foreign countries. B. BOARD and UTSCC hereby grant to LICENSEE the right to use the name “Board of Regents, The University of Texas System” and “The University of Texas System Cancer Center” to the terms extent necessary to enforce and conditions protect LICENSEE’s rights hereunder; provided however, that LICENSEE shall not be obligated to use the name “Board of Regents, The University of Texas System” or “The University of Texas System Cancer Center” in any manner. C. BOARD and UTSCC hereby grant to LICENSEE the right of access to, during normal business hours, and the use of, all experimental or other data which relate in any manner to the BOARD Patent Rights or the BOARD Technical Information, including without limitation, all data which BOARD has provided to the United States Patent Office, the Food and Drug Administration (FDA) or any other state, federal, foreign or local regulatory authority which relate in any manner to the BOARD Patent Rights or the BOARD Technical Information, and BOARD and UTSCC agree that they will not use, or permit the use of, such information and [**] = Portions of this agreement have been omitted pursuant to a confidential treatment request. An unredacted version of this agreement has been filed separately with the Commission. data, nor do anything else which will adversely affect LICENSEE’s rights under this Agreement in any manner. BOARD and UTSCC shall cooperate fully with LICENSEE, at LICENSEE’s expense, in order to obtain the regulatory approval of any state, federal, foreign or local authority which now is or later becomes necessary to develop, manufacture, use, market or sell any Licensed Patented Product or Process or Licensed Non-Patented Product or Process. Such cooperation shall include, but not be limited to, obtaining all necessary regulatory approvals which are now required, or may in the future be required, to manufacture, use, market or sell any Licensed Patented Product or Process or Licensed Non-Patented Product or Process for use in any application thereof. BOARD and UTSCC shall execute any and all documents reasonably necessary to obtain such approvals upon request by LICENSEE. LICENSEE shall reimburse BOARD and UTSCC for any reasonable out-of-pocket costs, plus overhead not to exceed 50% of out-of-pocket costs, including attorneys’ fees, incurred by BOARD and UTSCC in connection with such cooperation. At such time as clinical trials are commenced, LICENSEE agrees that it will enter into an appropriate agreement with UTSCC regarding the conduct of such trials. D. UTSCC shall promptly provide LICENSEE and shall continue to provide LICENSEE, during the term of this Agreement, a non-exclusive patent license under with all information relating to (i) pharmacological, toxicological or clinical data, (ii) synthetic, formulative, manufacturing or analytical data, and (iii) such other chemical, physical or biological data which UTSCC may now or in the future possess or control which relates in any manner to the Licensed Subject Matter, except for that information made confidential by law or prior agreement. E. The parties recognize that LICENSEE may encounter patents held by third parties which dominate activities covered by the BOARD Patent Rights and that cross-licenses between the BOARD (or LICENSEE) and such third parties may be necessary in order to enable LICENSEE to make or market Licensed Patented Products or Processes or Licensed Non-Patented Products or Processes. In that event, LICENSEE has the right to enter into cross-licensing agreements with third parties and to grant cross-licenses under any or all of the BOARD Patent Rights, (i) provided: 1. BOARD, through UTSCC, is consulted beforehand and is reasonably satisfied that the third party does in fact hold a patent that limits LICENSEE’s competitiveness in making or marketing Licensed Patented Products or Processes or Licensed Non-Patented Products or Processes; 2. In BOARD’s reasonable judgment, the rights received by LICENSEE under such cross-licensing agreement cover only Licensed Patented Products or Processes or Licensed Non-Patented Products or Processes and are not directed to use CIRM iPSC line other products; 3. BOARD incurs no financial or lines for internal research and for Commercial Use, and (ii) legal liabilities under the cross-licensing; [**] = Portions of this agreement have been omitted pursuant to make and perform Licensed Products and Services in a confidential treatment request. An unredacted version of this agreement has been filed separately with the Licensed Territory and in the Field of Use. This license right is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC RepositoryCommission. 3.02 This Agreement confers no license 4. Any money or rights by implication, estoppel, or otherwise under any patent applications or patents the value of any equipment, including license issue fees (and not including proceeds from sale of the Licensors other than marketing rights as described in Section IV.A.3.), received by LICENSEE in exchange for such cross-licensing is treated as Net Sales for Licensed Patent RightsPatented Products or Processes or Licensed Non-Patented Products or Processes. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI hereby The Licensor grants to the Licensee the license to be used during the Term, in the Territory, in accordance with this Agreement the following rights as follows (“hereinafter referred as “Licensed Rights”): The right to digitally distribute the Licensed Work/s/s on the Licensed Platform on a TVOD and EST basis and make the Licensed Work/s available by streaming and / or downloading for viewing by paying Subscribers on the Devices. The Licensee acceptsshall be entitled to edit, modify, cut and alter the Licensed Work/s to suit the technical specifications / quality control requirements of the Licensed Platform. However any of such edits, modifications, cuts or alters of the Licensed Work/s hereunder shall not amount to alteration of the fundamental character of such work and the Licensee shall obtain the Licensor’s permission in relation any such modifications, edits, cuts and alterations Notwithstanding the aforesaid, the Licensee shall be entitled to make edits / modifications as per guidelines of the Licensed Platform including interval cuts without requiring consent of the Licensor in this regard. The Licensor shall provide the Licensee with promotional clips, as available. The promotion of the Licensed Work/s shall be solely in relation to the distribution of the Licensed Work/s on the Licensed Platform in accordance with the rights granted herein. The Licensee has the right to produce promotional material relating to the Licensed Work/s such as the trailer in the event the same is not supplied by the Licensor due to unavailability. The said promotional trailer may be produced by the Licensor utilizing the content of the specific Licensed Work/s only to promote the Licensed Work/s on the Licensed Platform and shall be subject to the terms approval of the Licensor which shall not be unreasonably withheld. The Licensee shall be entitled to perform, exhibit, distribute and conditions make available the promotional clips as supplied / approved by the Licensor, of the Licensed Work/s to Subscribers to promote the sales of the Licensed Work/s. The Licensee shall be entitled to reproduce, store, distribute, market, display, perform, promote, exhibit, rent, sell, and make available the Licensed Content to the Subscribers via the Licensed Platform. The Licensor shall provide sub-titles in English. Furthermore, the Licensor acknowledges and agrees that the Licensee may choose to promote the Licensed Works(s) on all their social media handles and/or other publicity touchpoints, highlighting the delivery or aggregation services that has been offered by the Licensee. The same shall be done only after the Licensed Works(s) go live on the Platform/Service. The Licensee may use the names and authorized voices and likenesses of, and biographical material concerning any actor, performer, director, author, producer, and/ or song writer (“Talent”) as well as the title of any Licensed Work/s/s or any song contained in the Licensed Work/s/s (to the extent such song is synchronized with the Licensed Work/s/s) in any marketing materials for the sale, promotion and advertising of the Licensed Work/s/s which is offered for sale on the Licensed Platform ( e.g. a Talent name or likeness may be used in an informational fashion, such as textual displays or other informational passages, to identify and represent authorship, production credits, and performances of the applicable Talent in connection with the authorized exploitation of the applicable Licensed Work/s/).) The Licensor agrees that it shall not grant the Licensed Rights to any third party for the Licensed Platform during the subsistence of this Agreement. It is agreed between the parties, a non-exclusive patent license under the Licensed Patent Rights, (i) Licensor shall allow Licensee to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services in the Licensed Territory and in the Field of Use. This license right is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any add their logo on beginning of the Licensors other than Licensed Patent Rightsfilm. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI 2.1 Licensor for itself and on behalf of its subsidiaries hereby grants to Licensee, for the terms and Licensee acceptsupon the conditions hereinafter set forth, subject to the right of termination provided in Article 6 below, and subject to the terms of all licenses and conditions agreements identified on Exhibit A hereto, the exclusive right and license to use the NCR Trademarks in connection with the manufacture, sale and offering for sale of Products throughout the World. 2.2 Licensee shall not be required hereafter to pay any royalties or other monies or other consideration whatsoever to Licensor in connection with the grant of Licensed Rights hereunder or the exercise of such Licensed Rights hereafter, it being understood and agreed between Licensor and Licensee that the Licensed Rights granted hereby are and shall at all times be fully-paid. 2.3 The Licensed Rights hereby granted constitute only the privilege of using the NCR Trademarks in connection with the Products as the same are now or may hereafter be constituted. The Licensed Rights shall not extend to any other goods or services now or hereafter soled by Licensee. 2.4 Licensor reserves unto itself the right to use the xxxx "NCR" and all variations thereof anywhere in the World in connection with any business or product and to license other companies to do so, and nothing contained herein shall impair in any way Licensor's rights so to use and license the xxxx "NCR", except for the exclusive rights granted herein, and except as set forth in Section 2.5 hereof. 2.5 Licensor agrees that it will not, during or after the term of this Agreement, whether this Agreement terminates at the conclusion of a non-exclusive patent term hereof or pursuant to Article 6 hereof or otherwise, use the NCR Trademarks in connection with the Products or license under any other person or company to do so, except that Licensor may use in all respects the xxxx "NCR" on Forms but may not use the xxxx "NCR" followed by the words "paper" or "microscent" on or in connection with any products whatsoever. 2.6 The Licensed Patent RightsRights may be sublicensed by Licensee to its subsidiaries, (i) to use CIRM iPSC line or lines for internal research and for Commercial UseB.A.T. Industries Limited, and (ii) to make and perform Licensed Products and Services in the Licensed Territory and in the Field of Use. This license right is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any all of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment subsidiaries of all fees required and related companies controlled by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.B.A.

Grant of Rights. 3.01 CDI hereby grants and Licensee accepts, subject to 1.1 Under the terms and conditions of this License Agreement, a non-and subject to the exceptions set forth in Section 1.6 below, Licensor hereby grants to Licensee an exclusive patent license under the Licensed Patent Rights, (i) permitting Licensee to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services the Retained IP in the Licensed Territory and in the Field of Use. This license right is both to the Licensed Patent Rights Territory, and to the personal property ownership rights that CIRM extent Licensor has the right to grant such license, in any other parts of the CIRM iPSC lines that CDI has made for world not included within the CIRM iPSC RepositoryTerritory, in connection with the manufacture, distribution and sale of gift products during the term specified in Paragraph 2. Products which are sold by Licensee pursuant to this License Agreement shall be referred to collectively herein as “Articles.” 3.02 This Agreement confers no license 1.2 Licensee shall not have the right to assign or rights by implication, estoppel, or otherwise under any patent applications or patents of sublicense any of the Licensors rights granted hereunder other than Licensed Patent Rightsto a subsidiary of Licensee, provided, however, that no such assignment shall release the Licensee from any of its obligations hereunder. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below 1.3 Licensee shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative have no right to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC linesRetained IP, Derivatives including, without limitation, in connection with the offering of any other goods or Differentiated Cells services. 1.4 All Articles shall bear the Retained IP in a manner approved by Licensor. (a) Notwithstanding anything herein to make or develop cellular therapies the contrary, until the effective date of the Name Change in accordance with Section 5.2 of the Purchase Agreement, IP Sub may authorize RB to use, on a royalty-free basis, the name “Xxxx Xxxxxx and Company, Inc.” (the “Corporate Name”) for human treatment is expressly excluded all corporate purposes, including, but not limited to, use on filings with the Securities and Exchange Commission, correspondence with the New York Stock Exchange, periodic reports to shareholders, proxy statements, press releases and other investor relations activities. (b) Notwithstanding anything herein to the contrary, Licensee agrees that, until 12 months after the effective date of the Name Change, for no consideration, the domain name and corresponding website address: “xxx.xxxxxxxxxx.xxx” (the “Domain Name”) shall direct users to separate internet locations where each of (x) Licensee’s information pertaining to the Gift Business and (y) RB’s corporate information can be found. Licensor and Licensee agree that from the license grants here date that Licensor notifies Licensee that RB has established a new website for its retained operations, and constitutes a breach of this Agreementfor one year thereafter, the website corresponding to the Domain Name will direct users to such new Licensor website for no consideration.

Grant of Rights. 3.01 CDI hereby grants and Licensee accepts, subject 2.1 Subject to the terms and conditions of this Agreement, a and in consideration for Licensee's promise to pay and Licensee's payment of all Royalties, Fees, Advances, Guarantees, and Common Marketing Fund payments required hereunder, Licensor hereby grants to Licensee, during the Term, the non-exclusive patent license under right throughout the Territory, to create, print, bind, market, advertise, publish, and sell the English language version(s) of the Book. Licensee shall have the right to publish Licensee's existing backlist of "Sturdy Shape" titles of the Book, plus up to six (6) new "Sturdy Shape" versions of the Book per each year of the Term; provided, however, that no "Sturdy Shape" versions of the Book (including backlist titles) may utilize the Licensed Patent RightsProperty "WINNIE THE POOH". For purposes of the preceding sentence, "backlist titles" shall include all "Sturdy Shape" titles being published by Licensee as of the date of this Agreement. The Licensed Property shall include Licensee's backlist of titles to the Book; provided, however, that prior to such publication, Licensor shall have the opportunity to review the backlist and may require Licensee to update the artwork and/or any other creative aspects of the Book (iincluding, but not limited to, the interior art and covers) so as to be fresh and current, to conform to all new or updated publishing reference material guidelines, to comply with any material changes in character art styles or standards introduced by Licensor, to conform with all material branding initiatives of Licensor, or to maintain all art quality standards as required by Licensor, to be determined solely at Licensor's discretion, so long as such creative aspect(s) of the Book were not previously approved by Licensor within the preceding twenty-four (24) months. During the first twelve (12) months of the Term, the parties hereby agree to conduct a review of the backlist of those titles of the Book which Licensee intends to seek approval for publication pursuant to this Agreement. Licensor shall not unreasonably withhold its approval of backlist titles submitted by Licensee. Notwithstanding the foregoing, Licensee may continue to publish those backlist titles or group of backlist titles which Licensee is actively publishing as of the date of this Agreement until such time as Licensor notifies Licensee of its desire to exercise the approval rights set forth hereinabove with respect to a title or group of titles. 2.2 Notwithstanding that this Agreement is non-exclusive, Licensee shall be the principal licensed publisher for the Book. The parties recognize that Licensee's status as principal licensed publisher for the Book gives rise to certain mutual responsibilities commensurate with the financial commitment being made by Licensee and the scope of properties being licensed by Licensor under this Agreement. On Licensee's part, principal licensed publisher means that, during the Term, Licensee agrees to exercise actively the rights granted hereunder, to use CIRM iPSC line its best efforts to maximize sales of the Book in the Territory during the Term (or lines for internal research and for Commercial Useany renewal thereof), and (ii) to make and perform Licensed Products and Services in support the Licensed Territory Property and each of the properties contained therein in a focused, substantive, and meaningful way, but at a minimum, not less than as set forth in Subparagraph 1.10 above. Further, Licensee agrees that if Licensee (or any Publishing Affiliate of Licensee) enters into another license agreement for any other major animated or live action motion picture which is anticipated to be a significant media event with high-profile promotional, advertising, and marketing campaigns, and the Field term of Use. This such license right is both agreement overlaps with the Term (or any extension thereof) of this Agreement, Licensee shall use its best efforts to ensure that Licensee's commitment to the Licensed Patent Rights Property is not adversely impacted and that the Licensed Property receives the appropriate priority. On Licensor's part, principal licensed publisher means that, during the Term, [Intentionally omitted pursuant to a confidential treatment request and separately filed with the Commission]. Further, and notwithstanding that this Agreement is non-exclusive, and provided that Licensee has satisfactorily performed the terms and conditions of this Agreement, and paid all sums due Licensor hereunder, Licensee shall have the right of first refusal, during the Term to publish in the English language in the Territory, [Intentionally omitted pursuant to a confidential treatment request and separately filed with the Commission]. Licensee's right of first refusal does not extend to any product which, in whole or in part, falls outside of Licensor's customary licensed publishing business, which is published, manufactured or licensed or being published, manufactured or licensed by Licensor's Affiliates or which is part of a promotional license agreement between Licensor or its Affiliates and a third-party promotion partner. Without limiting the generality of item 1(c) above in this paragraph, [Intentionally omitted pursuant to a confidential treatment request and separately filed with the Commission]. Licensor will notify Licensee in writing, if Licensor, in its absolute discretion, determines to license such additional book formats. If Licensee fails to notify Licensor in writing of its election to exercise this right of first refusal for any given format submitted to Licensee for consideration within thirty (30) days from the date upon which Licensor notifies Licensee of such format, or if the parties are unable to agree upon any material terms or conditions specific to such format after attempting in good faith to do so within thirty (30) days after Licensee notifies Licensor of its intent to exercise its right of first refusal, Licensor shall have the full right to license a third party to publish the new formats without further obligation to Licensee. For purposes of clarity, any books licensed to Licensee by Licensor under this right of first refusal shall be subject to a separate written agreement to be mutually negotiated by the parties, and shall not be included within the meaning of "Book" under this Agreement and shall not apply towards meeting Licensee's Advance and Guarantee obligations under this Agreement. Further, Licensor shall not be obligated to offer to Licensee, as part of Licensee's right of first refusal, any color and activity or storybook concepts or ideas to the personal property ownership rights that CIRM has extent such disclosure violates any applicable Laws, professional obligations customary in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repositorypublishing industry, and/or, based on a reasonable and good faith determination by Licensor, constitutes confidential proprietary information or trade secrets of Licensor or a third party. 3.02 This Agreement confers no license or rights by implication2.3 The Book may be sold only to department stores, estoppelgift stores, or otherwise under any patent applications or patents of specialty retail stores, mass market stores, discount stores, supermarkets, drug stores, convenience stores, toy stores, airport stores, warehouse clubs, major and independent book stores and book store chains, wholesalers and jobbers, and book wholesalers and jobbers who may sell to schools, libraries and other educational outlets. If there is a question as to whether a particular customer falls within any of the Licensors other categories specified above, Licensor's determination shall be binding. Licensee may not sell the Book to retailers that sell the Book on a duty-free basis, or to wholesalers for resale to such retailers, unless such retailer or wholesaler has a then-current license agreement with Licensor or an Affiliate of Licensor permitting it to make such duty-free sales. In addition, the Book may not be sold by direct marketing methods, which include, but are not limited to, computer on-line selling, home shopping television programs, direct mail and door-to-door solicitation. Licensee shall make all solicitations, sales and collections solely in its own name and in accordance with all applicable Laws. Licensee agrees not to sell the Book, including any part or adaptation thereof, otherwise than Licensed Patent Rightsas herein provided without Licensor's prior written approval. 3.03 All license rights granted 2.4 The Book shall not be used or sold to others for use as a giveaway, fundraiser, or to customers for inclusion in this Section 3 are expressly contingent upon another product, or for lotteries, premiums, promotions, sweepstakes, or advertising purposes in connection with other publications or articles, or to sell other products, without the timely payment prior written consent of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3Licensor. 3.04 For avoidance 2.5 The prohibition of doubt, Licensee is licensed to make and sell Differentiated Cells computer on-line selling referenced in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated CellsSubparagraph 2.3 above includes, but is not licensed limited to, the display, promotion or offering of the Book in or on any on-line venues (e.g. Websites), except as specifically permitted in the following two sentences. With Licensor's prior written permission, the Book approved by Licensor may be displayed and promoted on Disney-controlled on-line venues, only within the Territory. Licensee may sell the Book to retailers, within the channels of distribution authorized pursuant to Subparagraph 2.3, who sell the Book in or transfer on such retailer's own Website. In the event any undifferentiated CIRM iPSC line such retailer is displaying and/or selling the Book in an unauthorized manner, Licensee agrees to cooperate with Licensor in Licensor's efforts to prohibit such unauthorized activity. 2.6 Licensee recognizes and acknowledges the vital importance to Licensor of the characters and other proprietary material owned and created by The Xxxx Disney Company and its Affiliates (collectively referred to herein as "Disney") and the association of the Disney name with them. In order to prevent the denigration of Disney's products and the value of their association with the Disney name, and in order to ensure the dedication of Licensee's best efforts to preserve and maintain that value, Licensee agrees that, during the Term and any extension thereof, Licensee will neither itself manufacture, advertise, promote, merchandise, display, package, sell and/or distribute (nor permit any sublicensee, distributor or linesother person or entity to do so) (a) any non-Disney product, in such a manner as to imply an association with Disney and/or its proprietary material, (b) any published product which contains any artwork or other representation not owned by Disney, but which Licensor determines, in its reasonable discretion, is confusingly similar to Disney characters or other Disney proprietary material, (c) any book which contains any non-Disney owned images of a character for which there is a Disney-owned image, or (d) any Derivativeproduct containing material which Licensor determines, in its sole discretion, is lewd, lascivious, obscene, offensive, defamatory or otherwise injurious to any partyDisney or the Disney name, business, products, or proprietary material. [Intentionally omitted pursuant to a confidential treatment request and separately filed with the sole exception Commission]. 2.7 Provided that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees all terms and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach conditions of this Agreement, including without limitation Subparagraph 1.10(iv) above, and Licensee has met its Guarantee obligation, as set forth in Subparagraph 1.9 above, for the period commencing October 1, 1999, and ending September 30, 2000, this Agreement shall renew for an additional twelve (12) month period commencing on January 1, 2002, and ending December 31, 2002. 2.8 Licensor may during the Term of this Agreement determine to license a new category of educational workbooks. In the event Licensor agrees to do so, prior to licensing the publication of such books, Licensor shall provide Licensee with the opportunity to present proposals to become a licensed publisher for this new product category . For purposes of clarity, any educational workbooks licensed to Licensee by Licensor under this Subparagraph shall be subject to a separate written agreement to be mutually negotiated by the parties, and shall not be included within the meaning of "Book" under this Agreement and shall not apply towards meeting Licensee's Advance and Guarantee obligations under this Agreement. 2.9 As further consideration for the licensing rights granted to Licensee hereunder, Licensee shall issue to Licensor a Warrant granting Licensor the right to purchase the number of shares of common stock in Golden Books Family Entertainment, Inc., specified in that certain Warrant Agreement of even date herewith (the "Warrant Agreement"), to be executed by Licensor and Licensee contemporaneously with the execution of this Agreement. Golden books Publishing Company, Inc. Agreement dated September 26, 1997

Grant of Rights. 3.01 CDI 3.1 The IC hereby grants and the Licensee accepts, subject to the terms and conditions of this Agreement, a non-: 1. An exclusive patent commercial license under the Licensed Patent Rights, (i) to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services Rights in the Licensed Territory to make and have made, to use and have used, to sell and have sold, to offer to sell, and to import any Licensed Products in the Licensed Fields of Use – Autologous and to practice and have practiced any Licensed Process(es) in the Licensed Fields of Use—Autologous. 2. A non-sublicensable exclusive license for evaluation purposes only, to make, have made, import, and use, but not to sell, the Licensed Products or inventions within the scope of the Licensed Patent Rights within the Licensed Fields of Use – Allogeneic and in the Field Licensed Territory, and to practice Licensed Processes within the Licensed Fields of UseUse – Allogeneic and in the Licensed Territory. This Subject to the terms and conditions of this Section 3, such exclusive evaluation license right is both also includes an exclusive option to negotiate a non-exclusive or exclusive commercialization license. The rights provided herein are provided for the evaluation of commercial applications only and not for a Commercial Purpose. IC agrees not to grant a nonexclusive or exclusive commercial license to the Licensed Patent Rights in the Licensed Fields of Use – Allogeneic for the duration of the Option Period, and any extension as described in 3.3. 3. A non-sublicensable, non-exclusive license to make, have made, use, import, but not to sell the Licensed Materials in the Licensed Materials Field of Use. 4. A non-sublicensable, nonexclusive license under the Licensed Know-How in the Licensed Territory to make and have made, to use and have used, to sell and have sold, to offer to sell and to the personal property ownership rights that CIRM has import—and, as limited by Section 3.4, reproduce, prepare derivative works, distribute, perform, display, modify, and adapt Licensed Know-How in connection with—any Licensed Products in the CIRM iPSC lines that CDI has made for Licensed Fields of Use and to practice and have practiced any Licensed Process(es) in the CIRM iPSC RepositoryLicensed Fields of Use. 3.02 3.2 The exclusive license for evaluation purposes granted under 3.1(2) shall expire [***] from the Effective Date of this Agreement (“Option Period”), but can be extended for [***] upon payment of an extension royalty as set forth in Appendix C and submission of written notice to the IC at least [***] prior to the expiration of the Option Period. Licensee agrees that the continued use of the Licensed Patent Rights, Licensed Processes, Licensed Materials, or the Licensed Products within the Licensed Field of Use – Allogeneic after the end of the Option Period will occur only pursuant to an amendment following the procedure outlined in Paragraph 3.3. The continued use of the Licensed Patent Rights, Licensed Processes, Licensed Materials, or the Licensed Products after the expiration of the Option Period, including any extensions, without the mutual written agreement of the Parties following such procedure will be considered a material breach of this Agreement. 3.3 To exercise the exclusive option granted under 3.1(2), Licensee must submit a written notice to the IC at least [***] prior to the expiration of the Option Period or any extension. The written notice must include an updated Commercial Development Plan and a modified field of use that falls within the scope of the Licensed Fields of Use – Allogeneic and identifies a particular allogeneic platform for further development and commercialization by Licensee. This written notice submitted by Licensee will initiate a negotiation period that expires [***] after the exercise of the option during such time Licensee and IC will make good faith efforts to identify a mutually agreeable modified field of such that the Licensed Field of Use – Allogeneic is commensurate in scope with the new Commercial Development Plan provided by Licensee. In the absence of Licensee’s exercise of the option to an exclusive license as described above, or the parties ability to identify a mutually agreeable modified field of use within the Licensed Fields of Use – Allogeneic that is commensurate with the updated Commercial Development Plan, the IC will be free to license the Licensed Patent Rights within the Licensed Fields of Use – Allogeneic to Third Party(ies). 3.4 Notwithstanding any terms to the contrary in Sections 3.1(2)-(4) and Article 4, the Licensee is entitled to authorize its Third-Party Contractor(s) and/or Third Party Collaborators to make, have made, import and to use, but not to sell Licensed Materials, Licensed Know-How, Licensed Products and Licensed Processes on Licensee’s behalf solely in the Licensed Fields of CONFIDENTIAL NIH Patent License Agreement–Exclusive US-DOCS\144314366.1 8 Use and in the Licensed Territory. Licensee may, without prior written permission, transfer the Licensed Materials, Licensed Know-How, and Licensed Products to Third Party Contractor(s) solely for internal research purposes within the Licensed Fields of Use. Licensee shall ensure that such Third-Party Contractors comply with the terms and obligations of this Agreement with respect to their use of the Licensed Materials, Licensed Know-How, and/or the Licensed Products. Other than transfer to Third-Party Contractor(s) and/or Third Party Collaborators, Licensee agrees to maintain control of Licensed Materials it receives and to maintain Licensed Know-How in confidence and Licensee agrees that transfer of Licensed Know-How will only be to Third-Party Contractor(s) and/or Third Party Collaborators that have been informed of the confidential nature of the Licensed Know-How, and are bound by appropriate confidentiality obligations with respect thereto, unless IC provides its prior written consent with respect to specific categories of Licensed Know-How. 3.5 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors IC other than the Licensed Patent Rights regardless of whether these patents are dominant or subordinate to the Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI hereby 2.1 Everlast grants to Licensee the exclusive right and license to use the Licensed Marks only within the Contract Territory during the Contract Period as defined in Paragraph 3.1 below in connection with the manufacture, advertisement, promotion, packaging, labeling, sale and distribution of Licensed Products. Everlast represents that it has the right to grant said right and license and further, that there is no previous license of similar import presently in existence covering the Contract Territory. It is understood that Everlast may use the Licensed Marks on the products other than the Licensed Products within the Contract Territory and may also use the Licensed Marks outside the Contract Territory on the same classification of products as the Licensed Products. 2.2 Licensee acceptsshall not export Licensed Products from the Contract Territory or sell Licensed Products to any distributor which it knows intends to export Licensed Products from the Contract Territory. In addition, subject if Licensee learns that any of its customers or any sub-contractor has exported Licensed Products from the Contract Territory, it shall cease selling Licensed Products to such customer, or buying from such sub-contractor, unless such customer/sub-contractor agrees not to export Licensed Products thereafter. Nothing herein shall be deemed to preclude Licensee from having Licensed Products manufactured for Licensee by subsidiaries, affiliates or sub-contractors located outside of the terms and conditions Contract Territory for distribution solely within the Contract Territory. 2.3 Notwithstanding the provisions of subparagraph 2.1 of this Agreement, a non-exclusive patent license under Everlast may sell and deliver to customers in the Contract Territory any Licensed Products which are at the time listed or portrayed in any Everlast Product Catalog or Everlast flyers. Everlast may fulfill any orders for any products, including Licensed Products received from any customers within the Contract Territory, provided that the Licensed Patent RightsProducts specified in such orders are listed or portrayed in any such Everlast Product Catalog or flyer. Everlast shall not sell any such Licensed Products for less than the lowest price and terms offered by Licensee to any person, (i) firm or corporation, as reflected in Licensee's quarterly reports. 2.4 Licensee hereby recognizes and acknowledges that Everlast is a party to license agreements with other licensees for the manufacture and distribution of various products in numerous categories, product classifications and territories of the world and that evolving changes make it difficult to define with absolute specificity the various products covered by different licenses granted by Everlast. Everlast and Licensee agree to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) their best efforts to make and perform avoid any conflicts between Licensed Products and Services products covered by other licenses granted by Everlast. In the event of conflict between this Agreement and other license agreements to which Everlast is or becomes a party, Everlast reserves the right to resolve such conflicts in its absolute discretion, taking into account the Licensed Territory and in the Field intent of Use. This license right is both this Agreement with respect to the license granted to Licensee for Licensed Patent Rights Products and to the personal property ownership rights that CIRM has protection of the Everlast trademarks. Everlast's decisions in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repositoryresolving any conflicts shall be final and binding. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise 2.5 In the performance of its obligations under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 belowAgreement, and the failure to make timely payment design, formulation, marketing, advertising, labeling, sale and distribution of any fee due under Section 5 below the Licensed Products, the Licensee shall immediately terminate at all times observe and satisfy completely the licenses granted in this Section 3. 3.04 For avoidance requirements of doubtall statutes, Licensee is licensed to make laws, ordinances, regulations and sell Differentiated Cells in commerce and to sell services using CIRM iPSC linesthe like of every national, Derivativesstate, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or linesprovincial, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line local government or lines, governmental agency having or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 belowclaiming jurisdiction. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI hereby grants 2.01 Provided that the payments under Section 5.01 have been made and Licensee acceptsthe bank guarantee under Section 11.02 and Exhibit 4 hereto has been provided to Sisvel, and subject to the terms and conditions of this Agreement, Sisvel grants Licensee and Affiliates identified in Exhibit 2 hereto a royalty-bearing, non-transferable, non-assignable, non-exclusive patent license license, with no right to grant sublicenses, under the Licensed Patent RightsPatents, to Manufacture, use, import, offer to Sell, Sell, or otherwise dispose of Licensed Products in the Licensed Field. 2.02 The license granted to Affiliates in Section 2.01 is limited to those Affiliates as of the Effective Date identified in Exhibit 2 hereto, and Licensee will impose on such Affiliates the obligations set forth in this Agreement and will obtain the agreement of such Affiliates to adhere to such obligations. On or before Licensee’s execution of this Agreement, Licensee will provide Sisvel with an authenticated organization chart showing the relationship of Licensee with all Affiliates. Licensee represents that such organization chart is complete and accurate. Within thirty (30) Days of any change in the identity or structure of any Affiliates, Licensee will provide Sisvel with an updated Exhibit 2 and with an updated authenticated organization chart showing the relationship of Licensee with all Affiliates. Should Licensee acquire or create a new Affiliate, such new Affiliate will automatically become licensed under this Agreement, and within thirty (30) Days of such acquisition or creation: (i) Licensee shall inform Sisvel of any activities under the Licensed Patents by the new Affiliate prior to use CIRM iPSC line or lines for internal research and for Commercial Use, and the date it became an Affiliate; (ii) to make and perform Licensed Products and Services in Licensee shall impose on any such new Affiliate the Licensed Territory and in the Field of Use. This license right is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted obligations set forth in this Section 3 are expressly contingent Agreement and obtain the agreement of such new Affiliate to adhere to such obligations; (iii) upon the timely payment request of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubtSisvel, Licensee is licensed and such new Affiliate shall execute an addendum to make and sell Differentiated Cells in commerce and this Agreement wherein such new Affiliate agrees to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with be bound by all the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach terms of this Agreement.; (iv) Licensee shall provide Sisvel with a full past due royalty statement with respect to any activities under Licensed Patents by the new Affiliate prior to the date it became an Affiliate; and

Grant of Rights. 3.01 CDI hereby (1) CM grants and Licensee accepts, subject to the terms and conditions of this Agreement, Customer a non-exclusive patent exclusive, non-sublicensable and non-transferable license under to use the Licensed Patent RightsLCI Databases within the limits as set out in this XXXX. (2) Customer may use the LCI Databases for creating Output Data and for internal purposes only. Customer must not sell or rent or otherwise distribute the LCI Databases, make publicly available or otherwise publish or disclose the LCI Databases to any third party. (3) Customer must not publish, sell or rent or otherwise distribute Life Cycle Impact Assessment Results (hereinafter referred to as "LCIA Results”) that are directly derived from the LCI Databases, nor make publicly available or otherwise publish or disclose LCIA Results to any third party. (4) Customer may not transfer or sublicense the rights of use to the LCI Databases to any third party. (5) Without affecting Section 3 (3) of this XXXX, if Customer uses LCI Databases to calculate models of its own, the publication of these models or newly calculated data (e.g. Output Data) is permitted, provided the publication does not disclose the LCI Databases and it is not possible to deduct the LCI Databases. (6) The license term shall be one (1) year. After the license term has ended, Customer shall (i) no longer be permitted to use CIRM iPSC line or lines for internal research and for Commercial Usethe LCI Databases, and (ii) be obliged to make and perform Licensed Products and Services delete the LCI Databases (including all copies of the LCI Databases) in the Licensed Territory possession of Customer and in (iii) demonstrate, upon CM's request, that Customer has deleted the Field of Use. This LCI Databases. (7) The license right is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC RepositoryLCI Databases is a named user license, i.e., the LCI Databases may only be used by one user on the side of the Customer per license who is determined by name and email address. Customer shall ensure that only named users access the LCI Databases. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of (8) CM shall have the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, right to request from Customer to provide appropriate documentation that Customer complies and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Customer's obligations according to Section 5.05 below3 (6) and Section 3 (7). In case such documentation is not sufficient in CM's discretion, CM shall be permitted to carry out on-site audits and Customer shall assist CM with such audit. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. (9) Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from LCI Databases beyond the license grants here and constitutes permitted use as set out in this XXXX shall form a breach of this Agreementcontract.

Grant of Rights. 3.01 CDI A. BOARD hereby grants to LICENSEE and Licensee acceptsits Subsidiaries, for the term of this Agreement (subject to the terms provisions of Paragraph VI.C. herein), an exclusive, world-wide license, including the right to grant sublicenses, under (1) the BOARD Patent Rights, (2) the BOARD Technical Information, excluding from (1) and conditions (2) those Improvements first conceived after the termination of the R & D Contract, and (3) Related Technology, to manufacture, use, market and sell any Product throughout the United States of America, its territories and possessions and in all foreign countries. B. UTSCC and BOARD hereby grant to LICENSEE a right of first refusal to an exclusive, world-wide, royalty bearing license for Improvements first conceived after the termination of the R & D Contract but before the termination of this Agreement, provided that the rights to such Improvements are not already owned by a non-exclusive patent third party. UTSCC and BOARD agree that they shall (1) refrain from disclosing such Improvements to third parties (except as provided in Article V herein) or entering into negotiations or agreements with third parties with regard to the disposition of an Improvement except as otherwise expressly permitted by this Agreement; and (2) give LICENSEE prompt written notice of any such Improvement, which notice shall specify all relevant technical and scientific information pertaining to the Improvement in sufficient detail to permit LICENSEE to reasonably assess its interest in the Improvement and UTSCC’s projected research funding requirements, if any (the “Improvement Notice”). If LICENSEE delivers notice to UTSCC of its interest in an Improvement (“Notice of Interest”) within 15 days after delivery of the Improvement Notice, LICENSEE and UTSCC shall undertake negotiations for the acquisition by LICENSEE of rights to such Improvement. If LICENSEE fails to deliver a timely Notice of Interest, or if UTSCC, Board and LICENSEE fail to enter into a written agreement within 60 days after delivery of the Notice of Interest or such additional time as may be agreed to by the parties, Board and UTSCC shall be free to consult with and license such Improvement to any other firm and LICENSEE shall have no further rights to the Improvement. BOARD and UTSCC shall not enter into any agreement with any other party unless such agreement is, overall, more favorable to UTSCC than the last offered by LICENSEE. C. BOARD and UTSCC hereby grant to LICENSEE the right to use the names “Board of Regents, The University of Texas System”, “M. D. Xxxxxxxx Hospital and Tumor Institute” and “The University of Texas System Cancer Center” (“Names”) to the extent necessary to enforce and protect LICENSEE’S rights under the Licensed Board Patent Rights; and subject to the written approval of UTSCC and, where required, BOARD, to use the Names for such other purposes as UTSCC and BOARD shall permit and may, under law, allow ; provided however, that LICENSEE shall not be obligated to use such Names in any manner. D. BOARD and UTSCC hereby grant to LICENSEE the right of access to, during normal business hours, and the use of, all experimental or other data which relate in any manner to the BOARD Patent Rights or the BOARD Technical Information, including without limitation, all data which BOARD has provided to the United States Patent Office, the Food and Drug Administration (FDA) or any other state, federal, foreign or local regulatory authority which relate in any manner to the BOARD Patent Rights or the BOARD Technical Information, and BOARD and UTSCC agree that they will not use, or permit the use of, such information and data, nor do anything else which will adversely affect LICENSEE’S rights under this Agreement in any manner. BOARD and UTSCC shall cooperate fully with LICENSEE, at LICENSEE’S expense, in order to obtain the regulatory approval of any state, federal, foreign or local authority which now is or later becomes necessary to develop manufacture, use, market or sell any Product. Such cooperation shall include, but not be limited to, obtaining all necessary regulatory approvals which are now required, or may in the future be required to manufacture, use, market or sell any Product for use in any application thereof. BOARD and UTSCC shall execute any and all documents reasonably necessary to obtain such approvals upon request by LICENSEE. LICENSEE shall reimburse BOARD and UTSCC for any reasonable out-of-pocket costs, plus overhead not to exceed 50% of out-of-pocket costs, including attorneys’ fees, incurred by BOARD and UTSCC in connection with such cooperation. At such time as clinical trials are commenced, LICENSEE agrees that it will enter into an appropriate agreement with UTSCC regarding the conduct of such trials but LICENSEE shall not be required to conduct such trials at UTSCC. E. UTSCC shall promptly provide LICENSEE and shall continue to provide LICENSEE, during the term of this Agreement, with all information relating to (i) to use CIRM iPSC line pharmacological, toxicological or lines for internal research and for Commercial Useclinical data, (ii) synthetic, formulative, manufacturing or analytical data, and (iiiii) to make and perform Licensed Products and Services such other chemical, physical or biological data which UTSCC may now or in the Licensed Territory and future possess or control which relates in the Field of Use. This license right is both any manner to the Licensed Subject Matter or Improvements, except for that information made confidential by law or prior agreement. F. The parties recognize that LICENSEE may encounter patents or other proprietary rights held by third parties which dominate activities covered by the BOARD Patent Rights or BOARD Technical Information, and that cross-licenses between the BOARD (or LICENSEE) and such third parties may be necessary in order to enable LICENSEE to exercise the rights granted under this Agreement. In that event, LICENSEE has the right to enter into cross-licensing agreements with third parties and to grant cross-licenses under any or all of the personal property ownership BOARD Patent Rights or BOARD Technical Information, provided: 1. BOARD and UTSCC are consulted beforehand and are reasonably satisfied that the third party does in fact hold a patent or own other proprietary rights that CIRM has in limits LICENSEE’s ability to exercise the CIRM iPSC lines that CDI has made for the CIRM iPSC Repositoryrights granted herein. 3.02 This Agreement confers 2. In BOARD’s and UTSCC’s reasonable judgement, the rights received by LICENSEE under such cross-licensing agreement cover only Licensed Patented Products or Processes or Licensed Non-Patented Products or Processes and are not directed to other products; 3. BOARD incurs no license financial or rights by implication, estoppel, legal liabilities under the cross-licensing; 4. Any money or otherwise under any patent applications or patents the value of any equipment, including license issue fees (and not including proceeds from sale of the Licensors other than Licensed Patent Rights. 3.03 All license marketing rights granted as described in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.Paragraph III.A.

Grant of Rights. 3.01 CDI 2.1 Subject to the terms of this Agreement, including Sections 2.5, 2.6 and 4.5, PROCYTE hereby grants to NEUTROGENA an exclusive license, with the unrestricted right to grant sublicenses, under PROCYTE Rights to make, have made, use, sell ------------------- [ * ] Confidential Treatment Requested and Licensee acceptshave sold Licensed Products [ * ] solely in the Mass Retail Market in the Field within the Territory. 2.2 Subject to the terms of this Agreement, including Sections 2.3, 2.5 and 2.6, PROCYTE hereby grants to NEUTROGENA a non-exclusive license, without the right to grant sublicenses (except as provided in Section 2.4 and for the manufacturing Licensed Products by third parties for its needs), under PROCYTE Rights to make, have made, use, sell and have sold Licensed Products, including Professional Products and Pharmaceutical Products, outside the Mass Retail Market in the Field within the Territory, including Pharmaceutical Products in the Mass Retail Market. 2.3 Notwithstanding the provisions of Section 2.2, NEUTROGENA shall not have the right or license to make, have made, use, sell or have sold any Licensed Products [ * ]. 2.4 NEUTROGENA may sublicense its rights under Section 2.2 to its Affiliates so long as they remain Affiliates of NEUTROGENA. NEUTROGENA shall provide PROCYTE with notice of the identity of any sublicensee (whether under the preceding sentence or under Section 2.1) and the term, territory and scope of said sublicensee's sublicense. Any sublicense by NEUTROGENA shall be subject to the terms and conditions of this Agreement. [ * ]. 2.5 Notwithstanding the provisions of Sections 2.1 and 2.2, a non-exclusive patent NEUTROGENA shall not have the right or license under PROCYTE Rights to make or have made Metal-Peptide Compositions for use in a Licensed Product during the term of this Agreement except as set forth in Schedule D to this Agreement or the subsequent Supply Agreement or with the written permission of PROCYTE. ------------------- [ * ] Confidential Treatment Requested 2.6 Notwithstanding the foregoing, NEUTROGENA and PROCYTE, including their respective sublicensees, agree not to introduce and sell a Licensed Patent RightsProduct [ * ]. 2.7 Notwithstanding the foregoing, (i) to use CIRM iPSC line or lines for internal research NEUTROGENA and for Commercial UsePROCYTE, including their respective sublicensees, [ * ]. 2.8 NEUTROGENA shall not, and shall require that its Affiliates (iiwho receive Licensed Product, directly or indirectly, from NEUTROGENA or its licensees) to make and perform sublicensees not, market, sell or use Licensed Products and Services in the Licensed Territory and in the Field of Use[ * ]. This license right is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 belowNEUTROGENA shall not, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubtrequire its Affiliates (who receive Licensed Product, Licensee is licensed to make directly or indirectly, from NEUTROGENA or its licensees) and sell Differentiated Cells in commerce and to sell services using CIRM iPSC linessublicensees not to, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line Licensed Product to a party that NEUTROGENA or linessublicensee knows or has reason to know may, or intends to, directly or indirectly, sell, transfer, use or market the Licensed Product[ * ]. 2.9 Except as set forth in Section 4.5, PROCYTE shall not, and shall require that its sublicensees not, market, sell or use Licensed Products in the Field in the Mass Retail Market. Except as set forth in Section 4.5, PROCYTE shall not, and shall require its sublicensees not, sell or transfer any Derivative, Licensed Product to any party, with the sole exception a party that Licensee may transfer the CIRM iPSC line PROCYTE or linessublicensee knows or has reason to know may, or a Derivativeintends to, to a non-profit entity engaged directly or indirectly, sell, transfer, use or market the Licensed Product in bona fide academic research provided the non-profit entity agrees Field in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 belowMass Retail Market. 3.05 Licensee agrees 2.10 PROCYTE hereby grants NEUTROGENA an option to use hereunder in Licensed Products, despite Section 2.6, its formulation and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used all its know-how related thereto for in vitro purposes only[ * ]. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.------------------- [ * ] Confidential Treatment Requested

Grant of Rights. 3.01 CDI hereby grants 2.01 Provided that the payments under Section 5.01 have been made and Licensee acceptsthe bank guarantee under Section 11.02 and Exhibit 4 hereto has been provided to Sisvel, and subject to the terms and conditions of this Agreement, Sisvel grants Licensee and Affiliates identified in Exhibit 2 hereto a royalty-bearing, non-transferable, non-assignable, non-exclusive patent license license, with no right to grant sublicenses, under the Licensed Patent RightsPatents, to Manufacture, use, import, offer to Sell, Sell, or otherwise dispose of Licensed Products in the Licensed Field. 2.02 The license granted to Affiliates in Section 2.01 is limited to those Affiliates as of the Effective Date identified in Exhibit 2 hereto, and Licensee will impose on such Affiliates the obligations set forth in this Agreement and will obtain the agreement of such Affiliates to adhere to such obligations. On or before Licensee’s execution of this Agreement, Licensee will provide Sisvel with an authenticated organization chart showing the relationship of Licensee with all Affiliates. Licensee represents that such organization chart is complete and accurate. Within thirty (30) Days of any change in the identity or structure of any Affiliates, Licensee will provide Sisvel with an updated Exhibit 2 and with an updated authenticated organization chart showing the relationship of Licensee with all Affiliates. Should Licensee acquire or create a new Affiliate, such new Affiliate will automatically become licensed under this Agreement, and within thirty (30) Days of such acquisition or creation: (i) Licensee shall inform Sisvel of any activities under the Licensed Patents by the new Affiliate prior to use CIRM iPSC line or lines for internal research and for Commercial Use, and the date it became an Affiliate; (ii) to make and perform Licensed Products and Services in Licensee shall impose on any such new Affiliate the Licensed Territory and in the Field of Use. This license right is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted obligations set forth in this Section 3 are expressly contingent Agreement and obtain the agreement of such new Affiliate to adhere to such obligations; (iii) upon the timely payment request of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubtXxxxxx, Licensee is licensed and such new Affiliate shall execute an addendum to make and sell Differentiated Cells in commerce and this Agreement wherein such new Affiliate agrees to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with be bound by all the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use terms of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.this

Grant of Rights. 3.01 CDI hereby grants 2.1. DOV shall grant a [***] license (including the right to grant sublicense) (the "DOV License") to Nascime of the DOV Intellectual Property solely in the Field and Licensee acceptsin particular to make, have made, import, use, offer for sale and sell the Products in the Territory. DOV shall grant to Nascime [***] sublicense to Nascime of DOV's interests and entitlements solely in the Field under the ACY Agreement in the ACY Know-How and the ACY Patent Rights relating to the Compounds in the Territory, with the right to grant sublicenses. DOV shall be responsible for payments related to the financial provisions and obligations of any pre-existing third party agreement to which it is a party (including amendments thereto) including any royalty or other compensation obligations pursuant to the ACY Agreement. To DOV's knowledge as of the Effective Date there is no agreement to which DOV is a party or by which it is bound that materially restricts the use by Nascime of the DOV License; in the event that there is such a contractual obligation that DOV may have as of the Effective Date, the Parties shall work in good faith to minimize the impact of such restriction. 2.2. Subject to the provisions of Clause 2.1, to the extent a royalty or other compensation obligation is payable to third parties with respect to DOV Intellectual Property would be triggered by use of such DOV Intellectual Property in connection with the Project, DOV shall inform Elan of such royalty or compensation obligation. [***]. 2.3. DOV Improvements shall be deemed, immediately upon development, to be DOV Intellectual Property and included in the license of DOV Intellectual Property granted to Nascime hereunder. Subject to third party agreements, DOV Improvements shall constitute part of DOV Intellectual Property pursuant to Clause 2.1. solely for the purposes set forth therein and included in the license of the DOV Intellectual Property hereunder, insofar as such improvements relate to the Field. If the inclusion of a DOV Improvement in the license of DOV Intellectual Property is restricted or limited by a third party agreement, DOV shall use reasonable commercial efforts to minimize any such restriction or limitation. 2.4. The DOV License and any amendments thereto shall be subject to the terms prior approval of Elan. Elan shall be a third party beneficiary under such license agreement and conditions consistent with the position of this Agreement, EIS as a non-exclusive patent license under the Licensed Patent Rights, (i) to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services shareholder in the Licensed Territory and in Company shall have the Field of Use. This license right is both to the Licensed Patent Rights and cause Nascime to the personal property ownership enforce Nascime's rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repositoryagainst DOV. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI hereby grants and Licensee accepts, subject to the terms and conditions of this Agreement, 2.1. DOV shall grant a non-exclusive patent license under (including the Licensed Patent Rights, right to grant sublicense) (ithe "DOV License") to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services in Nascime of the Licensed Territory and DOV Intellectual Property solely in the Field and in particular to make, have made, import, use, offer for sale and sell the Products in the Territory. DOV shall grant to Nascime a non-exclusive sublicense to Nascime of Use. This license right is both DOV's interests and entitlements solely in the Field under the ACY Agreement in the ACY Know-How and the ACY Patent Rights relating to the Licensed Patent Rights and to the personal property ownership rights that CIRM has Compounds in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any partyTerritory, with the sole exception right to grant sublicenses. DOV shall be responsible for payments related to the financial provisions and obligations of any pre-existing third party agreement to which it is a party (including amendments thereto) including any royalty or other compensation obligations pursuant to the ACY Agreement. To DOV's knowledge as of the Effective Date there is no agreement to which DOV is a party or by which it is bound that Licensee materially restricts the use by Nascime of the DOV License; in the event that there is such a contractual obligation that DOV may transfer have as of the CIRM iPSC line or linesEffective Date, or a Derivativethe Parties shall work in good faith to minimize the impact of such restriction. 2.2. Subject to the provisions of Clause 2.1, to the extent a non-profit entity engaged royalty or other compensation obligation is payable to third parties with respect to DOV Intellectual Property would be triggered by use of such DOV Intellectual Property in bona fide academic research provided connection with the non-profit entity agrees in writing not to further transfer the CIRM iPSC line Project, DOV shall inform Elan of such royalty or lines or Derivative to any other entitycompensation obligation. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below[***]. 3.05 Licensee agrees 2.3. DOV Improvements shall be deemed, immediately upon development, to be DOV Intellectual Property and understands that included in the CIRM iPSC lineslicense of DOV Intellectual Property granted to Nascime hereunder. Subject to third party agreements, Derivatives DOV Improvements shall constitute part of DOV Intellectual Property pursuant to Clause 2.1. solely for the purposes set forth therein and Differentiated Cells may be used for included in vitro purposes only. Any use the license of the CIRM iPSC linesDOV Intellectual Property hereunder, Derivatives or Differentiated Cells insofar as such improvements relate to make or develop cellular therapies for human treatment is expressly excluded from the Field. If the inclusion of a DOV Improvement in the license grants here of DOV Intellectual Property is restricted or limited by a third party agreement, DOV shall use reasonable commercial efforts to minimize any such restriction or limitation. 2.4. The DOV License and constitutes any amendments thereto shall be subject to the prior approval of Elan. Elan shall be a breach third party beneficiary under such license agreement and consistent with the position of this AgreementEIS as a shareholder in the Company shall have the right to cause Nascime to enforce Nascime's rights against DOV.

Grant of Rights. 3.01 CDI hereby 2.1 UFRF grants to Ixion the exclusive right to negotiate, execute, and Licensee acceptsadminister License Agreement(s) in the Diagnostic Field. Unless this Agreement is terminated and there are no License Agreement(s) in effect or in negotiation, in accordance with Article 6 (Termination): (a) UFRF will not license Patent Rights in the Diagnostic Field; and (b) UFRF will, to the extent it is permitted under applicable agreements with other parties, notify Ixion of applications of the Patent Rights in Other Fields of which it becomes aware and consult with Ixion concerning such Other Fields before granting any license under the Patent Rights in such Other Fields. This Agreement and any License Agreement(s) shall be subject to the terms reservation of a right by UFRF, on behalf of the University of Florida to practice under the Patent Rights for research purposes only, including research for any sponsors. 2.2 Ixion will use its best efforts to bring one or more Licensed Products or Licensed Processes to market through a thorough, vigorous, and conditions diligent program for exploitation of the Patent Rights to attain commercialization of Licensed Products and Licensed Processes, or at its election, will actively and diligently seek Licensee(s) for the commercial development of Patent Rights and will administer all License Agreement(s) for the mutual benefit of the parties to this Agreement. 2.3 Ixion will have the final authority to enter into negotiations and execute License Agreement(s) in the Diagnostic Field. Ixion will provide UFRF with copies of all License Agreements(s) issued. UFRF will keep these documents and related documentation confidential in accordance with Article 7 (Confidentiality), except that UFRF may disclose the existence of any License Agreement(s), but only to the extent of the granting clause. 2.4 For as long as this Agreement is in effect, Ixion shall pay to UFRF twenty-five percent (**%) of Net Royalty Income. 2.5 During the life of this Agreement, a non-exclusive patent license under the Licensed Patent Rights, (i) each party will be solely responsible for calculating and distributing to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services its respective inventors named on patents contained in the Licensed Territory and in the Field of Use. This license right is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has its share of Net Royalty Income in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repositoryaccordance with its own policy. 3.02 This 2.6 Any respective License Agreement confers no license will include provisions, or rights substantially similar provisions, as follows: 2.6.1 Nothing in this Agreement will be construed as: an obligation to bring or prosecute actions or suits against third parties for patent infringement; conferring by implication, estoppel, or otherwise any license or rights under any patent applications or patents of any University of the Licensors Florida Research Foundation, Inc. ("UFRF") other than Licensed Patent Rights, regardless of whether such patents are dominant or subordinate to Patent Rights; or an obligation to furnish any know-how not provided in Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement."

Grant of Rights. 3.01 CDI 2.1. Subject to Section 2.3, ImClone hereby grants to Merck an exclusive license with the right to sublicense as limited by Section 2.6, to make, use and Licensee acceptssell Licensed Products and Alternative Products within the Territory and a non-exclusive license to use Licensed Product Technology and Alternative Product Technology for the manufacture of the Compound. 2.2. ImClone hereby grants to Merck an exclusive license, subject without the right to sublicense other than to Merck's Affiliates or to sublicensees with ImClone's prior written consent, which consent shall not be unreasonably withheld, the terms Radiotherapy Patent and conditions the Chemotherapy Patent, respectively, to make, use and sell Merck Products within the Territory for a term beginning on the date of this Agreement and continuing throughout the life of the Radiotherapy Patent and of the Chemotherapy Patent, respectively, in each case, as such patent may be extended or restored. In the event that the Compound fails in the United States and Canada ("Product Failure"), then the exclusive license granted under this Section 2.2 shall automatically become a worldwide exclusive license granted to Merck for a term beginning on the date of the Product Failure and continuing throughout the life of the Radiotherapy Patent and/or the Chemotherapy Patent, as the case may be, in each case, as such patent may be extended or restored. This Section 2.2 shall survive the termination of the Agreement. 2.3. The parties hereby agree to use their best reasonable efforts to reach a separate agreement within twelve (12) months of the first commercial sale of any Licensed Product in the Territory pursuant to which Merck and ImClone will collaboratively develop and market Licensed Products and Alternative Products in Japan; provided, however, that if no such agreement is reached within such twelve-month period, the parties shall have co-exclusive rights with the right to sublicense with respect to Licensed Products and/or Alternative Products in Japan. Notwithstanding any other provision of this Agreement, ImClone acknowledges and agrees that ImClone shall under no circumstances take any unilateral action ***Confidential Treatment Requested with respect to any Licensed Products and/or Alternative Products in Japan without Merck' prior written consent, which consent shall not be unreasonably withheld. 2.4. Notwithstanding any other provision of this Agreement, if at any time during the term of this Agreement ImClone determines to grant a nonlicense, exclusive or otherwise, to make, have made, use, sell or have sold Licensed Products or Alternative Products outside the Territory (not including a right to distribute), it shall so notify Merck in writing. Merck shall have thirty (30) calendar days from the receipt of such written notification to notify ImClone in writing of its desire to negotiate for such a license. Should Merck make such a written notification, then for a period of sixty (60) calendar days therefrom, the parties shall negotiate in good faith the terms of such a license. Should the parties not consummate a license in this period of sixty (60) calendar days, the offer to Merck shall be deemed formally withdrawn and ImClone shall have the right to negotiate and consummate a license with a third party; provided, however, that ImClone shall not consummate such a license with such third party unless the terms of such license offered to such third party are no more favorable than the terms previously offered to Merck. If such terms, in the aggregate, are more favorable than the terms previously offered to Merck, then ImClone, by written notice, shall offer such terms to Merck and Merck shall have fifteen (15) calendar days from ImClone's notice in which to accept such offer and consummate such license. 2.5. To the fullest extent permitted by law, any license granted herein shall extend for a term beginning on the date of this Agreement and, unless terminated sooner as herein provided, shall, in the case of Licensed Products sold under Licensed Product Patents and Alternative Products sold under Alternative Product Patents, continue throughout the life of the last-exclusive to-expire patent included in Licensed Product Patents or Alternative Product Patents, as the case may be, in each case, as such Licensed Product Patents and/or Alternative Product Patents may be extended or restored, or in the case of Licensed Products or Alternative Products that incorporate or utilize Licensed Product Technology or Alternative Product Technology, as the case may be, continue as a royalty-bearing license for fifteen (15) years from the date of first commercial sale of a Licensed Product, as the case may be, after which time the licenses ***Confidential Treatment Requested under Licensed Product Technology or Alternative Product Technology, as the case may be, shall survive without further royalty payment and shall be irrevocable, except that the licenses shall become nonexclusive. 2.6. Merck shall have the right to sublicense the manufacture and/or sale of Licensed Patent RightsProducts and/or Alternative Products, (i) to use CIRM iPSC line or lines for internal research and for Commercial Useprovided Merck notifies ImClone in writing of any such sublicense, and (ii) continues to make fulfill all of its material obligations contained in this Agreement, including but not limited to the payment of all royalties, keeping of records, and perform reporting of sales; and further provided, however, that Merck shall not so sublicense without the consent of ImClone and ImClone shall have the right to withhold its consent to any such sublicensee and sublicense, which consent shall not be unreasonably withheld. Notwithstanding any other provision of this Agreement, the respective rates of royalties payable to ImClone on sales of Licensed Products, Alternative Products and Services Merck Products in the Licensed Territory by Merck's sublicensees and their Affiliates shall be calculated in a manner mutually agreed by the Field of Useparties. This license right is both Any sublicense agreement shall contain terms obligating the sublicensee to the Licensed Patent Rights provide and make available its books and records pursuant to Article V hereunder and to comply with the personal property ownership rights that CIRM has in confidentiality provisions of Article VI and the CIRM iPSC lines that CDI has made for the CIRM iPSC Repositoryrestrictions set forth at Section 9.7, Section 9.10 and Section 9.11. 3.02 This 2.7. Under no circumstances shall this Agreement confers no be construed to grant any right or license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license those rights or licenses expressly granted in this Section 3 are expressly contingent upon the timely payment of Article II. Any other right or license shall be evidenced by a separate written license agreement between Merck and ImClone, executed by both parties. ImClone and Merck hereby specifically reserve all fees required by Section 5 belowrights to their respective patents, technology, products, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3other applicable information not licensed herein. 3.04 For avoidance 2.8. With the exception of doubt[ *** ] for research purposes and those matters described in Schedule 2.8, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee ImClone shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that for a period of [ *** ] after the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach execution of this Agreement.Agreement [ *** ]. ***Confidential Treatment Requested

Grant of Rights. 3.01 CDI hereby grants and Licensee accepts, subject A. Subject to the terms and conditions provisions of this Agreement, a PROGINET hereby grants to DISTRIBUTOR the following non-exclusive patent exclusive, non-transferable rights in the TERRITORY (See EXHIBIT C): 1. the right to market and offer for sale licenses of PRODUCTS from PROGINET to CLIENT(S); 2. the right and license under the Licensed Patent Rights, (i) to use CIRM iPSC line the PRODUCTS for demonstration purposes to the CLIENT(S); and B. The rights referred to in SECTION 2.A herein above are subject to DISTRIBUTOR'S meeting of Minimum Annual Revenue Quotas for each TERRITORY as specified in EXHIBIT C hereto. C. PROGINET reserves the right to market, license, sell, install and service the PRODUCTS for any CLIENT, either directly or lines through a related person or company in the TERRITORY. DISTRIBUTOR may register a prospect via a signed Trial License Agreement, attached as EXHIBIT D with Proginet. That prospect will be "protected" for internal research a period of up to ninety (90) days. D. Any dispute between DISTRIBUTOR and for Commercial Useany other representative, agent or DISTRIBUTOR of PROGINET shall be arbitrated by PROGINET, in its sole discretion, in accordance with the written agreements between Proginet and its DISTRIBUTOR(s), and (ii) to make and perform Licensed Products and Services in the Licensed Territory and in the Field of UsePROGINET'S then-current marketing policies. This license right is both relates only to DISTRIBUTOR to DISTRIBUTOR Disputes. PROGINET'S decision regarding such dispute shall be final and binding on the Licensed Patent Rights parties involved. PROGINET will establish and issue procedures to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repositorybe followed by all parties to mitigate conflict between all such parties. 3.02 This E. Any dispute, controversy or claim arising out of or in connection with this Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, between DISTRIBUTOR and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or linesPROGINET, or any Derivativebreach thereof, shall be settled exclusively and finally by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment upon such an award rendered by the arbitrator may be entered in any court having jurisdiction thereof. A decision of the arbitrator shall be binding and conclusive on the parties hereto and shall not be subject to any partyappeal. All limitations of liability set forth in this Agreement, with the sole exception that Licensee may transfer the CIRM iPSC line or linesshall be binding and given full force and effect in any such arbitration. The fees and expenses of any arbitration hereunder, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use including of the CIRM iPSC linesarbitrator, Derivatives or Differentiated Cells shall be advanced equally by the parties, and each party shall be responsible for its own attorneys' fees in connection with an arbitration. Notwithstanding the foregoing, the parties' final responsibility for all arbitration fees and related attorneys' fees and expenses shall be subject to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach final decision of this Agreementthe arbitrator.

Grant of Rights. 3.01 CDI hereby grants and Licensee accepts, subject a) Subject to the terms and conditions of this Agreement, each Contributor hereby grants Recipient: • for its internal use only, a non-exclusive patent license under the Licensed Patent Rightsexclusive, (i) worldwide right to use CIRM iPSC line or lines for internal research and for Commercial Usereproduce, display, perform, and (ii) to make and perform Licensed Products and Services in the Licensed Territory and in the Field of Use. This license right is both where access to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any Source Code of the Licensors other than Licensed Patent Rights. 3.03 All license rights Contribution has been granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivativesaid Contributor, to any partymodify, with complete and/or prepare Derivative Works of the sole exception that Licensee may transfer the CIRM iPSC line or linesconcerned Contribution, or a Derivative, to as long as Recipient remains an ENGIE Group Company; and • a non-profit entity engaged exclusive, worldwide right to Distribute to an ENGIE Croup Company only, the Contribution of such Contributor, in bona fide academic research provided the Source Code, Executable Code form or As a Service, as long as Recipient remains an ENGIE Group Company; and • a non-profit entity agrees exclusive, worldwide right to Distribute the Contribution of such Contributor to a Customer, in writing Executable Code form or As a Service only and as part of a Larger Work, as long as Recipient remains an ENGIE Group Company. b) Recipient understands that although each Contributor grants the rights set forth herein, no assurances are provided by any Contributor that a Contribution or a Program does not to further transfer infringe the CIRM iPSC line patent or lines or Derivative to other intellectual property rights of any other entity. In additionEach Contributor disclaims any liability to Recipient for claims brought by any other ENGIE Group Company or any third party based on infringement of intellectual property rights or otherwise. As a condition to exercising the rights granted hereunder, Licensee shall not conduct High Throughput Screeningeach Recipient hereby assumes sole responsibility to secure any other intellectual property rights needed, unless Licensee has complied with Section 5.05 belowif any. For example, if a third party patent license is required to allow Recipient to Distribute a Contribution or a Program, it is Recipient’s responsibility to acquire that license before distributing said Contribution or Program. 3.05 Licensee agrees and understands c) Each Contributor represents that to its knowledge it has sufficient rights in its Contribution, to grant the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for rights set forth in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement. d) Each Contributor undertakes to comply with the Charter. e) Except as expressly stated here above, Recipient receives no rights or licenses to the intellectual property of any Contributor under this Agreement, whether expressly, by implication or otherwise. All rights in the Program not expressly granted under this Agreement are reserved.

Grant of Rights. 3.01 CDI hereby grants and Licensee accepts, subject 2.1 Subject to the terms and conditions of this Agreement, a Licensor hereby grants to Licensee the right and license, during the term of this Agreement, to: (a) prepare derivative works based upon the Copyrighted Works; and (b) reproduce, distribute, display and transmit the Copyrighted Works and any derivative works thereof, but only in the Territory and only in connection with the marketing and sale of Services and New Services; except that, nothing in this Agreement shall give ----------- Licensee any right to use the Copyrighted Works in any manner that would violate the provisions of the Trademark License Agreement or any other agreement by and between Licensor and Licensee. 2.2 Licensee shall only have the right to grant non-exclusive patent license restricted sublicenses of its Section 2.1(a) rights to Dealers, provided, however, that (A) the rights granted shall not be inconsistent with or more extensive in scope or manner than Licensee's rights under this Agreement or in violation of any other restriction imposed on Licensee under any other agreements with Licensor, (B) Licensee will be directly liable for any acts of Dealers which violate the Licensed Patent Rights, terms of this Agreement, (C) each sublicense granted shall be personal to the Dealer (with no right to assign or sublicense) and shall terminate immediately upon termination of the respective Dealer agreement or upon request by Licensee, (D) Licensee will not appoint as a Dealer (i) to use CIRM iPSC line any party listed in or lines for internal research and for Commercial Usecovered by Schedule 3, and Paragraph 8, or (ii) to make and perform Licensed Products and Services any Affiliate (as that term is defined in the Licensed Territory Asset Purchase Agreement) of such party (provided Licensee has actual knowledge of such affiliation and such Affiliate shares such party's name and engages in Leasing, Heavy Duty Rentals and/or integrated logistics services), and (E) Within a reasonable period following execution hereof, Licensee will incorporate the Field obligations of Use. This license right is both this Section in a written instrument approved by Licensor, which instrument Licensee will require all Dealers appointed following execution hereof to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repositorysign (except Licensor). 3.02 This Agreement confers no license 2.3 Licensor will not itself use or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative grant to any other entityparty the right to use the Copyrighted Works for One-Way Consumer Rental Business (except Licensor may use the Marks as a Dealer in accordance with the Dealer Agreement between Licensor and Licensee dated October 17, 1996 ("Dealer Agreement")), One-Way Light Commercial Rental Business (except Licensor may use the Marks as a Dealer in accordance with the Dealer Agreement) or Move Management Business. In additionFor purposes of this Section 2.3 only, Licensee shall it is understood and agreed that a rental that is covered by the definition of One-Way Consumer Rental Business which is picked up by a customer at one office and dropped off at another office which is within thirty-five miles of the pick-up office is not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 belowOne-Way Consumer Rental Business. 3.05 Licensee agrees and understands that 2.4 Licensor will not grant to any party who is not affiliated with Licensor the CIRM iPSC linesright to use the Copyrighted Works for Local Light Commercial Rental Business. For the purposes of this Section 2.4, Derivatives and Differentiated Cells may be used "affiliated" shall mean, for in vitro purposes only. Any use the duration of the CIRM iPSC linesTerm hereof, Derivatives any other party in which Licensor has at least a fifty percent (50%) economic interest and which Licensor directly, or Differentiated Cells through one or more intermediaries, controls or is under common control with, and, if such a party is an individual, any member of the immediate family (including parents, spouse and children) of such individual and any trust whose principal beneficiary is such individual or one or more members of such immediate family and any party who is controlled by any such member or trust. As used in this definition, "control" (including, with a correlative meaning "under common control with") shall mean possession, directly or indirectly, or power to make direct or develop cellular therapies for human treatment is expressly excluded from cause the license grants here and constitutes a breach direction of this Agreementmanagement or policies (whether through ownership of securities or partnership or other ownership interest, by contract or otherwise).

Grant of Rights. 3.01 CDI hereby grants and Licensee accepts, subject 2.1 Subject to the terms and conditions of this Agreement, Supplier hereby grants Distributor an exclusive license, solely in the Territory and only during the Term, to perform or assist with the legal production, marketing, sale and distribution of NCG Product in NCG Packaging made in connection with NCG Technology solely in connection with the Cannabis Centers’ Cultivation Business (as defined in Exhibit A) and/or the Cannabis Centers’ Manufacturing Business (as defined in Exhibit A) and to perform a Conveyance to the Cannabis Centers the rights to sell the NCG Products to and in various retail outlets in the Territory. No rights are conveyed or licensed to Distributor for any activities or conduct occurring directly or indirectly outside the Territory or for sale to entities that do not qualify as a Cannabis Center. 2.2 Subject to the terms and conditions of the Agreement, Supplier also grants Distributor an exclusive license, solely in the Territory and only during the Term, to use (subject to the terms of this Agreement) of the NCG Marks solely in connection with the marketing, distribution, and sale of the NCG Products provided through a Cannabis Center and NCG Packaging as authorized in paragraph 2.1 and to perform a Conveyance to the Cannabis Centers the rights to sell the NCG Products to and in various retail outlets in the Territory. NCG Marks may only be used with the associated NCG Products and NCG Packaging as set forth in Schedules A and B. Excluded from the non-exclusive patent license granted under this paragraph 2.2 is the Licensed Patent Rightsuse of NCG Marks or variations thereof as any part of a domain name or URL. NCG Marks may be modified from time to time at the sole discretion of the Supplier, provided however that any modifications comply with all legal requirements of the jurisdiction in which Distributor and the Cannabis Centers operate. Distributor and the Cannabis Centers agree that each must prominently display a disclaimer on the home page for any website or URL by or through which Distributor or the Cannabis Centers markets or advertises its services, NCG Products and NCG Packaging, and that such disclaimer shall unambiguously state that the NCG Products and NCG Packaging are only available for purchase and delivery within the Territory. Distributor and the Cannabis Centers each agree not to use the NCG Marks outside of the Territory, except as permitted on its website, or other media accessible from outside the Territory, such as social media pages and the like. Supplier reserves the right to use the NCG Marks in the Territory (i) in connection with marketing, offer for sale and sale of NCG Products and NCG Packaging to use CIRM iPSC line or lines for internal research Non-Cannabis Centers and for Commercial UseEnd Users, and (ii) in the event Distributor or any Cannabis Center is in material breach of this Agreement, or (iii) if Distributor or any Cannabis Center consents in writing to make Supplier’s use of the NCG Marks in the Territory to the extent that Supplier’s use is not otherwise permitted. 2.3 No license or right is hereby granted by Supplier to Distributor or the Cannabis Centers which is not expressly granted to Distributor or the Cannabis Centers hereunder. Distributor and perform Licensed the Cannabis Centers acknowledge that, in granting the license under Sections 2.1 and 2.2, nothing in this Agreement shall impair, alter or affect Supplier’s retained right to make, use and practice, and to permit others to make, use and practice the NCG Technology or Intellectual Property Rights, to market, distribute, sell or offer for sale the NCG Products and Services in NCG Packaging outside of the Licensed Territory and in the Field of Use. This license right is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository. 3.02 This Agreement confers no license or rights by implication, estoppelTerritory, or otherwise under any patent applications or patents of any of to use the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon NCG Marks outside the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entityTerritory. In addition, Licensee Distributor acknowledges that nothing in this Agreement shall not conduct High Throughput Screeningimpair, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees alter or affect Supplier’s retained right to make, use and understands that practice, and to permit others to make, use and practice the CIRM iPSC linesNCG Technology or Intellectual Property Rights, Derivatives to market, distribute, sell or offer for sale the NCG Packaging and Differentiated Cells may be used for in vitro purposes only. Any use NCG Products inside of the CIRM iPSC lines, Derivatives Territory if Distributor or Differentiated Cells to make or develop cellular therapies for human treatment any Cannabis Center is expressly excluded from the license grants here and constitutes a in material breach of this Agreement. 2.4 The exclusive license granted hereunder shall be subject to all applicable laws, rules, and regulations, excluding rights of the federal government outside the parameters and allowances set forth and established by Michigan state law and except to render the License Agreement or any portion of it unenforceable or void by operation of Federal Cannabis Laws. 2.5 Distributor may not assign any portion of its rights or obligations under this Agreement, and may not grant any sublicenses other than to the Cannabis Centers, except upon the sale of all or substantially all of the assets of Distributor and only with the written approval of Supplier which approval will not be unreasonably withheld, or otherwise with Supplier’s express, written permission. Notwithstanding this Section 2.5, Distributor may assign all or any portion of its rights or obligations under this Agreement to a Related Party, provided that such Related Party agrees to be bound by the terms and conditions of this Agreement. For purposes of this Section 2.5, a “Related Party” shall mean any subsidiary, affiliate, or entity controlled by or consolidated with the Distributor.

Grant of Rights. 3.01 CDI hereby grants and Licensee accepts, subject 2.1 Subject to all the terms and conditions of this Agreement, a non-exclusive patent license Licensor hereby grants to Licensee under the Licensed Patent RightsIntellectual Property Rights the sole and exclusive right and license to (a) develop, make, have made and use the Compounds and the Products for the Selected Indications in the Territory, and (b) to market and sell the Products for the Selected Indications in the Territory. Notwithstanding the foregoing, Licensee shall not be in breach of this Agreement for using the Compounds or the Products outside of the Territory, (i) provided that such use is solely for the Development Work (as defined below), including but not limited to use CIRM iPSC line or lines conducting clinical trials, and Licensee receives Licensor's consent, such consent not to be unreasonably withheld (provided further that if Licensor does not respond to Licensee's request for internal research and for Commercial UseLicensor's consent within thirty (30) days after the date of Licensee's request, then such consent shall be deemed given by Licensor), and (ii) to make permit its sublicensees to manufacture Compounds or Products, provided that such manufacturing sublicensees are either identified on Schedule 3 attached hereto or are approved by Licensor as described in Section 2.2 below. 2.2 Licensor has consented to Licensee's use of the manufacturing sublicensees identified on Schedule 3 attached hereto, and perform Licensed Products and Services Licensor hereby authorizes Licensee to appoint additional sublicensees in the Licensed Territory for the performance of its obligations hereunder, provided that (a) Licensee's selection of a Marketing Partner is subject to Section 4.4 below (and not this Section 2.2), and (b) Licensee's selection of additional third parties to manufacture Compounds and/or Products shall be subject to Licensor's consent of Licensee's use of such third party, such consent not to be unreasonably withheld. If Licensor does not respond to Licensee's request for Licensor's consent of any such additional third party to manufacture Compounds and/or Products within thirty (30) days after the date of Licensee's request, then such consent shall be deemed given by Licensor. 2.3 No sublicense agreement nor any of its provisions or agreement with a Marketing Partner (as defined below) shall relieve Licensee from any of its obligations to Licensor under this Agreement. 2.4 No sublicense agreement or agreement with a Marketing Partner negotiated by Licensee shall be inconsistent with the terms and conditions herein contained. 2.5 Licensee shall have a right of first refusal in the Field Territory to acquire the exclusive right (a) to include within the definition of Use. This license right is both Compounds hereunder all chemical compounds that are structurally related to or derived from the Licensed Patent Rights Compounds and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository. 3.02 This Agreement confers no license or rights which are not covered by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon Patents (the timely payment of all fees required by Section 5 below"Analogues"), and to include within the failure definition of Patents hereunder all patent(s) and patent application(s) owned or controlled by Licensor relating to make timely payment the Analogues, and (b) to include within the definition of Selected Indications hereunder any fee due under Section 5 below indication that is not included in the definition of "Selected Indications" as of the date of this Agreement (the "Other Indications"). Licensor shall immediately terminate notify Licensee of Licensor's receipt from a third party of a bona-fide offer in respect of the licenses granted in this Section 3. 3.04 For avoidance Analogues and/or the Other Indications, including the name of doubtthe offeror (the "Offeror") and the material terms and conditions of the offer (the "Offer"). Licensee shall have ninety (90) days after its receipt of such notice to review such Offer, and to notify Licensor that Licensee is licensed willing to make acquire the exclusive rights to the Analogues in the Territory, and/or to expand the definition of Selected Indications to include the Other Indications, under the terms of the Offer. If Licensee elects not to exercise such right of first refusal prior to the end of such ninety (90) day period, then Licensor shall be free to grant such Offeror the right to use the Analogues under the patent(s) or patent application(s) applicable thereto, and/or to use the Compounds or the Analogues for the treatment of the Other Indications, under terms and sell Differentiated Cells in commerce and conditions that are no more favorable to sell services using CIRM iPSC lines, Derivativesthe Offeror, and Differentiated Cellsno less favorable to Licensor, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with than the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees terms and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use conditions of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this AgreementOffer.

Grant of Rights. 3.01 CDI hereby grants and Licensee accepts, subject (a) Subject to the terms and conditions of this License Agreement, a non-Synthonics, Incorporated hereby grants to MedScape, and MedScape hereby accepts, worldwide, exclusive patent license under rights to use the Licensed Patent RightsTechnology for the development of Licensed Products and Licensed Processes and the production, manufacture, marketing, distribution, sale, lease, or other transfers of Licensed Products and/or Licensed Processes during the term of this License Agreement. (b) MedScape shall be given only the object code for the computer programs included in the Licensed Technology and any Improvements thereon. Synthonics, Incorporated agrees that it will be reasonably responsive to MedScape's requests for alterations and Improvements that MedScape wants to have made in the source code of the computer programs included in the Licensed Technology. In a reasonably timely manner, Synthonics, Incorporated shall make such alterations and Improvements, where such can reasonably be made, at a cost to MedScape equal to Synthonics, Incorporated's actual costs. At all times, Synthonics, Incorporated shall have title to and full ownership of the Licensed Technology including, without limitation, all Improvements and all software codes or ideas which are patentable. (c) Within thirty (30) days after the execution of this License Agreement, Synthonics, Incorporated and MedScape shall execute and deliver a Master Source Code Escrow Agreement (hereinafter referred to as "Escrow Agreement") providing, among other things, that MedScape would have the right to obtain the source code from the escrow agent designated in the Escrow Agreement and use it to maintain, update, and enhance the computer software included as part of the Licensed Technology in the event that (i) Synthonics, Incorporated materially fails to use CIRM iPSC line perform its obligations pursuant to this License Agreement, or lines for internal research and for Commercial Use, and (ii) Synthonics, Incorporated becomes bankrupt or insolvent. (d) This grant will extend to make and perform authorize the production, manufacture, marketing, distribution, sale, lease or other transfer of Licensed Products and Services in the and/or Licensed Territory and in the Field of Use. This license right is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository. 3.02 This Agreement confers no license Processes directly or rights by implicationthrough an Affiliate, estoppelDistributor, or otherwise under any patent applications retail outlet and shall authorize End Users' use of Licensed Products and/or Licensed Processes transferred by MedScape or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 belowMedScape's Affiliates, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or linesDistributors, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 belowretail outlets. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI hereby grants 2.01 Provided that the payments under Section 5.01 have been made and Licensee acceptsthe bank guarantee under Section 11.05 and Exhibit 5 hereto has been provided to Sisvel, and subject to the terms and conditions of this Agreement, Sisvel grants Licensee and Licensee Affiliates identified in Exhibit 3 hereto a royalty-bearing, non-transferable, non-assignable, non-exclusive patent license license, with no right to grant sublicenses or any other allowances, under the DVB-SIS Listed Patents in the DVB-SIS Field, to Manufacture, use, import, offer to Sell, Sell, or otherwise dispose of Licensed Patent RightsProducts. 2.02 Licensee will use its best commercially reasonable effort to ensure that the following clause is part of any contract between the Licensee and a purchaser of Licensed Products: ͞The sale and/or purchase of a transmitting device does not confer any license (neither explicit nor implied) or allowance to the buyer or any third party under any patent or any other IPR (intellectual property right) which might be realized by any corresponding receiving device and/or by its use. The same applies vice versa in case of a sale and/or purchase of a receiving device with regard to the corresponding transmitting device.͟ 2.03 The license granted to Licensee͛s Affiliates in Section 2.01 is limited to those of Licensee͛s Affiliates as of the Effective Date identified in Exhibit 3 hereto, and Licensee will impose on such Licensee Affiliates the obligations set forth in this Agreement and will obtain the agreement of such Licensee Affiliates to adhere to such obligations. On or before >ŝĐĞŶƐĞĞ͛Ɛ ĞdžĞĐƵƚŝ Agreement, Licensee will provide Sisvel with an authenticated organization chart showing the relationship of Licensee with all Licensee Affiliates. Licensee represents that such organization chart is complete and accurate. Within thirty (30) Days of any change in the identity or structure of any Licensee Affiliates, Licensee will provide Sisvel with an updated Exhibit 3 and with an updated authenticated organization chart showing the relationship of Licensee with all Licensee Affiliates. Should Licensee acquire or create a new Licensee Affiliate, such new Licensee Affiliate will automatically become licensed under this Agreement, and within thirty (30) Days of such acquisition or creation: (i) Licensee shall inform Sisvel of any activities under the DVB-SIS Listed Patents by the new Licensee Affiliate prior to use CIRM iPSC line or lines for internal research and for Commercial Use, and the date it became a Licensee Affiliate; (ii) Licensee shall impose on any such new Licensee Affiliate the obligations set forth in this Agreement and obtain the agreement of such new Licensee Affiliate to make adhere to such obligations; (iii) upon request of Sisvel, Licensee and perform such new Licensee Affiliate shall execute an addendum to this Agreement wherein such new Licensee Affiliate agrees to be bound by all the terms of this Agreement; (iv) Licensee shall provide Sisvel with a full past due royalty statement with respect to any activities under DVB-SIS Listed Patents by the new Licensee Affiliate prior to the date it became a Licensee Affiliate; and (v) Licensee shall provide Sisvel with royalty payments for Licensed Products Sold by such new Licensee Affiliate in accordance with such past due royalty statement and Services the requirements of this Agreement. LŝĐĞŶƐailĞurĞe t͛o Ɛcom pĨly with (i) through (v) above shall be considered a material breach of this Agreement. 2.04 Licensee and all Licensee Affiliates licensed hereunder will be liable jointly and severally for any payments due under this Agreement for Licensed Products Manufactured, used, imported, offered for Sale, Sold, or otherwise disposed of at any time by Licensee or Licensee Affiliates. For the avoidance of doubt, the license granted under this ARTICLE 2 to a Licensee Affiliate shall remain in effect only for the time that such entity is a Licensee Affiliate and shall terminate automatically and without notice on the date on which this Agreement is terminated and/or on the date such entity ceases to be a Licensee Affiliate. 2.05 Provided that the payments under Section 5.01 have been made and the bank guarantee under Section 11.05 and Exhibit 5 hereto has been provided to Sisvel, and that Licensee is in full compliance with all its obligations under this Agreement, Sisvel hereby releases, acquits, and forever discharges Licensee and Licensee Affiliates listed in Exhibit 3 from any and all claims of infringement of the DVB-SIS Listed Patents limited to the DVB-SIS Field and arising out of the Licensed Products Manufactured, used, imported, offered for Sale, Sold, or otherwise disposed of by Licensee or Affiliates prior to the Effective Date which are listed in Table (a) of the royalty statement(s) attached to this Agreement. The Parties specifically agree that nothing in this Agreement prevents Sisvel from seeking and obtaining royalties from any third party from or to which Licensee has purchased or Sold Licensed Products for which a royalty has not been paid, regardless of whether such products are listed in the royalty statement(s) attached to this Agreement. 2.06 Licensee, for itself and Licensee Affiliates, acknowledges that the rights granted herein are limited to the DVB-SIS Field, and Licensee, for itself and Licensee Affiliates, acknowledges that no rights granted herein shall apply to any practice under any DVB-SIS Essential Patent Claim outside the DVB-SIS Field. For the avoidance of doubt, no rights are granted under this Agreement with respect to any standards other than the DVB-SIS Standard. 2.07 No rights granted under this Agreement extend to any product or process conforming to the DVB-SIS Standard and covered by the DVB-SIS Essential Patent Claims merely because it is used or Sold in combination with a Licensed Territory Product of Licensee. No rights granted under this Agreement extend to any receiver or decoder merely because it is used or Sold in combination with a transmitter or a transmitted signal stemming from Licensee and no rights granted under this Agreement extend to any transmitter or transmitted signal merely because it is used or Sold in combination with a receiver or decoder stemming from Licensee. 2.08 No rights are granted under this Agreement for products declared by Licensee as Sold, purchased, or disposed of by Licensee or Licensee Affiliates and in the Field breach of Use. This license right is both Section 3.06 infra and therefore such products are not licensed and are not subject to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made payment (except for the CIRM iPSC Repositoryamounts due pursuant to Section 10.05 infra) and reporting obligations of Licensee under this Agreement. 3.02 This Agreement confers 2.09 It is understood and agreed that no license or rights immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors otherwise, other than Licensed Patent Rightsas expressly provided under this ARTICLE 2. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI hereby grants and Licensee accepts, subject 2.1. Subject to the terms and conditions contained herein and, in consideration of this Agreementthe payments specified under Clause 6.1, Isis hereby grants to Orasense for the Term a non-exclusive patent license under license, including the Licensed Patent Rightslimited right to grant sublicenses pursuant to Clause 2.5 hereof, (i) to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services in the Licensed Territory and in the Field of Use. This license right is both in the Territory to the Licensed Patent Rights Isis Delivery Technology to research, develop, make and have made, offer for sale, sell, import and export the Products and the Oral Platform in the Field, subject to any contractual obligations of Isis to Independent Third Parties as of the Effective Date and, unless prohibited by the paragraph below titled Non Competition, contractual obligations to Independent Third Parties that Isis may enter into after the Effective Date (the "Isis Drug Delivery License"); 2.2. Subject to the personal property ownership rights that CIRM has terms and conditions contained herein and, in consideration of the payments specified under Clause 6.1, Isis hereby grants to Orasense for the Term an exclusive license in the CIRM iPSC lines that CDI has made for Territory to the CIRM iPSC RepositoryIsis Development Candidate Technology to manufacture and Commercialize the Development Product, subject to any contractual obligations of Isis to Independent Third Parties as of the Effective Date (the "Isis Development Candidate License"). 3.02 This Agreement confers no license 2.3. In the event, the Isis License granted to Orasense hereunder is restricted or limited by any contractual obligations of Isis or rights by implication, estoppel, or otherwise under any patent applications or patents of any Independent Third Parties (a) at any time after the Effective Date or (b) as a result of a breach of the Licensors other than Licensed Patent Rights. 3.03 All license noncompetition provision under Clause 11 of the Original License Agreement, Isis shall use reasonable commercial efforts to exclude or, where applicable, to minimize any such restriction or limitation. Except as expressly provided herein, all proprietary rights granted in this Section 3 are expressly contingent upon and rights of ownership with respect to the timely payment of Isis Intellectual Property shall at all fees required by Section 5 below, and times remain solely with Isis. For the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed Isis shall not have any obligations to make exclude or minimize any restrictions or limitations under any agreement between an Independent Third Party and sell Differentiated Cells Isis entered into prior to the Effective Date, unless such restrictions or limitations arise in commerce connection with a breach by Isis of the noncompetition provision under Clause 11 of the Original License Agreement. To the extent royalty or other compensation obligations to Independent Third Parties that are payable with respect to Isis Intellectual Property would be triggered by the use or proposed use of Isis Intellectual Property by Orasense, its Affiliates and/or sublicensees, Isis will inform Orasense and Elan of such royalty or compensation obligation. If Orasense decides to sell services using CIRM iPSC linesutilize the Isis Intellectual Property, Derivativesthen Orasense will be responsible for the payment of such royalty or other compensation obligations relating thereto. 2.4. Notwithstanding anything contained in this Agreement to the contrary, Isis shall have the right, and Differentiated Cells, but is not licensed subject to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivativethe paragraph below titled Non-Competition, to fully exploit and grant licenses and sublicenses with respect to the Isis Delivery Technology. Isis's rights to exploit and grant licenses referred to in the immediately preceding sentence shall include, without limitation, the right to research, develop, license and Commercialize products. 2.5. Orasense shall not be permitted to (a) encumber any partyof its rights under the Licenses or the Orasense Collaboration Intellectual Property without the prior written consent of Isis; (b) assign or sublicense any of its rights under the licenses for the Licensed Technologies and the Orasense Collaboration Intellectual Property without the prior written consent of Isis, which consent may be withheld in Isis' sole discretion. Any agreement between Orasense and any permitted third party for the development or exploitation of the Isis Intellectual Property shall be pursuant to a written sublicense agreement and require third party to maintain the confidentiality of all information concerning the Isis Intellectual Property (which confidentiality obligations shall be no less onerous than the confidentiality obligations of the Parties hereunder) and shall permit an assignment of rights by Orasense to Isis in accordance with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach terms of this Agreement. Orasense shall remain responsible for all acts and omissions of any sub-licensee, as if they were acts and omissions by Orasense. Rights of permitted third party sublicensees in and to the Isis Intellectual Property shall survive the termination of the license and sublicense agreements granting said intellectual property rights to Orasense; and Orasense and Isis shall in good faith agree upon the form most advantageous to Isis in which the rights of the sublicensor under any such sublicenses are to be held (which form may include continuation of Orasense solely as the holder of such licenses or assignment of such rights to a third party or parties, including an assignment to Isis). 2.6. Orasense and its sublicensees, if any, shall be solely responsible for ensuring that the research, development, manufacture and Commercialization of the Products within each country of the Territory is strictly in accordance with all legal, regulatory requirements and applicable laws for each country of the Territory. 2.7. When Packaged, and to the extent permitted by law, a Label shall include an acknowledgement that the Product is made under license from Isis. Such acknowledgement shall take into consideration all regulatory requirements and applicable laws in each country of the Territory and Orasense's reasonable commercial requirements. Orasense shall wherever possible give due acknowledgement and recognition to Isis in all printed promotional and other material regarding the Product such as stating that the Product is under license from Isis and that the applicable Isis Intellectual Property has been applied to the Products. Orasense shall consult with and obtain the written approval of Isis as to the format and content of any promotional and other material insofar as it relates to a description of, or other reference to, the application of the Isis Intellectual Property, such approval not to be unreasonably withheld or delayed. The further consent of Isis shall not be required where the format and content of such materials is substantively similar as the materials previously furnished to and approved in writing by Isis. 2.8. Isis shall have the first option to manufacture the active ingredient of the Development Product for Orasense and meet its requirements, and Orasense shall agree to utilize Isis as its sole supplier, subject to the customary terms and conditions contained in a supply agreement to be executed by the parties at a price equal to Isis' actual manufacturing cost plus ten percent (10%). If, despite good faith negotiations, Isis and Orasense do not reach agreement on the terms of such manufacturing agreement within six (6) months from the Parties' commencement of discussion of such terms, then Orasense shall be free to offer a third party terms to manufacture the active ingredient of the Development Product in the Territory, which terms when taken as a whole, are more favorable to Orasense than the principal terms of the last written proposal offered to Orasense by Isis, or by Orasense to Isis, as the case may be.

Grant of Rights. 3.01 CDI 3.1 The NIH hereby grants and the Licensee accepts, subject to the terms and conditions of this Agreement, an exclusive license under the Licensed Patent Rights in the Licensed Territory to make and have made, to use and have used, to sell and have sold, to offer to sell, and to import any Licensed Products in the Licensed Field of Use I and to practice and have practiced any Licensed Process(es) in the Licensed Field of Use I. A-107-2014 NIH Patent License Agreement--Exclusive CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 3.2 The NIH hereby grants and the Licensee accepts, subject to the terms and conditions of this Agreement, a non-exclusive patent license under the Licensed Patent Rights, (i) to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services Rights in the Licensed Territory to make and have made, to use and have used, to sell and have sold, to offer to sell, and to import any Licensed Products in the Licensed Field of Use. This license right is both Use II and to practice and have practiced any Licensed Process(es) in the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository.Field of Use II. [***] 3.02 3.3 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors NIH other than the Licensed Patent Rights regardless of whether these patents are dominant or subordinate to the Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI A. BOARD hereby grants to LICENSEE and Licensee acceptsits Subsidiaries, for the term of this Agreement (subject to the terms provisions of Paragraph VI.C. herein), an exclusive, world-wide license, including the right to grant sublicenses, under (1) the BOARD Patent Rights, (2) the BOARD Technical Information, excluding from (1) and conditions (2) those Improvements first conceived after the termination of the R & D Contract, and (3) Related Technology, to manufacture, use, market and sell any Product throughout the United States of America, its territories and possessions and in all foreign countries. B. UTSCC and BOARD hereby grant to LICENSEE a right of first refusal to an exclusive, world-wide, royalty bearing license for Improvements first conceived after the termination of the R & D Contract but before the termination of this Agreement, provided that the rights to such Improvements are not already owned by a non-exclusive patent third party. UTSCC and BOARD agree that they shall (1) refrain from disclosing such Improvements to third parties (except as provided in Article V herein) or entering into negotiations or agreements with third parties with regard to the disposition of an Improvement except as otherwise expressly permitted by this Agreement; and (2) give LICENSEE prompt written notice of any such Improvement, which notice shall specify all relevant technical and scientific information pertaining to the Improvement in sufficient detail to permit LICENSEE to reasonably assess its interest in the Improvement and UTSCC’s projected research funding requirements, if any (the “Improvement Notice”). If LICENSEE delivers notice to UTSCC of its interest in an Improvement (“Notice of Interest”) within 15 days after delivery of the Improvement Notice, LICENSEE and UTSCC shall undertake negotiations for the acquisition by LICENSEE of rights to such Improvement. If LICENSEE fails to deliver a timely Notice of Interest, or if UTSCC, Board and LICENSEE fail to enter into a written agreement within 60 days after delivery of the Notice of Interest or such additional time as may be agreed to by the parties, Board and UTSCC shall be free to consult with and license such Improvement to any other firm and LICENSEE shall have no further rights to the Improvement. BOARD and UTSCC shall not enter into any agreement with any other party unless such agreement is, overall, more favorable to UTSCC than the last offered by LICENSEE. C. BOARD and UTSCC hereby grant to LICENSEE the right to use the names “Board of Regents, The University of Texas System”, “M. D. Xxxxxxxx Hospital and Tumor Institute” and “The University of Texas System Cancer Center” (“Names”) to the extent necessary to enforce and protect LICENSEE’S rights under the Licensed Board Patent Rights; and subject to the written approval of UTSCC and, where required, BOARD, to use the Names for such other purposes as UTSCC and BOARD shall permit and may, under law, allow ; provided however, that LICENSEE shall not be obligated to use such Names in any manner. [**] = Portions of this agreement have been omitted pursuant to a confidential treatment request. An unredacted version of this agreement has been filed separately with the Commission. D. BOARD and UTSCC hereby grant to LICENSEE the right of access to, during normal business hours, and the use of, all experimental or other data which relate in any manner to the BOARD Patent Rights or the BOARD Technical Information, including without limitation, all data which BOARD has provided to the United States Patent Office, the Food and Drug Administration (FDA) or any other state, federal, foreign or local regulatory authority which relate in any manner to the BOARD Patent Rights or the BOARD Technical Information, and BOARD and UTSCC agree that they will not use, or permit the use of, such information and data, nor do anything else which will adversely affect LICENSEE’S rights under this Agreement in any manner. BOARD and UTSCC shall cooperate fully with LICENSEE, at LICENSEE’S expense, in order to obtain the regulatory approval of any state, federal, foreign or local authority which now is or later becomes necessary to develop manufacture, use, market or sell any Product. Such cooperation shall include, but not be limited to, obtaining all necessary regulatory approvals which are now required, or may in the future be required to manufacture, use, market or sell any Product for use in any application thereof. BOARD and UTSCC shall execute any and all documents reasonably necessary to obtain such approvals upon request by LICENSEE. LICENSEE shall reimburse BOARD and UTSCC for any reasonable out-of-pocket costs, plus overhead not to exceed 50% of out-of-pocket costs, including attorneys’ fees, incurred by BOARD and UTSCC in connection with such cooperation. At such time as clinical trials are commenced, LICENSEE agrees that it will enter into an appropriate agreement with UTSCC regarding the conduct of such trials but LICENSEE shall not be required to conduct such trials at UTSCC. E. UTSCC shall promptly provide LICENSEE and shall continue to provide LICENSEE, during the term of this Agreement, with all information relating to (i) to use CIRM iPSC line pharmacological, toxicological or lines for internal research and for Commercial Useclinical data, (ii) synthetic, formulative, manufacturing or analytical data, and (iiiii) to make and perform Licensed Products and Services such other chemical, physical or biological data which UTSCC may now or in the Licensed Territory and future possess or control which relates in the Field of Use. This license right is both any manner to the Licensed Subject Matter or Improvements, except for that information made confidential by law or prior agreement. F. The parties recognize that LICENSEE may encounter patents or other proprietary rights held by third parties which dominate activities covered by the BOARD Patent Rights or BOARD Technical Information, and that cross-licenses between the BOARD (or LICENSEE) and such third parties may be necessary in order to enable LICENSEE to exercise the rights granted under this Agreement. In that event, LICENSEE has the right to enter into cross-licensing agreements with third parties and to grant cross-licenses under any or all of the personal property ownership BOARD Patent Rights or BOARD Technical Information, provided: 1. BOARD and UTSCC are consulted beforehand and are reasonably satisfied that the third party does in fact hold a patent or own other proprietary rights that CIRM limits LICENSEE’s ability to exercise the rights granted herein. [**] = Portions of this agreement have been omitted pursuant to a confidential treatment request. An unredacted version of this agreement has in been filed separately with the CIRM iPSC lines that CDI has made for the CIRM iPSC RepositoryCommission. 3.02 This Agreement confers 2. In BOARD’s and UTSCC’s reasonable judgement, the rights received by LICENSEE under such cross-licensing agreement cover only Licensed Patented Products or Processes or Licensed Non-Patented Products or Processes and are not directed to other products; 3. BOARD incurs no license financial or rights by implication, estoppel, legal liabilities under the cross-licensing; 4. Any money or otherwise under any patent applications or patents the value of any equipment, including license issue fees (and not including proceeds from sale of the Licensors other than Licensed Patent Rights. 3.03 All license marketing rights granted as described in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.Paragraph III.A.

Grant of Rights. 3.01 CDI hereby In consideration of the receipt of the Activation Letter specifying the Compound and the Route of Administration to be licensed and simultaneous receipt of the first Milestone payment by Emisphere (both from Lilly), the receipt and adequacy of which is acknowledged by Emisphere to Lilly by Emisphere's acceptance of the Activation Letter and Milestone payment, Emisphere grants and Licensee accepts, subject to Lilly for the terms and conditions term of this Agreement: 2.1 an exclusive license to use (a) the Emisphere Patents, the Emisphere Program Patents and Emisphere's share of the Joint Patents for the Field, and (b) the Emisphere Know-How, the Emisphere Program Know-How and Emisphere's share of the Joint Know-How for the Field. All proprietary rights and rights of ownership with respect to the Emisphere Technology and Emisphere Program Confidentiality Requested by Emisphere Technologies, Inc. SEC File No. 1-10615 Technology shall at all times remain solely with Emisphere unless otherwise specified in this Agreement. Lilly shall not have any rights to use the Emisphere Technology or Emisphere Program Technology other than insofar as they relate directly to the Field and are expressly granted herein. 2.2 Subject to Clause 6.3, Lilly shall have the right to sublicense the rights granted to it by Emisphere pursuant to this Agreement. Insofar as the obligations owed by Lilly to Emisphere are concerned, Lilly shall remain responsible for all acts and omissions of any sub-licensee as if they were by Lilly. Lilly shall forthwith notify Emisphere of any sub-license granted by Lilly. In all cases, (i) royalties shall be paid at the rate provided for herein (i.e., in accordance with the relevant Option Agreement Appendix); and (ii) the applicable royalty rate shall be determined with reference to market share or net sales figures (as the case may be) determined by cumulating all sales of the Product by Lilly and all of its sub-licensees. It shall be Lilly's responsibility in all cases to determine the cumulated net sales or market share data and assure that Emisphere is paid (whether by Lilly or the sub-licensee) the royalties at the increased rate provided for upon reaching the yearly targets, all as set forth in the relevant Appendix of the Option Agreement. If Emisphere does not receive payment from a sublicensee within [* * *] days of the end of each quarter, Emisphere shall immediately notify Lilly's royalty administration personnel (contact name shall be provided once Product is Launched) that payment has not been remitted. If unforeseen circumstances result in a sublicensee not reporting to Lilly, the amount of their Net Sales such that Lilly cannot determine the cumulative Net Sales or market share data, Lilly shall pay Emisphere its royalty due on Lilly Net Sales only and within [* * *] days of the end of such calendar quarter, ensure that Emisphere will receive the appropriate amount of royalties from either the sublicensee or Lilly. Notwithstanding the previous sentence however, Net Sales by sublicensees shall not be counted twice in the calculation of royalty payments due to Emisphere. In the event of a termination of this Agreement due to a breach by Lilly, Emisphere shall have the right but not the obligation to assume any such sub-license under the same terms. In consideration of the obligations assumed hereunder, Lilly grants to Emisphere, solely for the purposes of carrying out the latter's obligations hereunder: 2.3 a non-exclusive patent license under the Licensed Patent Rights, (i) to use CIRM iPSC line or lines for internal research the Lilly Technology and for Commercial Use, the Lilly Program Technology. All proprietary rights and (ii) to make and perform Licensed Products and Services in the Licensed Territory and in the Field rights of Use. This license right is both ownership with respect to the Licensed Patent Rights Lilly Technology and the Lilly Program Technology shall at all times remain solely with Lilly, unless otherwise specified in this Agreement. Emisphere shall not have any rights to use the personal property ownership Lilly Technology or the Lilly Program Technology other than insofar as expressly granted herein. Confidentiality Requested by Emisphere Technologies, Inc. SEC File No. 1-10615 2.4 Emisphere shall have no right to sublicense the rights that CIRM has in granted to it by Lilly pursuant to this Agreement except as expressly authorized by Lilly. Insofar as the CIRM iPSC lines that CDI has made obligations owed by Emisphere to Lilly are concerned, Emisphere shall remain responsible for the CIRM iPSC Repository. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents all acts and omissions of any of the Licensors other than Licensed Patent Rightsapproved sub-licensee as if they were by Emisphere. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. Paragraphs 3.01 CDI and 3.02 are amended to read as follows: 3.01 PHS hereby grants to Licensee and its Affiliate(s) and Licensee acceptsand its Affiliate(s) accept, subject to the terms and conditions of this Agreement, a non-an exclusive patent license under the Licensed Patent Rights, (i) to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services Rights in the Licensed Territory to make and have made, to use and have used, to sell and have, sold, to offer to sell, and to import any Licensed Products in the Field Licensed Fields of Use and to practice and have practiced any Licensed Processes in the Licensed Fields of Use. This license right is both to the Licensed Patent Rights Licensee shall notify PHS, in writing, of any Affiliate included under this Paragraph 3.01, and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository.purposes of this Agreement, the term Licensee shall include such Affiliate 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise to either party under any patent applications or patents (or rights therein) of any PHS or of the Licensors Licensee other than Licensed Patent Rights regardless of whether such patents are dominant or subordinate to Licensed Patent Rights.. New Paragraphs 3.03 through 3.05 are added to the Agreement and read as follows: 3.03 All license rights granted in this Section 3 are expressly contingent upon PHS grants Licensee the timely payment of all fees required by Section 5 below, and the failure to make timely payment benefit of any fee due under Section 5 below shall immediately terminate patent term extensions and reregistrations applicable to the licenses granted Licensed Patent Rights and, as long as Licensed Patent Rights are in this Section 3existence, the benefit of any Orphan Drug Act registrations applicable to Licensed Products and Licensed Processes and comparable extensions and registrations in foreign countries within the Licensed Territory. PHS agrees to submit applications to appropriate governmental agencies at the request and expense of Licensee or to otherwise cooperate, at Licensee's expense, in connection with applying for and obtaining such extensions and registrations. 3.04 For avoidance of doubtThis Agreement provides no rights to PHS to utilize rights to Licensee's solely owned intellectual property, Licensee is licensed know-how, data or regulatory submissions or to make and sell Differentiated Cells disseminate such information to third parties, except with Licensee's consent or as otherwise required by law. 3.05 Notwithstanding the grant set forth in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or linesParagraph 3.01 herein, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach provisions of this Agreement., in the event that a third party submits a bona fide Application to License PHS Inventions to PHS requesting a Non-Exclusive license to an indication within the Licensed Field of Use as defined in Paragraph 2.05, Licensee will have a period of ninety (90) days from the date which Licensee is notified in writing by PHS of the third party's application for a Non-Exclusive license to submit to PHS an acceptable detailed, written Commercial Development Plan and Benchmarks for the indication for which third party has applied for a Non-Exclusive license. In the event that Licensee fails to submit to PHS the Commercial Development Plan and Benchmarks for the indication requested by the third party by the end of the ninety (90) day period specified in this Paragraph 3.05 such failure will result in the grant pursuant to Paragraph 3.01 becoming Non-Exclusive for the indication for which the third party has requested a Non-Exclusive License. The remainder of this page intentionally left blank

Grant of Rights. 3.01 CDI hereby grants 2.01 Provided that the payments under Section 5.01 have been made and Licensee acceptsthe bank guarantee under Section 11.05 and Exhibit 5 hereto has been provided to Sisvel, and subject to the terms and conditions of this Agreement, Sisvel grants Licensee and Licensee Affiliates identified in Exhibit 3 hereto a royalty-bearing, non-transferable, non-assignable, non-exclusive patent license license, with no right to grant sublicenses or any other allowances, under the DVB-SIS Listed Patents in the DVB-SIS Field, to Manufacture, use, import, offer to Sell, Sell, or otherwise dispose of Licensed Patent RightsProducts. 2.02 Licensee will use its best commercially reasonable effort to ensure that the following clause is part of any contract between the Licensee and a purchaser of Licensed Products: ͞The sale and/or purchase of a transmitting device does not confer any license (neither explicit nor implied) or allowance to the buyer or any third party under any patent or any other IPR (intellectual property right) which might be realized by any corresponding receiving device and/or by its use. The same applies vice versa in case of a sale and/or purchase of a receiving device with regard to the corresponding transmitting device.͟ 2.03 The license granted to >ŝĐĞŶAƐffilĞiatĞes͛inƐSe ction 2.01 is limited to those ŽĨ >ŝĐĞŶƐĞĞ͛ Affiliates as of the Effective Date identified in Exhibit 3 hereto, and Licensee will impose on such Licensee Affiliates the obligations set forth in this Agreement and will obtain the agreement of such Licensee Affiliates to adhere to such obligations. KŶ Žƌ ďĞĨŽƌĞ >ŝĐĞŶƐĞĞ͛Ɛ Agreement, Licensee will provide Sisvel with an authenticated organization chart showing the relationship of Licensee with all Licensee Affiliates. Licensee represents that such organization chart is complete and accurate. Within thirty (30) Days of any change in the identity or structure of any Licensee Affiliates, Licensee will provide Sisvel with an updated Exhibit 3 and with an updated authenticated organization chart showing the relationship of Licensee with all Licensee Affiliates. Should Licensee acquire or create a new Licensee Affiliate, such new Licensee Affiliate will automatically become licensed under this Agreement, and within thirty (30) Days of such acquisition or creation: (i) Licensee shall inform Sisvel of any activities under the DVB-SIS Listed Patents by the new Licensee Affiliate prior to use CIRM iPSC line or lines for internal research and for Commercial Use, and the date it became a Licensee Affiliate; (ii) Licensee shall impose on any such new Licensee Affiliate the obligations set forth in this Agreement and obtain the agreement of such new Licensee Affiliate to make adhere to such obligations; (iii) upon request of Sisvel, Licensee and perform such new Licensee Affiliate shall execute an addendum to this Agreement wherein such new DVB-SIS PATENT PORTFOLIO LICENSE AGREEMENT ʹSISVEL / LICENSEE Licensee Affiliate agrees to be bound by all the terms of this Agreement; (iv) Licensee shall provide Sisvel with a full past due royalty statement with respect to any activities under DVB-SIS Listed Patents by the new Licensee Affiliate prior to the date it became a Licensee Affiliate; and (v) Licensee shall provide Sisvel with royalty payments for Licensed Products and Services Sold by such new Licensee Affiliate in the Licensed Territory and in the Field of Use. This license right is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, accordance with such past due royalty statement and the failure to make timely payment requirements of any fee due under Section 5 below this Agreement. >ŝĐĞŶaƐiluĞreĞto͛coƐm plyĨwith (i) through (v) above shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or be considered a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a material breach of this Agreement.

Grant of Rights. 3.01 CDI 3.1 The IC hereby grants grants, and the Licensee accepts, subject to the terms and conditions of this Agreement, a non-exclusive patent nonexclusive license under the Licensed Patent Rights, (i) to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services Rights in the Licensed Territory to make and have made, research, have researched, to use and have used, to sell and have sold, to offer to sell, and to import any Licensed Products in the Field Licensed Fields of Use and to practice and have practiced any Licensed Processes in the Licensed Fields of Use. This 15A-084-2017; L-1242017/0 NIH Patent License Agreement Nonexclusive – Sublicensable Model 10-2015 3.2 If the license right granted to Licensee in Paragraph 3.1 is both held to be invalid or otherwise ineffective with respect to any of the Licensed Patent Rights and on account of any failure by the IC to obtain the consent of a co-owner of such Licensed Patent Rights to the personal property ownership rights that CIRM has grant of such license, the IC hereby covenants not to enforce such Licensed Patent Rights against Licensee or any of Licensee’s permitted sublicensees based on any making or having made, research, having researched, use or having used, sale or having sold, offering to sell, or importation of any Licensed Products in the CIRM iPSC lines that CDI has made Licensed Fields of Use or practice or having practiced any Licensed Processes in the Licensed Fields of Use by or on behalf of Licensee or any of Licensee’s permitted sublicensees, for so long as this Agreement remains in force, and the CIRM iPSC RepositoryIC further covenants not to consent or agree to, and not to grant or transfer any right permitting or enabling the undertaking of, any such enforcement by any third party. 3.02 3.3 Licensee understands that, as of the date of this Agreement, NIH and/or IC, on the one hand, and the Co-Owner, on the other hand, are or may be in discussions regarding a proposed inter-institutional agreement (the “Proposed IIA”) between them pursuant to which they may enter into certain agreements regarding the licensing and administration of the Licensed Patent Rights. Licensee agrees, if requested by NIH and/or IC, to reasonably negotiate appropriate amendments to this Agreement to conform with the Proposed IIA, if and when executed, and, whether or not the Proposed IIA is executed, shall agree to pay any portion of Licensee’s reimbursement obligations under Paragraphs 6.9 and 6.10 directly to Co-Owner as directed by the IC, provided that Licensee’s license hereunder shall remain in force and Licensee shall be treated on par with (or more favorably than) other non-exclusive licensees of the Licensed Patent Rights. 3.4 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors IC other than the Licensed Patent Rights regardless of whether these patents a redominant or subordinate to the Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI hereby In consideration of the receipt of the Activation Letter specifying the Compound and the Route of Administration to be licensed and simultaneous receipt of the first Milestone payment by Emisphere (both from Lilly), the receipt and adequacy of which is acknowledged by Emisphere to Lilly by Emisphere's acceptance of the Activation Letter and Milestone payment, Emisphere grants and Licensee accepts, subject to Lilly for the terms and conditions term of this Agreement: 2.1 an exclusive license to use (a) the Emisphere Patents, the Emisphere Program Patents and Emisphere's share of the Joint Patents for the Field, and (b) the Emisphere Know-How, the Emisphere Program Know-How and Emisphere's share of the Joint Know-How for the Field. All proprietary rights and rights of ownership with respect to the Emisphere Technology and Emisphere Program Technology shall at all times remain solely with Emisphere unless otherwise specified in this Agreement. Lilly shall not have any rights to use the Emisphere Technology or Emisphere Program Technology other than insofar as they relate directly to the Field and are expressly granted herein. 2.2 Subject to Clause 6.3, Lilly shall have the right to sublicense the rights granted to it by Emisphere pursuant to this Agreement. Insofar as the obligations owed by Lilly to Emisphere are concerned, Lilly shall remain responsible for all acts and omissions of any sub-licensee as if they were by Lilly. Lilly shall forthwith notify Emisphere of any sub-license granted by Lilly. In all cases, (i) royalties shall be paid at the rate provided for herein (i.e., in accordance with the relevant Option Agreement Appendix); and (ii) the applicable royalty rate shall be determined with reference to market share or net sales figures (as the case may be) determined by cumulating all sales of the Product by Lilly and all of its sub-licensees. It shall be Lilly's responsibility in all cases to determine the cumulated net sales or market share data and assure that Emisphere is paid (whether by Lilly or the sub-licensee) the royalties at the increased rate provided for upon reaching the yearly targets, all as set forth in the relevant Appendix of the Option Agreement. If Emisphere does not receive payment from a sublicensee within [* * *] days of the end of each quarter, Emisphere shall immediately notify Lilly's royalty administration personnel (contact name 13 Confidentiality Requested by Emisphere Technologies, Inc. SEC File No. 1-10615 shall be provided once Product is Launched) that payment has not been remitted. If unforeseen circumstances result in a sublicensee not reporting to Lilly, the amount of their Net Sales such that Lilly cannot determine the cumulative Net Sales or market share data, Lilly shall pay Emisphere its royalty due on Lilly Net Sales only and within [* * *] days of the end of such calendar quarter, ensure that Emisphere will receive the appropriate amount of royalties from either the sublicensee or Lilly. Notwithstanding the previous sentence however, Net Sales by sublicensees shall not be counted twice in the calculation of royalty payments due to Emisphere. In the event of a termination of this Agreement due to a breach by Lilly, Emisphere shall have the right but not the obligation to assume any such sub-license under the same terms. In consideration of the obligations assumed hereunder, Lilly grants to Emisphere, solely for the purposes of carrying out the latter's obligations hereunder: 2.3 a non-exclusive patent license under the Licensed Patent Rights, (i) to use CIRM iPSC line or lines for internal research the Lilly Technology and for Commercial Use, the Lilly Program Technology. All proprietary rights and (ii) to make and perform Licensed Products and Services in the Licensed Territory and in the Field rights of Use. This license right is both ownership with respect to the Licensed Patent Rights Lilly Technology and the Lilly Program Technology shall at all times remain solely with Lilly, unless otherwise specified in this Agreement. Emisphere shall not have any rights to use the personal property ownership rights that CIRM has in Lilly Technology or the CIRM iPSC lines that CDI has made for the CIRM iPSC RepositoryLilly Program Technology other than insofar as expressly granted herein. 3.02 This 2.4 Emisphere shall have no right to sublicense the rights granted to it by Lilly pursuant to this Agreement confers no license or rights except as expressly authorized by implicationLilly. Insofar as the obligations owed by Emisphere to Lilly are concerned, estoppel, or otherwise under any patent applications or patents Emisphere shall remain responsible for all acts and omissions of any of the Licensors other than Licensed Patent Rightsapproved sub-licensee as if they were by Emisphere. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI hereby grants 2.01 Provided that the payments under Section 5.01 have been made and Licensee acceptsthe bank guarantee under Section 11.05 and Exhibit 5 hereto has been provided to Sisvel, and subject to the terms and conditions of this Agreement, Sisvel grants Licensee and Licensee Affiliates identified in Exhibit 3 hereto a royalty-bearing, non-transferable, non-assignable, non-exclusive patent license license, with no right to grant sublicenses or any other allowances, under the DVB-SIS Listed Patents in the DVB-SIS Field, to Manufacture, use, import, offer to Sell, Sell, or otherwise dispose of Licensed Patent RightsProducts. 2.02 Licensee will use its best commercially reasonable effort to ensure that the following clause is part of any contract between the Licensee and a purchaser of Licensed Products: “The sale and/or purchase of a transmitting device does not confer any license (neither explicit nor implied) or allowance to the buyer or any third party under any patent or any other IPR (intellectual property right) which might be realized by any corresponding receiving device and/or by its use. The same applies vice versa in case of a sale and/or purchase of a receiving device with regard to the corresponding transmitting device.” 2.03 The license granted to Licensee’s Affiliates in Section 2.01 is limited to those of Licensee’s Affiliates as of the Effective Date identified in Exhibit 3 hereto, and Licensee will impose on such Licensee Affiliates the obligations set forth in this Agreement and will obtain the agreement of such Licensee Affiliates to adhere to such obligations. On or before Licensee’s execution of this Agreement, Licensee will provide Sisvel with an authenticated organization chart showing the relationship of Licensee with all Licensee Affiliates. Licensee represents that such organization chart is complete and accurate. Within thirty (30) Days of any change in the identity or structure of any Licensee Affiliates, Licensee will provide Sisvel with an updated Exhibit 3 and with an updated authenticated organization chart showing the relationship of Licensee with all Licensee Affiliates. Should Licensee acquire or create a new Licensee Affiliate, such new Licensee Affiliate will automatically become licensed under this Agreement, and within thirty (30) Days of such acquisition or creation: (i) Licensee shall inform Sisvel of any activities under the DVB-SIS Listed Patents by the new Licensee Affiliate prior to use CIRM iPSC line or lines for internal research and for Commercial Use, and the date it became a Licensee Affiliate; (ii) Licensee shall impose on any such new Licensee Affiliate the obligations set forth in this Agreement and obtain the agreement of such new Licensee Affiliate to make adhere to such obligations; (iii) upon request of Sisvel, Licensee and perform such new Licensee Affiliate shall execute an addendum to this Agreement wherein such new Licensee Affiliate agrees to be bound by all the terms of this Agreement; (iv) Licensee shall provide Sisvel with a full past due royalty statement with respect to any activities under DVB-SIS Listed Patents by the new Licensee Affiliate prior to the date it became a Licensee Affiliate; and (v) Licensee shall provide Sisvel with royalty payments for Licensed Products Sold by such new Licensee Affiliate in accordance with such past due royalty statement and Services the requirements of this Agreement. Licensee’s failure to comply with (i) through (v) above shall be considered a material breach of this Agreement. 2.04 Licensee and all Licensee Affiliates licensed hereunder will be liable jointly and severally for any payments due under this Agreement for Licensed Products Manufactured, used, imported, offered for Sale, Sold, or otherwise disposed of at any time by Licensee or Licensee Affiliates. For the avoidance of doubt, the license granted under this ARTICLE 2 to a Licensee Affiliate shall remain in effect only for the time that such entity is a Licensee Affiliate and shall terminate automatically and without notice on the date on which this Agreement is terminated and/or on the date such entity ceases to be a Licensee Affiliate. 2.05 Provided that the payments under Section 5.01 have been made and the bank guarantee under Section 11.05 and Exhibit 5 hereto has been provided to Sisvel, and that Licensee is in full compliance with all its obligations under this Agreement, Sisvel hereby releases, acquits, and forever discharges Licensee and Licensee Affiliates listed in Exhibit 3 from any and all claims of infringement of the DVB-SIS Listed Patents limited to the DVB-SIS Field and arising out of the Licensed Products Manufactured, used, imported, offered for Sale, Sold, or otherwise disposed of by Licensee or Affiliates prior to the Effective Date which are listed in Table (a) of the royalty statement(s) attached to this Agreement. The Parties specifically agree that nothing in this Agreement prevents Sisvel from seeking and obtaining royalties from any third party from or to which Licensee has purchased or Sold Licensed Products for which a royalty has not been paid, regardless of whether such products are listed in the royalty statement(s) attached to this Agreement. 2.06 Licensee, for itself and Licensee Affiliates, acknowledges that the rights granted herein are limited to the DVB-SIS Field, and Licensee, for itself and Licensee Affiliates, acknowledges that no rights granted herein shall apply to any practice under any DVB-SIS Essential Patent Claim outside the DVB-SIS Field. For the avoidance of doubt, no rights are granted under this Agreement with respect to any standards other than the DVB-SIS Standard. 2.07 No rights granted under this Agreement extend to any product or process conforming to the DVB-SIS Standard and covered by the DVB-SIS Essential Patent Claims merely because it is used or Sold in combination with a Licensed Territory Product of Licensee. No rights granted under this Agreement extend to any receiver or decoder merely because it is used or Sold in combination with a transmitter or a transmitted signal stemming from Licensee and no rights granted under this Agreement extend to any transmitter or transmitted signal merely because it is used or Sold in combination with a receiver or decoder stemming from Licensee. 2.08 No rights are granted under this Agreement for products declared by Licensee as Sold, purchased, or disposed of by Licensee or Licensee Affiliates and in the Field breach of Use. This license right is both Section 3.06 infra and therefore such products are not licensed and are not subject to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made payment (except for the CIRM iPSC Repositoryamounts due pursuant to Section 10.05 infra) and reporting obligations of Licensee under this Agreement. 3.02 This Agreement confers 2.09 It is understood and agreed that no license or rights immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors otherwise, other than Licensed Patent Rightsas expressly provided under this ARTICLE 2. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI hereby grants and Licensee accepts, subject a) Subject to the terms and conditions of this Agreement, each Contributor hereby grants Recipient a nonnon- exclusive, worldwide, royalty-exclusive free copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, Distribute and sublicense the Contribution of such Contributor, if any, and such Derivative Works. b) Subject to the terms of this Agreement, each Contributor hereby grants Recipient a non- exclusive, worldwide, royalty-free patent license under Licensed Patents to make, use, sell, offer to sell, import and otherwise transfer the Contribution of such Contributor, if any, in Source Code or other form. This patent license shall apply to the combination of the Contribution and the Program if, at the time the Contribution is added by the Contributor, such addition of the Contribution causes such combination to be covered by the Licensed Patent Rights, (i) Patents. The patent license shall not apply to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services in any other combinations which include the Licensed Territory and in the Field of UseContribution. This license right No hardware per se is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repositorylicensed hereunder. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate c) Recipient understands that although each Contributor grants the licenses granted in this Section 3. 3.04 For avoidance to its Contributions set forth herein, no assurances are provided by any Contributor that the Program does not infringe the patent or other intellectual property rights of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In additionEach Contributor disclaims any liability to Recipient for claims brought by any other entity based on infringement of intellectual property rights or otherwise. As a condition to exercising the rights and licenses granted hereunder, Licensee shall not conduct High Throughput Screeningeach Recipient hereby assumes sole responsibility to secure any other intellectual property rights needed, unless Licensee has complied with Section 5.05 belowif any. For example, if a third party patent license is required to allow Recipient to Distribute the Program, it is Recipient's responsibility to acquire that license before distributing the Program. 3.05 Licensee agrees and understands d) Each Contributor represents that to its knowledge it has sufficient copyright rights in its Contribution, if any, to grant the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for copyright license set forth in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement. e) Notwithstanding the terms of any Secondary License, no Contributor makes additional grants to any Recipient (other than those set forth in this Agreement) as a result of such Recipient's receipt of the Program under the terms of a Secondary License (if permitted under the terms of Section 3).

Grant of Rights. 3.01 CDI hereby 2.1 Everlast grants to Licensee the exclusive right and license to use the Licensed Marks only within the Contract Territory during the Contract Period as defined in Paragraph 3.1 below in connection with the manufacture, advertisement, promotion, packaging, labeling, sale and distribution of Licensed Products. Everlast represents that it has the right to grant said right and license and further there is no previous license of similar import presently in existence covering the Contract Territory. It is understood that Everlast may use the Licensed Marks on products other than the Licensed Products within the Contract Territory and may also use the Licensed Marks outside the Contract Territory on the same classification of products as the Licensed Products. 2.2 Licensee acceptsshall not export Licensed Products from the Contract Territory or sell Licensed Products to any distributor which it knows intends to export Licensed Products from the Contract Territory. In addition, subject if Licensee learns that any of its customers or any sub-contractor has exported Licensed Products from the Contract Territory, it shall cease selling Licensed Products to such customer, or buying from such sub-contractor, unless such customer/sub-contractor agrees not to export Licensed Products thereafter. Nothing herein shall be deemed to preclude Licensee from having Licensed Products manufactured for Licensee by subsidiaries, affiliates or sub-contractors located outside of the terms and conditions Contract Territory for distribution solely within the Contract Territory. 2.3 Notwithstanding the provisions of subparagraph 2.1 of this Agreement, a non-exclusive patent license under Everlast may sell and deliver to customers in the Contract Territory any Licensed Products from time to time listed or portrayed in any Everlast Product Catalog or Everlast flyers. Everlast may fulfill any orders for any such products received from any customers within the Contract Territory, provided that the Licensed Patent RightsProducts specified in such orders are listed or portrayed in any such Everlast Product Catalog or flyer. 2.4 Licensee hereby recognizes and acknowledges that Everlast is a party to license agreements with other licensees for the manufacture and distribution of various products in numerous categories, (i) product classifications and territories of the world and that evolving changes make it difficult to define with absolute specificity the various products covered by different licenses granted by Everlast. Everlast and Licensee agree to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) their best efforts to make and perform avoid any conflicts between Licensed Products and Services products covered by other licenses granted by Everlast. In the event of conflict between this Agreement and other license agreements to which Everlast is or becomes a party, Everlast reserves the right to resolve such conflicts in its absolute discretion, taking into account the Licensed Territory and in the Field intent of Use. This license right is both this Agreement with respect to the license granted to Licensee for Licensed Patent Rights Products and to the personal property ownership rights that CIRM has protection of the Everlast trademarks. Everlast's decisions in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repositoryresolving any conflicts shall be final and binding. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise 2.5 In the performance of its obligations under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 belowAgreement, and the failure to make timely payment design, formulation, marketing, advertising, labeling, sale and distribution of any fee due under Section 5 below the Licensed Products, the Licensee shall immediately terminate at all times observe and satisfy completely the licenses granted in this Section 3. 3.04 For avoidance requirements of doubtall statutes, Licensee is licensed to make laws, ordinances, regulations and sell Differentiated Cells in commerce and to sell services using CIRM iPSC linesthe like of every national, Derivativesstate, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or linesprovincial, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line local governmental or lines, governmental agency having or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 belowclaiming jurisdiction. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI hereby grants 2.01 Provided that the payments under Section 5.01 have been made and Licensee acceptsthe bank guarantee under Section 11.05 and Exhibit 5 hereto has been provided to Sisvel, and subject to the terms and conditions of this Agreement, Sisvel grants Licensee and Licensee Affiliates identified in Exhibit 3 hereto a royalty-bearing, non-transferable, non-assignable, non-exclusive patent license license, with no right to grant sublicenses or any other allowances, under the DVB-S2 Listed Patents, to Manufacture, use, import, offer to Sell, Sell, or otherwise dispose of Licensed Patent RightsProducts in the DVB-S2 Field. 2.02 Licensee will ensure that the following clause is part of any contract between Licensee and a purchaser of Licensed Products: “The sale and/or purchase of a transmitting device does not confer any license (neither explicit nor implied) or allowance to the buyer or any third party under any patent or any other IPR (intellectual property right) which might be realized by any corresponding receiving device and/or by its use. The same applies vice versa in case of a sale and/or purchase of a receiving device with regard to the corresponding transmitting device.” 2.03 The license granted to Licensee Affiliates in Section 2.01 is limited to those Licensee Affiliates as of the Effective Date identified in Exhibit 3 hereto, and Licensee will impose on such Licensee Affiliates the obligations set forth in this Agreement and will obtain the agreement of such Licensee Affiliates to adhere to such obligations. On or before Licensee’s execution of this Agreement, Licensee will provide Sisvel with an authenticated organization chart showing the relationship of Licensee with all Licensee Affiliates. Licensee represents that such organization chart is complete and accurate. Within thirty (30) Days of any change in the identity or structure of any Licensee Affiliates, Licensee will provide Sisvel with an updated Exhibit 3 and with an updated authenticated organization chart showing the relationship of Licensee with all Licensee Affiliates. Should Licensee acquire or create a new Licensee Affiliate, such new Licensee Affiliate will automatically become licensed under this Agreement, and within thirty (30) Days of such acquisition or creation: (i) Licensee shall inform Sisvel of any activities under the DVB-S2 Listed Patents by the new Licensee Affiliate within a period of six (6) years prior to use CIRM iPSC line or lines for internal research and for Commercial Use, and the date it became an Licensee Affiliate; (ii) Licensee shall impose on any such new Licensee Affiliate the obligations set forth in this Agreement and obtain the agreement of such new Licensee Affiliate to make adhere to such obligations; (iii) upon request of Sisvel, Licensee and perform such new Licensee Affiliate shall execute an addendum to this Agreement wherein such new Licensee Affiliate agrees to be bound by all the terms of this Agreement; (iv) Licensee shall provide Sisvel with a full past due royalty statement with respect to any activities under DVB-S2 Listed Patents by the new Licensee Affiliate prior to the date it became an Licensee Affiliate; and (v) Licensee shall provide Sisvel with royalty payments for Licensed Products Sold by such new Licensee Affiliate in accordance with such past due royalty statement and Services the requirements of this Agreement. Licensee’s failure to comply with (i) through (v) above shall be considered a material breach of this Agreement. 2.04 Licensee and all Licensee Affiliates licensed hereunder will be liable jointly and severally for any payments due under this Agreement for Licensed Products Manufactured, used, imported, offered for Sale, Sold, or otherwise disposed of at any time by Licensee or Licensee Affiliates. For the avoidance of doubt, the license granted under this ARTICLE 2 to a Licensee Affiliate shall remain in effect only for the time that such entity is a Licensee Affiliate and shall terminate automatically and without notice on the date on which this Agreement is terminated and/or on the date such entity ceases to be a Licensee Affiliate. 2.05 Provided that the payments under Section 5.01 have been made and the bank guarantee under Section 11.05 and Exhibit 5 hereto has been provided to Sisvel, and that Licensee is in full compliance with all its obligations under this Agreement, Sisvel hereby releases, acquits, and forever discharges Licensee and Licensee Affiliates listed in Exhibit 3 from any and all claims of infringement of the DVB-S2 Listed Patents limited to the DVB-S2 Field and arising out of the Licensed Products Manufactured, used, imported, offered for Sale, Sold, or otherwise disposed of by Licensee or Licensee Affiliates prior to the Effective Date, which Licensed Products are listed in Table (a) of the royalty statement(s) attached at Exhibit 4 to this Agreement. The Parties specifically agree that nothing in this Agreement prevents Sisvel from seeking and obtaining royalties from any third party from or to which Licensee has purchased or Sold Licensed Products for which a royalty has not been paid, regardless of whether such products are listed in the Licensed Territory royalty statement(s) attached to this Agreement. 2.06 Licensee, for itself and in Licensee Affiliates, acknowledges that the Field of Use. This license right is both rights granted herein are limited to the Licensed DVB-S2 Field, and Licensee, for itself and Licensee Affiliates, acknowledges that no rights granted herein shall apply to any practice under any DVB-S2 Essential Patent Rights and Claim outside the DVB-S2 Field. For the avoidance of doubt, no rights are granted under this Agreement with respect to any standards other than the DVB-S2 Standard. 2.07 No rights granted under this Agreement extend to any product or process conforming to the personal property ownership DVB-S2 Standard and covered by the DVB-S2 Essential Patent Claims merely because the product or process is used or Sold in combination with a Licensed Product of Licensee or a Licensee Affiliate. No rights that CIRM has granted under this Agreement extend to any receiver or decoder merely because it is used or Sold in combination with a transmitter, encoder, or a transmitted signal stemming from Licensee, and no rights granted under this Agreement extend to any transmitter, encoder, or transmitted signal merely because it is used or Sold in combination with a receiver or decoder stemming from Licensee or a Licensee Affiliate. 2.08 No rights are granted under this Agreement for products declared by Licensee as Sold, purchased, or disposed of by Licensee or Licensee Affiliates in breach of Section 3.06 infra. Such products are not licensed and are not subject to the CIRM iPSC lines that CDI has made payment (except for the CIRM iPSC Repositoryamounts due pursuant to Section 10.05 infra) and reporting obligations of Licensee under this Agreement. 3.02 This Agreement confers 2.09 It is understood and agreed that no license or rights immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors otherwise, other than Licensed Patent Rightsas expressly provided under this ARTICLE 2. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI PHS hereby grants and Licensee accepts, subject to the terms and conditions of this Agreement, a non-exclusive patent nonexclusive license to Licensee under the Licensed Patent Rights, (i) to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services Rights in the Licensed Territory to make and have made, to use and have used, to sell and have sold, to import and have imported, and to offer for sale any Licensed Products in the Field Licensed Fields of Use and to practice and have practiced any Licensed Processes in the Licensed Fields of Use. This license right is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors PHS other than the Licensed Patent Rights regardless of whether such patents are dominant or subordinate to Licensed Patent Rights. 3.03 All Upon written approval by PHS, which approval will not be unreasonably withheld, nor will a decision on approval be unduly delayed beyond ninety (90) days from receipt of a written request from Licensee, Licensee may enter into sublicensing agreements under the Licensed Patent Rights in which the Licensed Patent Rights are licensed to a third party who also receives a license under technology and/or in patent rights granted in this Section 3 are expressly contingent upon addition to the timely payment of all fees required by Section 5 below, and the failure Licensed Patent Rights as to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3which Licensee has proprietary rights. 3.04 For avoidance Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of doubtParagraphs 4.01, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines6.01, Derivatives8.01, 8.02, 10.05, and Differentiated Cells, but is not licensed 11.07-11.10 of this Agreement shall be binding upon the sublicensee as if it were a party to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, this Agreement. Licensee further agrees to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, attach copies of these Paragraphs to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 belowall sublicense agreements. 3.05 Any sublicenses granted by Licensee agrees and understands that shall provide for the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use termination of the CIRM iPSC linessublicense, Derivatives or Differentiated Cells the conversion to make or develop cellular therapies for human treatment a license directly between such sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 11. Such conversion is expressly excluded from contingent upon acceptance by the license grants here and constitutes a breach sublicensee of the remaining provisions of this Agreement. 3.06 Licensee agrees to forward to PHS a copy of each fully executed sublicense agreement postmarked within sixty (60) days of the execution of such agreement.

Grant of Rights. 3.01 CDI 3.1 The IC hereby grants and the Licensee accepts, subject to the terms and conditions of this Agreement, a non-an exclusive patent license under the Licensed Patent Rights, (i) to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services Rights in the Licensed Territory to make and have made, to use and have used, to sell and have sold, to offer to sell, and to import and export any Licensed Products in the Field Licensed Fields of Use and to practice and have practiced any Licensed Process(es) in the Licensed Fields of Use. This license right is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository. 3.02 3.2 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors IC other than the Licensed Patent Rights regardless of whether these patents are dominant or subordinate to the Licensed Patent Rights. A-034-2016 NIH Patent License Agreement—Exclusive PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 3.03 All 3.3 If IC receives an acceptable written license rights granted application from a Third Party Applicant for commercial development of Licensed Products or Licensed Processes, as they pertain to Licensed Patent Rights which is included in the scope of the Licensed Field of Use under this Section 3 are expressly contingent upon Agreement and for which the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but proposed commercial development is not licensed to sell specifically addressed in Licensee's then-current Commercial Development Plan, IC shall notify Licensee, in writing, of the existence of the Third Party Applicant's license application, identifying the scientific, clinical or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception technical basis for its belief that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entitysuch commercial development should occur. In additionUpon receipt of such written notice, Licensee shall have the right within ninety (90) days to amend its Commercial Development Plan in a manner acceptable to IC including revised Benchmarks to be incorporated into Appendix D. Acceptance of said amendment to said Commercial Development Plan by IC shall take into account Licensee's ongoing efforts and normal drug development standards for obtaining FDA approval for multiple indication prophylactic and therapeutic products. If Licensee does not conduct High Throughput Screeningamend its Commercial Development Plan in a manner acceptable to IC to include a clinical research and development program for the proposed commercial development of said Licensed Products or Licensed Processes of such third party including revised Benchmarks to be incorporated into Appendix D; IC shall remove said Licensed Products or Licensed Processes from Licensed Fields of Use, unless Licensee has complied with Section 5.05 belowand IC shall be free to license said Licensed Products or Licensed Processes to said third party. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI 3.1 The IC hereby grants and the Licensee accepts, subject to the terms and conditions of this Agreement, an exclusive license under the Licensed Patent Rights in the Licensed Territory to make and have made, to use and have used, to sell and have sold, to offer to sell, and to import any Licensed Products in the Licensed Fields of Use—Exclusive (I in Appendix B) and to practice and have practiced any Licensed Process(es) in the Licensed Fields of Use—Exclusive (I in Appendix B). 3.2 The IC hereby grants and the Licensee accepts, subject to the terms and conditions of this Agreement, a nonco-exclusive patent license under the Licensed Patent Rights, (i) to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services Rights in the Licensed Territory to make and have made, to use and have used, to sell and have sold, to offer to sell, and to import any Licensed Products in the Field Licensed Fields of UseUse – Co-Exclusive (II in Appendix B) and to practice and have practiced any Licensed Processes in the Licensed Fields of Use – Co-Exclusive (II in Appendix B). This IC shall only grant one (1) other co-exclusive license right is both to under the Licensed Patent Rights and in the Licensed Fields of Use – Co-Exclusive (II in Appendix B) in the Licensed Territory to one (1) Additional Licensee (“Co-Exclusive Licensee”). Upon termination of such co-exclusive license to the personal property ownership rights that CIRM has Co-Exclusive Licensee, IC shall promptly notify Licensee. [***] NIH Patent License Agreement – Exclusive Model 10-2015 Page 6 of 29 [SentiBio] [7-20-2020] 3.3 If IC receives a license application with a complete commercial development plan from a Third Party for commercial development of a Licensed Product(s) or Licensed Processes in the CIRM iPSC lines Licensed Fields of Use, as they pertain to Licensed Patent Rights for which the proposed commercial development is not reasonably addressed in Licensee’s then-current Commercial Development Plan, IC shall notify Licensee, in writing, of the existence of the Third Party’s license application, identifying the scientific, clinical or technical basis for its belief that CDI has made such commercial development should occur. Upon receipt of such written notice, Licensee shall either: (a) within [***] amend its Commercial Development Plan in a manner reasonably acceptable to IC to include a clinical research and development program for the CIRM iPSC Repositoryproposed Third Party’s commercial development of said Licensed Product(s) or Licensed Processes including revised Benchmarks, acceptance of said amendment to said Commercial Development Plan by IC shall take into account Licensee’s ongoing efforts and normal drug development standards for obtaining FDA approval for multiple Indication prophylactic and therapeutic products; or (b) amend its Commercial Development Plan within [***] in a manner reasonably acceptable to IC to include an offer to enter into a commercially reasonable and customary joint pre-clinical research and development program with the Third Party for the proposed Third Party’s commercial development of said Licensed Product(s) or Licensed Processes; or (c) within [***] initiate negotiations to grant a sublicense under commercially reasonable and customary terms to said Third Party under Licensed Patent Rights; or both (b) and (c). If Licensee does not (a) amend its Commercial Development Plan in a manner reasonably acceptable to IC to include a clinical research and development program for the proposed commercial development of said Licensed Product(s) or Licensed Processes of such Third Party including revised Benchmarks; or (b) amend its Commercial Development Plan in a manner reasonably acceptable to IC to include a joint pre-clinical research and development program with the Third Party for the proposed commercial development of said Licensed Product(s) or Licensed Processes; or (c) grant a sublicense within [***] under commercially reasonable terms to said Third Party under Licensed Patent Rights, for such commercial development; or both (b) and (c), IC shall [***], or [***], and IC shall [***]. 3.02 3.4 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors IC other than the Licensed Patent Rights regardless of whether these patents are dominant or subordinate to the Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI 2.1 The Foundation hereby grants to Licensee and Licensee accepts, subject to the terms and conditions of this Agreementhereof, in the Territory and for the Field, a non-exclusive patent license under the Licensed Patent Rights, (i) to use CIRM iPSC line or lines for internal research the Biological Materials. 2.2 The granting and for Commercial Use, and (ii) to make and perform Licensed Products and Services in the Licensed Territory and in the Field exercise of Use. This this license right is both subject to the Licensed Patent Rights and following conditions: (a) Licensee shall not have the right to grant sublicenses hereunder. (b) Licensee shall not have the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made right to transfer or sell any Biological Materials to any third party, except to perform validated/qualified assays solely for the CIRM iPSC Repositorydetection of MT-3724. Licensee shall require any such third party to abide by the terms and conditions of this Agreement. 3.02 This Agreement confers no (c) Licensee shall not use the Biological Materials in human beings, or for the treatment, diagnosis, prognosis, or other such use in human beings. 2.3 The license or granted hereunder shall not be construed to confer any rights upon Licensee by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, as to any party, with technology or material not expressly within the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach terms of this Agreement. 2.4 Within thirty (30) days after the receipt of the License Issue Royalty (as hereinafter defined in Section 3.1), the laboratory of Dr. [***] of USU shall provide to Licensee, and Licensee is hereby authorized to use in accordance with the terms and conditions of this Agreement, the Biological Materials. 2.5 Licensee shall not modify any of the Biological Materials in any way or co-mingle any Biological Materials with the material of any third party, unless prior written authorization is received from Foundation. Such authorization is hereby provided to the extent needed to perform validated/qualified assays solely for the detection of MT-3724. Neither Licensee nor any third party to which the Biological Materials are transferred shall disassemble, analyze, reverse engineer, copy, sequence, or transfect any of the Biological Materials. Neither Licensee nor any such third party shall use the Biological Materials for in vivo testing in human subjects. 2.6 Licensee’s use of the Biological Materials shall comply with all applicable federal, state, and local laws and regulations, including, but not limited to, animal welfare laws and regulations, and all applicable laws, rules, regulations and recommendations of the FDA, EPA, OSHA, and any other federal, state, or local regulatory agency having jurisdiction over biomedical operations or the disposal of biomedical waste.

Grant of Rights. 3.01 CDI 3.1 The Licensor hereby grants to the Licensee a licence under the Patents, the Technical Information and Copyright: 3.1.1 to manufacture Prescription Products; and 3.1.2 to use sell or otherwise deal in Prescription Products manufactured under the licence. 3.2 The parties hereto agree to execute a formal licence agreement substantially as set out in Schedule 2 hereto for the purposes of registering any patent licence granted. 3.3 The Licensee acceptsshall be entitled to sub-license any Affiliate of the Licensee for so long as it is such an Affiliate under the rights granted or to be granted under clauses 3.1 and 3.2 hereof provided that: 3.4.1 the sub-licence shall be in writing and shall contain obligations on the sub-licensee at least as onerous as those set out herein; and 3.4.2 the Licensee shall remain responsible for all acts and omissions of such sub-licensees as though they were by the Licensee; and 3.4.3 the Licensee shall forthwith notify the Licensor in writing of any sub-licence granted pursuant to this clause and shall at the same time provide the Licensor with a copy of such sub-licence. 3.5 For the avoidance of doubt, it is hereby declared that the Licensee shall have no right hereunder to manufacture use or sell the Products otherwise than as expressly licensed to the Licensee hereby. 3.6 The Licensor will not for the term of this Agreement manufacture, supply or otherwise deal in any of the Products and (except in accordance with clause 3.3 shall not license any third parties to do the same. 3.7 For the avoidance of doubt, and subject to clause 3.10 nothing in this Agreement shall be construed or implied as a licence or grant of rights by the terms Licensor to the Licensee under the Patents or in respect of the Technical Information or Copyrights other than for the construction, manufacture, promotion, sale and conditions distribution of this Agreement, the Products. 3.8 The Licensor hereby grants the Licensee the right to manufacture or have manufactured all such parts and tooling (other than the Confidential Items) as may be necessary to repair and maintain the Machines or produce the Products and the Licensor hereby grants to the Licensee a non-exclusive patent license licence (together with the right to sub-licence) under the Licensed Patent RightsPatents, Technical Information and Copyright as may be necessary for this purpose, including the right to sub-licence such third party as the Licensee may require to enable such third party to design and manufacture such parts and tooling. 3.9 Within [CONFIDENTIALITY REQUESTED] days of the date of execution of this Agreement the Licensor will deposit with the Solicitors at their offices at 136 High Street, Newmarket, Suffolk CB8 8NN or such other address as xxxx xxxxx xxxx xxxx xx xxxx xx xxxxxxx xxdicate to the Licensor and the Licensee one copy of the XGel Technical Information. 3.10 Within [CONFIDENTIALITY REQUESTED] days of the date of any modification enhancement revision or update to the XGel Technical Information the Licensor will deposit with the Solicitors a revised copy of the whole (ior the relevant part) of the Xgel Technical Information incorporating such modification, enhancement, revision or update (as the case may be). 3.11 The Licensor will procure that the Solicitors provide an undertaking to the Licensor and the Licensee on the date hereof in the form attached at Schedule 5. 3.12 A "Relevant Event" shall have occurred for the purpose of this clause 3 if: 3.14.1 the Licensor shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrxxxxxxxx with (or assignment for the benefit of) its creditors or if the Licensor or the Film Supplier shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver of sxxxxxx xfficer is appointed in respect of all or any part of the business or assets of the Licensor or the Film Supplier or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Licensor or the Film Supplier or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction); or 3.14.2 any of the events referred to in clause 3.14.1 occurs to the Film Supplier (in circumstances where the Film Supplier and Licensor are different legal persons) and the Licensor fails to make arrangements which ensure that the Licensee receives an uninterrupted supply of the Goods (as defined in the Film Supply Agreement) pursuant to the terms of the Film Supply Agreement. 3.15 In order to obtain the release of the XGel Technical Information the Licensee shall forthwith upon becoming aware of a Relevant Event prepare and submit to the Solicitors a statutory declaration, which shall: 3.15.1 be sworn by a duly authorised officer of the Licensee; 3.15.2 set out fully the facts and circumstances of the Relevant Event; and 3.15.3 have attached thereto all relevant supporting documentation in the Licensee's possession. 3.16 In the case of a Relevant Event falling under clause 3.14.1 above the Solicitor is hereby authorised to release the XGel Technical Information to the Licensee upon receipt of a statutory declaration in the form specified in clause 3.15 above. 3.17 In the case of a Relevant Event falling under any of clauses 3.14.2 or 3.14.3 or 3.14.4 above the Solicitor shall submit a copy of the Licensee's statutory declaration to the Licensor forthwith upon receiving the same. If the Licensor does not either: 3.17.1 remedy, or procure that the Film Supplier remedies the breach or failure giving rise to the Relevant Event; or 3.17.2 by written notice (setting out all relevant facts and circumstances and having attached thereto all relevant documentation in the Licensor's possession) deny its occurrence within thirty days of receipt by the Licensor of the Licensee's copy statutory declaration then the Solicitors are hereby authorised upon expiry of the said thirty days (and subject to the said statutory declaration complying with the provisions of clause 3.15 above) to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services in release the Licensed Territory and in the Field of Use. This license right is both Xgel Technical Information to the Licensed Patent Rights and Licensee. 3.18 If the Licensor denies the occurrence of a Relevant Event by written notice pursuant to clause 3.17.2 above: 3.18.1 the Solicitors shall not release the XGel Technical Information; 3.18.2 the Solicitors shall forthwith submit a copy of the Licensor's written notice to the personal property ownership rights that CIRM has in Licensee; 3.18.3 each of the CIRM iPSC lines that CDI has made for Licensor and the CIRM iPSC Repository. 3.02 This Agreement confers no license Licensee hereby agrees to use its best endeavours to reach agreement upon whether or rights by implication, estoppel, or otherwise under any patent applications or patents not a Relevant Event within the terms of any of clauses 3.14.2 or 3.14.3 or 3.14.4 above has taken place within fourteen days of the Licensors other than Licensed Patent Rightsdate of receipt by the Licensee of the Licensor's notice referred to in clause 3.17.2 above in default of which the matter shall be referred for determination by the Expert; and 3.18.4 if it is agreed by the parties pursuant to clause 3.18.3 above or decided by the Expert that a Relevant Event has occurred within the terms of clauses 3.14.2 or 3.14.3 or 3.14.4 above then the Solicitor is hereby authorised to release the XGel Technical Information to the Licensee. 3.03 All license rights granted in this Section 3 are expressly contingent upon 3.19 Upon receipt of the timely payment of all fees required by Section 5 below, and XGel Technical Information the failure Licensee shall be entitled to make timely payment of any fee due under Section 5 below shall immediately terminate use and/or develop the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce XGel Technical Information and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, grant sub-licences under all or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use part of the CIRM iPSC lines, Derivatives or Differentiated Cells XGel Technical Information to make or develop cellular therapies the extent necessary to enable the Licensee to have the XGel Materials manufactured on its behalf for human treatment is expressly excluded from use only in the license grants here and constitutes a breach Products pursuant to the terms of this Agreement. 3.20 The Licensor represents and warrants to the Licensee that subject to the time limit for depositing revisions to the XGel Technical Information set out in clause 3.12 above the XGel Technical Information deposited with the Solicitors shall at all times be complete accurate and up-to-date. 3.21 Any charge made by the Solicitors in respect of the storage of the XGel Technical Information will be met by the Licensor.

Grant of Rights. 3.01 CDI 2.1 The Owners hereby grants grant to Licensee and Licensee accepts, subject to the terms and conditions hereof, in the Territory and for the Field: (a) a non-exclusive license to practice under the Technology Rights and Follow-on Intellectual Property Rights, if any, and (b) an exclusive (even as to Owners, except as provided in Section 2.4) license to practice under the Patent Rights (including, to the extent not prohibited by other patents, the right under Patent Rights in the Field in the Territory to make, have made, use, have used, sell, have sold, export and import Licensed Products and to practice Licensed Processes) (collectively, the “License”), until the expiration of this Agreement, unless this Agreement shall be sooner terminated in accordance with the terms hereof. 2.2 In order to establish a non-exclusive patent period of commercial exclusivity for Licensee, the Owners agree that they will not grant, in the Territory for the Field, any other license to practice under the Licensed Patent Rights, except as required by the obligations related to Section 2.4(a) or as permitted in Section 2.4(b) or Section 2.4(d), during the period of time commencing with the Effective Date and ending with the first to occur of: (a) the expiration of all Patent Rights; (b) a court or tribunal, in a final decision not subject to further appeal, declaring invalid or unenforceable all claims in the Patent Rights; (c) the abandonment of all claims in the Patent Rights; or (d) the termination of this Agreement or the termination of the exclusivity of the License in accordance with Article IX. 2.3 Subject to the Foundation’s prior approval, which approval shall not be unreasonably withheld or delayed, Licensee shall have the right to grant sublicenses hereunder via written sublicense agreements. The License granted to Licensee hereunder does not extend to any Affiliate of Licensee unless and until such Affiliate enters into a written sublicense agreement with Licensee that is consistent with the requirements hereof and the Foundation approves the written sublicense agreement. (a) In all sublicenses granted hereunder, Licensee shall provide that the sublicense is subject and subordinate to all terms and conditions of this Agreement, except: (i) to use CIRM iPSC line or lines for internal research and for Commercial Usethe sublicensee may not grant any sublicenses except with the Foundation’s prior express written approval, and (ii) any royalty or other payment paid by the sublicensee to Licensee may exceed the rate set forth in this Agreement. Licensee shall attach a copy of this Agreement to any sublicense agreement and shall provide a complete copy of the sublicense agreement to the Foundation promptly after signing by the parties thereto. (b) Licensee may not receive from any sublicensee anything of value in lieu of cash payments in consideration for any sublicense under this Agreement, without the Foundation’s prior express written approval. (c) Sublicenses may extend past the expiration date of the exclusive period but any exclusivity of such sublicenses shall expire upon the termination or expiration of Licensee’s exclusivity. Upon any termination of this Agreement, sublicensees’ rights shall also terminate, subject to Section 9.3. 2.4 The granting and exercise of the License is subject to the following conditions: (a) The U.S. Government retains a nonexclusive, nontransferable, irrevocable, world-wide, paid-up license to practice all invention(s) covered by the Patent Rights, Follow-on Intellectual Property Rights, or Technology Rights and to have such invention(s) practiced by or on behalf of the U.S. Government and on behalf of any foreign government or international organization pursuant to any existing or future treaty or agreement to which the U.S. Government is a signatory. This Agreement is explicitly made subject to the Government’s rights under any such license and any applicable law or regulation. To the extent that there is a conflict between any such license of the U.S. Government, applicable law or regulation and this Agreement, the terms of such Government license, applicable law or regulation shall prevail. (b) The Foundation, the USU, Board and UTMDACC reserve the rights to make and perform use, and grant to others non-exclusive licenses to make and use, for Non-commercial Research Purposes, the subject matter described or claimed in Patent Rights. The Foundation, the USU, Board and UTMDACC reserve the rights to make and use, and grant to others non-exclusive licenses to make and use, for any and all purposes, the subject matter described or claimed in Technology Rights. The Foundation and the USU reserve the rights to make and use, and grant to others non-exclusive licenses to make and use, for any and all purposes, the subject matter described or claimed in Follow-on Intellectual Property Rights. (c) Licensee shall cause any Licensed Products and Services Product produced for use or sale in the Licensed Territory and United States to be manufactured substantially in the Field of Use. This license right is both United States or its territories. (d) Notwithstanding anything to the Licensed contrary in this Agreement, any license or other rights granted to Licensee herein are subject to the following rights retained by Board and UTMDACC: (i) Board and UTMDACC retain the right to publish the general scientific findings from research related to inventions, discoveries, know-how, and information covered by Patent Rights or Technology Rights or described in UTMDACC Invention Disclosure Report MDA00-043 entitled “Induction of Tumor Immunity by Variants of FBP”; and (ii) Board and UTMDACC retain the right to use the personal property ownership rights that CIRM has inventions, discoveries, know-how, and information covered by Patent Rights or Technology Rights or described in the CIRM iPSC lines that CDI has made UTMDACC Invention Disclosure Report MDA00-043 entitled “Induction of Tumor Immunity by Variants of FBP”, for the CIRM iPSC Repositorypatient care, research, teaching, and other educationally-related purposes. 3.02 This Agreement confers no license 2.5 The License granted hereunder shall not be construed to confer any rights upon Licensee (or rights sublicensees, if any) by implication, estoppel, or otherwise under as to any patent applications or patents of any of technology not included in the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon , the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or linesFollow-on Intellectual Property Rights, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 belowTechnology Rights as defined herein. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Agreement.

Grant of Rights. 3.01 CDI Municipality does hereby grants grant a revocable license to use and Licensee acceptsoccupy the street right of ways of Municipality at the locations listed on the Location List attached hereto, subject marked Exhibit “A” and made a part hereof, within the jurisdictional limits of Municipality for the installation of transit shelters which may display or cause to be displayed advertising, provided that each location has been specifically approved by Municipality. Pursuant to the terms and conditions grant of this Agreementrevocable license, LANTA in the performance of its responsibilities under this License Agreement agrees that: (a) No transit shelter shall be erected at any location other than those listed on Exhibit A, which is attached hereto; (b) LANTA shall obtain all necessary permits and approvals prior to the erection of any transit shelter; and (c) All shelter locations shall require a nonseparate permit from the City’s Department of Public Works; and (d) A dimensioned Site Plan shall be submitted with every permit request to the Department of Public Works; and (e) Easements will be required from abutting private property owners, prior to City permits being issued, in cases where shelters are not completely located on a City right-exclusive patent license of-way. LANTA is responsible for securing these easements; and (f) LANTA shall make all transit shelters accessible to individuals with disabilities; and (g) The City reserves the right to have a shelter removed if the City determines that the shelter creates a traffic safety issue or impedes an infrastructure improvement project. XXXXX agrees to remove any shelter which creates a traffic safety issue or impedes an infrastructure improvement project within ninety (90) days of the receipt of written notification from the City. If LANTA fails to remove a shelter within ninety (90) days following receipt of written notification from the City under the Licensed Patent Rightsterms of this Section, (i) then in such event the City shall have the right to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) remove the shelter. The City’s reasonable cost to make and perform Licensed Products and Services in remove such a shelter shall be promptly paid by LANTA after receipt of an invoice reflecting the Licensed Territory and in the Field of Use. This license right is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded removal cost from the license grants here City; and (h) In the event that any transit shelter must be removed for any reason, LANTA shall promptly remove the transit shelter and constitutes a breach of this Agreementrestore the sidewalk, walkway or curb as directed by Municipality.

Grant of Rights. 3.01 CDI (A) BIOCHEM hereby grants to GROUP, for all purposes, in the Territory: (i) the exclusive right under Licensed Patents to develop, register, manufacture, have manufactured, use and Licensee acceptssell Modified Licensed Product; and (ii) the exclusive right under Know-How to develop, subject register, manufacture, have manufactured, use and sell Modified Licensed Product, including the right to disclose such Know-How in the circumstances specified in paragraph 8 hereof GROUP may exercise the said rights through its Affiliates and Independent Third Party consultants, contract manufacturers and distributors: PROVIDED THAT GROUP shall remain responsible for the performance by such Affiliates, consultants, contract manufacturers and distributors of any obligations imposed on GROUP by this Agreement (B) BIOCHEM hereby grants to GWC in Canada (which term shall include its territories and possessions): (i) the sole right in conjunction with PHARMA under Licensed Patents to develop, register, manufacture, have manufactured, use and sell Modified Licensed Product; and (ii) the sole right in conjunction with PHARMA under Know-How to develop, register, manufacture, have manufactured, use and sell Modified Licensed Product, including the right to disclose such Know-How in the circumstances specified in paragraph 8 hereof GWC shall exercise the said rights in the manner described in this Agreement and the Partnership Agreement set forth in Schedule 3 hereto. Without derogation from the general applicability of the previous sentence GWC may exercise the said rights through its Affiliates and Independent Third Party consultants, contract manufacturers and distributors: PROVIDED GWC shall remain responsible for the performance by such Affiliates, consultants, contract manufacturers and distributors of any obligations imposed on GWC by this Agreement (C) BIOCHEM hereby grants to GWUS in the USA: (i) the exclusive right under Licensed Patents to develop, register, manufacture, have manufactured, use and sell Modified Licensed Product; and (ii) the exclusive right under Know-How to develop, register, manufacture, have manufactured, use and sell Modified Licensed Product, including the right to disclose such Know-How in the circumstances specified in paragraph 8 hereof GWUS may exercise the said rights through its Affiliates and Independent Third Party consultants, contract manufacturers and distributors: PROVIDED THAT GWUS shall remain responsible for the performance by such Affiliates, consultants, contract manufacturers and distributors of any obligations imposed on GWUS by this Agreement. (D) GROUP in the Territory and GWUS in the USA shall have the right to grant sublicences of GROUP’s and GWUS’ respective rights under the Licensed Patents and Know-How: PROVIDED THAT GROUP and GWUS shall each remain “responsible for the performance by it and by its sublicensees of any obligations imposed on GROUP or GWUS hereunder. GROUP and GWUS shall provide BIOCHEM with prior written notice of the identity of any such proposed sublicensee(s) and shall not formally appoint the organization identified as a sublicensee unless and until BIOCHEM shall have given its approval to such appointment, it being understood that such approval shall not be unreasonably withheld or delayed (E) GROUP, GWUS and GWC grant back to BIOCHEM the rights to the Residual Products which GROUP, GWUS and GWC held under the Original Agreement: PROVIDED THAT (i) BIOCHEM shall not exploit commercially any Residual Product outside the Field (hereinafter in subclause (E)(v) defined) between ***** After November 19, 1999, if BIOCHEM seeks through an Independent Third Party to exploit commercially any Residual Product outside the Field, it shall offer to GROUP a first right to negotiate an exclusive licence for such Residual Product. Further, if GROUP wishes to exploit commercially a Residual Product, GROUP may seek a licence from BIOCHEM. The terms of such licence, if any, shall be as agreed between BIOCHEM and GROUP; PROVIDED THAT BIOCHEM shall not be obligated to entertain discussions or negotiations pertaining to, or conclude, such a license with GROUP. (ii) BIOCHEM shall not exploit commercially any Residual Product within the Field until the patent for such Residual Product expires. (iii) BIOCHEM shall not exploit commercially any compound tested under the Sponsored Research Agreement dated January 1, 1990 between BIOCHEM and GWC as amended (the “SRA”) between ***** if BIOCHEM seeks through an Independent Third Party to exploit commercially any such compound it shall offer to GROUP a first right to negotiate an exclusive licence for such compound. (iv) GROUP and GWUS shall not exploit commercially any compound within the Field with the principal purpose of reducing the royalty payable to BIOCHEM under this Agreement. (v) In this paragraph 2(E), a Residual Product or compound shall be regarded as exploited within the Field if that Residual Product or compound: a) is a cytidine L nucleoside analogue with no distinct biological difference to Modified Licensed Product, b) has such similar therapeutic properties and such an absence of distinguishing therapeutic advantages compared to Modified Licensed Product as to be perceived as clinically interchangeable, and c) has its sole clinical use as a direct therapeutic substitute or replacement for Modified Licensed Product, without any improved ability to compete with other compounds in the field other than Modified Licensed Product. Furthermore, the term “exploited outside the Field”, shall be construed in accordance with this subclause. (F) BIOCHEM acknowledges that the obligations imposed on BIOCHEM as set out in paragraph 2(E) mean that BIOCHEM shall not directly or indirectly manufacture, have manufactured, use or sell, a Residual Product or compound (for the purposes of this Section 2(F) collectively a “Compound” other than in accordance with that paragraph. The restriction on use shall not preclude BIOCHEM from conducting research and development activities related to Compounds. BIOCHEM acknowledges that where the provisions of paragraph 2(E) require BIOCHEM to offer to GROUP a first right to negotiate, BIOCHEM shall provide to GROUP a written notice of BIOCHEM’s intention to exploit a Compound and allow GROUP thirty (30) days from the date of such notice to provide to BIOCHEM return written notice indicating whether or not GROUP wishes to enter into negotiations with BIOCHEM for an exclusive worldwide licence for a Compound, with the right to sublicense. Where GROUP indicates to BIOCHEM in its return notice GROUP’s wish to commence negotiations, BIOCHEM shall provide to GROUP all relevant information concerning the Compound to allow GROUP and BIOCHEM to conduct negotiations toward an exclusive licence agreement for the Compound. Where these license negotiations are not completed within ninety (90) days from the date of GROUP’s receipt of the written notice, or GROUP indicates that it does not wish to further consider such Compound, BIOCHEM shall be allowed to exploit such Compound or to grant to an Independent Third party the right to exploit such Compound; PROVIDED THAT BIOCHEM will not offer more favourable terms to any Individual Third Party without first offering such more favourable terms exclusively to GROUP. If BIOCHEM desires to sign with an Independent Third Party dealing at arm’s length with BIOCHEM a licence containing more favourable terms than those offered to GROUP hereunder (the “Third Party Offer”), BIOCHEM shall, once the details of the licence agreement shall have been negotiated between BIOCHEM and such Independent Third Party, offer (the “GROUP Offer”) to GROUP the right to execute an exclusive licence agreement upon the same terms and conditions as those contained in the Third Party Offer. The GROUP Offer and a copy of this Agreementthe Third Party Offer shall be sent to GROUP and shall be open for acceptance by GROUP for thirty (30) days from the receipt of the Group Offer by GROUP. GROUP shall be obliged by notice to BIOCHEM within the said thirty (30) days, a non-exclusive patent license either to accept or refuse the GROUP Offer. If GROUP accepts the GROUP Offer, GROUP and BIOCHEM shall execute the GROUP Offer immediately following receipt by BIOCHEM of the notice of acceptance of GROUP. If GROUP refuses the GROUP Offer or fails to notify BIOCHEM of its decision within the said thirty (30) days, BIOCHEM shall be free to execute the Third Party Offer. In determining whether any terms are more favourable than terms offered to GROUP, regard shall be had to the totality of the terms rather to any single component or parts thereof. GROUP, GWUS and GWC grant back to BIOCHEM the right to FTC which GROUP, GWUS and GWC held under the Licensed Patent Rights, (i) to use CIRM iPSC line or lines for internal research and for Commercial Use, and (ii) to make and perform Licensed Products and Services in the Licensed Territory and in the Field of Use. This license right is both to the Licensed Patent Rights and to the personal property ownership rights that CIRM has in the CIRM iPSC lines that CDI has made for the CIRM iPSC Repository. 3.02 This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of any of the Licensors other than Licensed Patent Rights. 3.03 All license rights granted in this Section 3 are expressly contingent upon the timely payment of all fees required by Section 5 below, and the failure to make timely payment of any fee due under Section 5 below shall immediately terminate the licenses granted in this Section 3. 3.04 For avoidance of doubt, Licensee is licensed to make and sell Differentiated Cells in commerce and to sell services using CIRM iPSC lines, Derivatives, and Differentiated Cells, but is not licensed to sell or transfer any undifferentiated CIRM iPSC line or lines, or any Derivative, to any party, with the sole exception that Licensee may transfer the CIRM iPSC line or lines, or a Derivative, to a non-profit entity engaged in bona fide academic research provided the non-profit entity agrees in writing not to further transfer the CIRM iPSC line or lines or Derivative to any other entity. In addition, Licensee shall not conduct High Throughput Screening, unless Licensee has complied with Section 5.05 below. 3.05 Licensee agrees and understands that the CIRM iPSC lines, Derivatives and Differentiated Cells may be used for in vitro purposes only. Any use of the CIRM iPSC lines, Derivatives or Differentiated Cells to make or develop cellular therapies for human treatment is expressly excluded from the license grants here and constitutes a breach of this Original Agreement.