Common use of Grant of Rights Clause in Contracts

Grant of Rights. 2.01 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 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 license, with no right to grant sublicenses, under the Licensed Patents, 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 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 adhere to such obligations; (iii) upon request of Sisvel, Licensee and 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 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 Patents limited to the Licensed 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. 2.05 Licensee, for itself and Affiliates, acknowledges that 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 amounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this Agreement. 2.08 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise, other than as expressly provided under this Article 2.

Grant of Rights. 2.01 Provided that the payments under Section 5.01 have been made 3.01 CDI hereby grants and the bank guarantee under Section 11.02 and Exhibit 4 hereto has been provided to SisvelLicensee accepts, 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 license, with no right to grant sublicenses, non-exclusive patent license under the Licensed PatentsPatent Rights, (i) to Manufactureuse CIRM iPSC line or lines for internal research and for Commercial Use, use, import, offer and (ii) to Sell, Sell, or otherwise dispose of make and perform Licensed Products and Services 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, Territory 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 Field 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 AffiliatesUse. 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 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 adhere to such obligations; (iii) upon request of Sisvel, Licensee and 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 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 This license granted under this Article 2 to an Affiliate shall remain in effect only for the time that such entity right 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 Patents limited both to the Licensed Field Patent Rights 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 personal property ownership rights that nothing in this Agreement prevents Sisvel from seeking and obtaining royalties from any third party from or to which Licensee CIRM 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 AgreementCIRM iPSC lines that CDI has made for the CIRM iPSC Repository. 2.05 Licensee, for itself and Affiliates, acknowledges that 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 3.02 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 amounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this Agreement. 2.08 It is understood and agreed that confers no license or immunity is granted by any Party hereto to another Party hereto, either directly or rights by implication, estoppel, or otherwise, otherwise under any patent applications or patents of any of the Licensors other than as 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 under 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 Article 2Agreement.

Grant of Rights. 2.01 Provided that (a) The General Partner does hereby grant to the payments under Section 5.01 have been made Class A Limited Partners and the bank guarantee under Section 11.02 Class A Limited Partners do hereby accept the right, but not the obligation (such rights hereinafter sometimes referred to as the "Rights"), to exchange all or a portion of their Partnership Units for REIT Shares and to sell the remainder (or any part thereof) of their Partnership Units to the General Partner (or its designee), at any time or from time to time prior to the time the Partnership is dissolved, on the terms and subject to the conditions and restrictions contained in Exhibit 4 D hereto. The Rights granted hereunder may be exercised by any one or more of the Limited Partners, on the terms and subject and to the conditions and restrictions contained in Exhibit D hereto, upon delivery to the General Partner of an Exercise Notice in the form of Schedule 1 attached to Exhibit D, which notice shall specify the Partnership Units to be converted by such Limited Partner. Once delivered, the Exercise Notice shall be irrevocable, subject to payment by the General Partner of the Purchase Price in respect of such Partnership Units in accordance with the terms hereof. (b) The terms and provisions applicable to the Rights shall be as set forth in attached Exhibit D. (c) Any Partnership Units acquired by the General Partner pursuant to an exercise by any Limited Partner of the Rights shall be deemed to be acquired by and reallocated or reissued to the General Partner. The General Partner shall amend Exhibit A hereto has been provided to Sisvelreflect each such conversion and reallocation or reissuance of Partnership Units and each corresponding recalculation of the Partnership Units of the Partners. (d) The Class B Limited Partners shall not be entitled to the Rights unless and until the Board of Trustees of the General Partner agrees to reclassify any of the Partnership Units held as Class B Units to Class A Units; provided, however, in the event that (a) a Class B Limited Partner pledges any Partnership Units and (b) the secured creditor of such Class B Limited Partner should exercise its rights with respect to such Units, including repossession thereof, then at such secured creditor's option, such Units shall be reclassified as Class A Units and entitle the holder thereof (or other third-party assignee of the secured creditor) to exercise the Rights, in all cases subject to the terms and conditions provisions of this Agreement, Sisvel grants Licensee and Affiliates identified in Exhibit 2 hereto a royalty‐bearingincluding, non‐transferable, non‐assignable, non‐exclusive license, with no right to grant sublicenses, under the Licensed Patents, 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 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 adhere to such obligations; (iii) upon request of Sisvel, Licensee and 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 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 doubtwithout limitation, 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 AffiliateOwnership Limit. 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 Patents limited to the Licensed 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. 2.05 Licensee, for itself and Affiliates, acknowledges that 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 amounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this Agreement. 2.08 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise, other than as expressly provided under this Article 2.

Grant of Rights. 2.01 Provided that 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 payments ICN-RP Know-How and under Section 5.01 the Patent Rights to make, have been made made, import, export, use, offer for sale and sell Compounds and/or Products in the bank guarantee under Section 11.02 and Exhibit 4 hereto has been provided to Sisvel, Field in the Territory on 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 license, with no . Any such license shall include the right to grant sublicenses, sublicenses and shall include the rights to all Derivatives of the licensed Compounds. Schering's exclusive option rights under the Licensed Patents, this Section 2.1 shall remain in full force and effect until such time as Schering has agreed to Manufacture, use, import, offer acquire exclusive licenses to Sell, Sell, or otherwise dispose of Licensed three (3) Compounds/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 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 within thirty (30) Days of such acquisition or creation: (i) Licensee 3.7 shall inform Sisvel of any activities under the Licensed Patents be transferred to and assumed by the new Affiliate prior to the date it became an Affiliate; (ii) Licensee shall impose on any such new Affiliate the obligations set forth Schering in this Agreement and obtain the agreement of such new Affiliate to adhere to such obligations; (iii) upon request of Sisvel, Licensee and such new Affiliate shall execute an addendum to this Agreement wherein such new Affiliate agrees to be bound by all accordance with the terms of this Agreement; (iv) Licensee shall provide Sisvel with a full past due royalty statement Sections 3.6 and 3.8. 2.2 The option rights granted to Schering under Section 2.1 with respect to any activities under Licensed Patents by the new Affiliate given Compound and/or Product shall be exercisable, in its sole discretion, at any time prior to the date it became an Affiliate; and 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 (vas applicable) Licensee shall provide Sisvel Schering copies of and/or direct access to all preclinical and clinical data with royalty payments for Licensed Products Sold 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 timely 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-RP fails to provide such new Affiliate in accordance with 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 past information; provided that Schering's [REDACTED] day due royalty statement and diligence period shall be tolled until the requirements later of this Agreement. Licensee’s failure to comply with (i) through the expiration of that [REDACTED] day period or (vii) 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 ICN-RP has provided to 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 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 terminated 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 in the 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 Territory with respect to the Compound and/or Product, ICN-RP shall have the right of first refusal to sub-license and/or co-market the Compound and/or Product in such country(ies) on commercially reasonable terms; provided that 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 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 date such entity ceases commercial terms for the license or co-marketing agreement within [REDACTED] days of ICN-RP exercising its right of first refusal, then Schering shall be free to be negotiate and enter into an Affiliateagreement with any third party on substantially similar terms to those offered to ICN-RP. 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 2.5 Nothing 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 or any and all claims of infringement of license agreements or other agreements to be entered into by the Licensed Patents limited to the Licensed 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 parties pursuant 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 , shall be construed as conveying to which Licensee has purchased or Sold Licensed Products for which a royalty has not been paidICN-RP, regardless of whether such products are listed in the royalty statement(s) attached to this Agreement. 2.05 Licenseeexpressly, for itself and Affiliates, acknowledges that 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 amounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this Agreement. 2.08 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, estoppel or otherwise, any license or other than as expressly provided under this Article 2right or interest in or to any information, data, know-how, materials, patent applications, patents or other forms of intellectual property owned or controlled by Schering and/or its Affiliates.

Grant of Rights. 2.01 Provided that the payments under Section 5.01 have been made and made, the bank guarantee under Section 11.02 and Exhibit 4 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 2 5 hereto a royalty‐bearingroyalty-bearing, non‐transferablenon-transferable, non‐assignablenon-assignable, non‐exclusive non-exclusive license, with no right to grant sublicenses, under the Licensed PatentsLTE Essential Patent Claims, to Manufacture, use, import, purchase, offer to Sell, Sell, or otherwise dispose of Licensed Products in the Licensed 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 2 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 with and all AffiliatesLicensee Affiliates as of the Effective Date. 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 2 5 and with an updated authenticated organization chart showing the relationship of Licensee with and all Licensee Affiliates. Should Licensee acquire or create a new Licensee Affiliate, such new Licensee Affiliate will automatically become licensed under this the Agreement, and provided, however, that within thirty (30) Days of such acquisition or creation: (ia) Licensee shall inform Sisvel of any activities under the Licensed LTE Essential Patents by the new Licensee Affiliate prior to the date it became an a Licensee Affiliate; (iib) Licensee shall impose on any such new Licensee Affiliate the obligations set forth in this Agreement and obtain obtains the agreement of such new Licensee Affiliate to adhere to such obligations; (iiic) 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; (ivd) Licensee shall provide Sisvel with a full past due royalty statement with respect to any activities under Licensed LTE Essential Patents by the new Affiliate such entity prior to the date it became an a Licensee Affiliate; and (ve) 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 the requirements of this Agreement. Licensee’s failure Failure to comply with (ia) through (ve) 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 for Saleto Sell, Sold, or otherwise disposed of at any time by Licensee or Affiliates. For the avoidance of doubt, the license granted under this Article 2 of this Agreement to an a Licensee Affiliate shall remain in effect only for the time that such entity is an 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 an a Licensee Affiliate. 2.04 Provided that the payments under Section 5.01 have been made and made, the bank guarantee under Section 11.02 and Exhibit 4 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 2 5 from any and all claims of infringement of the Licensed Patents LTE Essential Patent Claims, limited to the Licensed LTE Field and arising out of the Licensed Products Manufactured, used, imported, purchased, 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) 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 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. 2.05 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 Licensed LTE Essential Patent outside the Licensed LTE Field. For the avoidance of doubt, no rights are granted under this Agreement with respect to any standards other than the Wireless StandardsLTE Standard. 2.06 No rights granted under this Agreement extend to any third party product or process conforming to the Wireless Standards LTE Standard and covered by the Licensed LTE Essential Patents merely because it is used used, purchased, 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 Licensee Affiliates and in breach of Section 11.01 below 11.01, and therefore such products are not licensed and are not subject to the payment (except for the amounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this AgreementAgreement (except for amounts due pursuant to Section 10.06 below). 2.08 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise, other than as expressly provided under Article 2 of this Article 2Agreement.

Grant of Rights. 2.01 Provided that In consideration of the payments under Section 5.01 have been made receipt of an Activation Letter specifying the Compound and the bank guarantee under Section 11.02 Route of Administration to be licensed and Exhibit 4 hereto has been provided simultaneous receipt of the first Milestone payment by Emisphere (both from Lilly), the receipt and adequacy of which is acknowledged by Emisphere to SisvelLilly by Emisphere's acceptance of the Activation Letter and Milestone payment, and subject Emisphere grants to Lilly for the terms and conditions term of this Agreement, Sisvel grants Licensee and Affiliates identified in Exhibit 2 hereto a royalty‐bearing, non‐transferable, non‐assignable, non‐exclusive license, with no right : 2.1 an exclusive license to grant sublicenses, under use (a) the Licensed Emisphere Patents, 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 Emisphere Program Patents and Emisphere's share of the Effective Date identified in Exhibit 2 heretoJoint Patents for the Field, and Licensee will impose on such Affiliates (b) the obligations set forth in this Agreement Emisphere Know-How, the Emisphere Program Know-How and will obtain Emisphere's share of the agreement Joint Know-How for the Field. All proprietary rights and rights 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 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 adhere to such obligations; (iii) upon request of Sisvel, Licensee and 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 ownership with respect to any activities under Licensed Patents by the new Affiliate prior to the date it became an Affiliate; Emisphere Technology and (v) Licensee Emisphere Program Technology shall provide Sisvel at all times remain solely with royalty payments for Licensed Products Sold by such new Affiliate Emisphere unless otherwise specified in accordance with such past due royalty statement and the requirements of this Agreement. Licensee’s failure Lilly shall not have any rights to comply with (i) through (v) above shall be considered a material breach of this Agreementuse the Emisphere Technology or Emisphere Program Technology other than insofar as they relate directly to the Field and are expressly granted herein. 2.03 Licensee and all Affiliates licensed hereunder will be liable jointly and severally for any payments due under this Agreement for Licensed Products Manufactured2.2 Subject to Clause 6.3, used, imported, offered for Sale, Sold, or otherwise disposed of at any time Lilly shall have the right to sublicense the rights granted to it 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 Patents limited to the Licensed 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 Emisphere pursuant to this Agreement. The Parties specifically agree 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 nothing 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 this Agreement prevents Sisvel the relevant Appendix of the Option Agreement. If Emisphere does not receive payment from seeking and obtaining royalties from any third party from or to which Licensee has purchased or Sold Licensed Products for which 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 paidremitted. If unforeseen circumstances result in a sublicensee not reporting to Lilly, regardless the amount of whether their Net Sales such products are listed 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 statement(s) attached 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 license to use the Lilly Technology and the Lilly Program Technology. All proprietary rights and rights of ownership with respect to the 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 Lilly Technology or the Lilly Program Technology other than insofar as expressly granted herein. 2.05 Licensee, for itself and Affiliates, acknowledges that 2.4 Emisphere shall have no right to sublicense the rights granted herein are limited to the Licensed Field, and Licensee, for itself and Affiliates, acknowledges that no rights granted herein shall apply it by Lilly pursuant 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 amounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this Agreement. 2.08 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise, other than as expressly provided under this Article 2authorized by Lilly. Insofar as the obligations owed by Emisphere to Lilly are concerned, Emisphere shall remain responsible for all acts and omissions of any approved sub-licensee as if they were by Emisphere.

Grant of Rights. 2.01 Provided that the payments under Section 5.01 have been made and the bank guarantee under Section 11.02 11.05 and Exhibit 4 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 2 3 hereto a royalty‐bearingroyalty- bearing, non‐transferablenon-transferable, non‐assignablenon-assignable, non‐exclusive non-exclusive license, with no right to grant sublicensessublicenses or any other allowances, under the Licensed DVB-S2 Listed Patents, to Manufacture, use, import, offer to Sell, Sell, or otherwise dispose of Licensed Products in the Licensed 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 2 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 2 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 Licensed DVB-S2 Listed Patents by the new Licensee Affiliate within a period of six (6) years prior to 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 adhere to such obligations; (iii) 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; (iv) Licensee shall provide Sisvel with a full past due royalty statement with respect to any activities under Licensed 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 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 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 ARTICLE 2 to an a Licensee Affiliate shall remain in effect only for the time that such entity is an 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 an a Licensee Affiliate. 2.04 2.05 Provided that the payments under Section 5.01 have been made and the bank guarantee under Section 11.02 11.05 and Exhibit 4 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 2 3 from any and all claims of infringement of the Licensed DVB-S2 Listed Patents limited to the Licensed 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 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 royalty statement(s) attached to this Agreement. 2.05 2.06 Licensee, for itself and Licensee Affiliates, acknowledges that the 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 Licensed DVB-S2 Essential Patent Claim outside the Licensed DVB-S2 Field. For the avoidance of doubt, no rights are granted under this Agreement with respect to any standards other than the Wireless StandardsDVB-S2 Standard. 2.06 2.07 No rights granted under this Agreement extend to any third party product or process conforming to the Wireless Standards 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 Patents Product of Licensee or a Licensee Affiliate. No rights granted under this Agreement extend to any receiver or decoder merely because it is used or Sold in combination with a Licensed Product of 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. 2.07 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 breach of Section 11.01 below and therefore such 3.06 infra. Such products are not licensed and are not subject to the payment (except for the amounts due pursuant to Section 10.05 belowinfra) and reporting obligations of Licensee under this Agreement. 2.08 2.09 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise, other than as expressly provided under this Article ARTICLE 2.

Grant of Rights. 2.01 Provided that 2.1 For 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 SisvelTerm, and subject to the terms and conditions of this Agreement, Sisvel PBL hereby grants Licensee to DICERNA and Affiliates identified in Exhibit 2 hereto its Affiliates, a royalty‐bearingnon-exclusive, non‐transferableworld-wide, non‐assignable, non‐exclusive license, with no right sublicensable (subject to grant sublicenses, Section 2.3) license under the Licensed PatentsIntellectual Property to (i) use, to Manufacturesell, useoffer for sale, make, have made, import, offer to Sell, Sell, or export and otherwise dispose of Licensed Products in the Licensed Field and (ii) to engage in the research, screening, discovery, development and testing in connection with the Licensed Products in the Licensed 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. 2.02 The license granted 2.2 During the term, DICERNA may nominate [***] SRM(s), by written notice specifying such SRM(s) to Affiliates in Section 2.01 is limited PBL at any time prior to those Affiliates as an IND being filed for such SRM(s) by DICERNA. Notwithstanding the foregoing, DICERNA shall nominate [***] within [***] of the Effective Date identified Date. Subject to payment by DICERNA of the relevant fees and royalties as detailed in Exhibit 2 heretoArticle 3 below, and Licensee the Licence will impose on come into effect for such Affiliates the obligations set forth in this Agreement and nominated SRM(s). Where a nominated SRM designates [***] then such Licence will obtain the agreement of such Affiliates be only 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 product forms that such organization chart is complete and accurate. Within thirty (30) Days of employ [***] may claim benefit from 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 fees already paid 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 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 adhere to such obligations; (iii) upon request of Sisvel, Licensee and 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 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 2.3 DICERNA shall have the right, in respect of 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 all Affiliates licensed hereunder will 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 to grant a third party access to the Licensed 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 obligations on DICERNA under this Agreement. DICERNA shall notify PBL in writing within [***] of entering into any such sublicense agreement, identifying the sublicensee and the number of Licensed Product(s) involved. DICERNA shall be liable jointly and severally for to PBL in respect of any payments due under sublicensee act(s) resulting in a breach of this Agreement for Licensed Products Manufactured, used, imported, offered for Sale, Sold, or otherwise disposed as if it had been a breach by DICERNA 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, . 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 forever discharges Licensee and Affiliates listed in Exhibit 2 from any and shall take all claims of infringement necessary steps at its own expense to enforce the terms of the Licensed Patents limited sublicense. 2.4 DICERNA and its sublicensees shall conspicuously display, to the Licensed Field and arising out extent such display does not conflict with any rules or requirements of the Licensed Products Manufacturedregulatory authorities, used, imported, offered for Sale, Sold, or otherwise disposed of by Licensee or Affiliates prior to the Effective Date which are listed in Table printed form: (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 directly on all packages containing any third party from or to which Licensee has purchased or Sold Licensed Products for which a royalty has not been paidto be sold or transferred to third parties, regardless of whether such products are listed in the royalty statement(s(b) attached directly on all literature accompanying Licensed Products to this Agreement. 2.05 Licensee, for itself and Affiliates, acknowledges that the rights granted herein are limited be sold or transferred to the Licensed Fieldthird parties, and Licensee(c) directly on all websites concerning Licensed Products, for itself the following notice: THESE MATERIALS ARE COVERED UNDER US PATENT 8,097,710, 8,258,285, 8,263,569 and Affiliates, acknowledges that no rights granted herein shall apply to any practice under any Licensed Patent outside 8,299,235 {amend as appropriate with the Licensed Fieldgrant of further patents}. For the avoidance of doubt, no rights are granted under this Agreement with respect to any standards other than the Wireless StandardsTHE PURCHASE OF THESE MATERIALS CONVEYS NO LICENSE UNDER SAID PATENTS OTHER THAN TO UTILIZE THE MATERIALS FOR THE PURPOSE FOR WHICH THEY ARE SOLD. 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 amounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this Agreement. 2.08 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise, other than as expressly provided under this Article 2.

Grant of Rights. 2.01 Provided 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 payments under Section 5.01 have been made right to grant said right and license and further there is no previous license of similar import presently in existence covering the bank guarantee under Section 11.02 Contract Territory. It is understood that Everlast may use the Licensed Marks on products other than the Licensed Products within the Contract Territory and Exhibit 4 hereto may also use the Licensed Marks outside the Contract Territory on the same classification of products as the Licensed Products. 2.2 Licensee shall 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, if Licensee learns that any of its customers or any sub-contractor has been provided exported Licensed Products from the Contract Territory, it shall cease selling Licensed Products to Sisvelsuch customer, and subject 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, Sisvel grants 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 Products specified in such orders are listed or portrayed in any such Everlast Product Catalog or flyer. 2.4 Licensee hereby recognizes and Affiliates identified acknowledges that Everlast is a party to license agreements with other licensees for the manufacture and distribution of various products in Exhibit 2 hereto 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 their best efforts to avoid any conflicts between Licensed Products and 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 royalty‐bearingparty, non‐transferable, non‐assignable, non‐exclusive license, with no Everlast reserves the right to grant sublicensesresolve such conflicts in its absolute discretion, under taking into account the Licensed Patents, intent of this Agreement with respect 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 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 adhere to such obligations; (iii) upon request of Sisvel, Licensee and 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 the requirements protection of this Agreementthe Everlast trademarks. Licensee’s failure to comply with (i) through (v) above Everlast's decisions in resolving any conflicts shall be considered a material breach of this Agreementfinal and binding. 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 2.5 In the performance 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 releasesand the design, acquitsformulation, marketing, advertising, labeling, sale and forever discharges Licensee and Affiliates listed in Exhibit 2 from any and all claims of infringement distribution of the Licensed Patents limited to Products, the Licensed Field Licensee shall at all times observe and arising out satisfy completely the requirements of all statutes, laws, ordinances, regulations and the Licensed Products Manufacturedlike of every national, usedstate, imported, offered for Sale, Soldprovincial, or otherwise disposed of by Licensee local governmental 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 governmental agency having 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 Agreementclaiming jurisdiction. 2.05 Licensee, for itself and Affiliates, acknowledges that 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 amounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this Agreement. 2.08 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise, other than as expressly provided under this Article 2.

Grant of Rights. 2.01 Provided that In consideration of the payments under Section 5.01 have been made receipt of the Activation Letter specifying the Compound and the bank guarantee under Section 11.02 Route of Administration to be licensed and Exhibit 4 hereto has been provided simultaneous receipt of the first Milestone payment by Emisphere (both from Lilly), the receipt and adequacy of which is acknowledged by Emisphere to SisvelLilly by Emisphere's acceptance of the Activation Letter and Milestone payment, and subject Emisphere grants to Lilly for the terms and conditions term of this Agreement, Sisvel grants Licensee and Affiliates identified in Exhibit 2 hereto a royalty‐bearing, non‐transferable, non‐assignable, non‐exclusive license, with no right : 2.1 an exclusive license to grant sublicenses, under use (a) the Licensed Emisphere Patents, 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 Emisphere Program Patents and Emisphere's share of the Effective Date identified in Exhibit 2 heretoJoint Patents for the Field, and Licensee will impose on such Affiliates (b) the obligations set forth in this Agreement Emisphere Know-How, the Emisphere Program Know-How and will obtain Emisphere's share of the agreement Joint Know-How for the Field. All proprietary rights and rights 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 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 adhere to such obligations; (iii) upon request of Sisvel, Licensee and 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 ownership with respect to any activities under Licensed Patents by the new Affiliate prior to the date it became an Affiliate; Emisphere Technology and (v) Licensee Emisphere Program Technology shall provide Sisvel at all times remain solely with royalty payments for Licensed Products Sold by such new Affiliate Emisphere unless otherwise specified in accordance with such past due royalty statement and the requirements of this Agreement. Licensee’s failure Lilly shall not have any rights to comply with (i) through (v) above shall be considered a material breach of this Agreementuse the Emisphere Technology or Emisphere Program Technology other than insofar as they relate directly to the Field and are expressly granted herein. 2.03 Licensee and all Affiliates licensed hereunder will be liable jointly and severally for any payments due under this Agreement for Licensed Products Manufactured2.2 Subject to Clause 6.3, used, imported, offered for Sale, Sold, or otherwise disposed of at any time Lilly shall have the right to sublicense the rights granted to it 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 Patents limited to the Licensed 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 Emisphere pursuant to this Agreement. The Parties specifically agree 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 nothing 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 this Agreement prevents Sisvel the relevant Appendix of the Option Agreement. If Emisphere does not receive payment from seeking and obtaining royalties from any third party from or to which Licensee has purchased or Sold Licensed Products for which 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 paidremitted. If unforeseen circumstances result in a sublicensee not reporting to Lilly, regardless the amount of whether their Net Sales such products are listed 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 statement(s) attached 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 license to use the Lilly Technology and the Lilly Program Technology. All proprietary rights and rights of ownership with respect to the 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 Lilly Technology or the Lilly Program Technology other than insofar as expressly granted herein. 2.05 Licensee, for itself and Affiliates, acknowledges that 2.4 Emisphere shall have no right to sublicense the rights granted herein are limited to the Licensed Field, and Licensee, for itself and Affiliates, acknowledges that no rights granted herein shall apply it by Lilly pursuant 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 amounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this Agreement. 2.08 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise, other than as expressly provided under this Article 2authorized by Lilly. Insofar as the obligations owed by Emisphere to Lilly are concerned, Emisphere shall remain responsible for all acts and omissions of any approved sub-licensee as if they were by Emisphere.

Grant of Rights. 2.01 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 subject to the terms and conditions of this Agreement, Sisvel grants Licensee and Affiliates identified in Exhibit 2 hereto a royalty‐bearingroyalty-bearing, non‐transferablenon-transferable, non‐assignablenon-assignable, non‐exclusive non-exclusive license, with no right to grant sublicenses, under the Licensed Patents, 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 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 adhere to such obligations; (iii) upon request of Sisvel, Licensee and 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 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 Patents limited to the Licensed 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. 2.05 Licensee, for itself and Affiliates, acknowledges that 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 amounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this Agreement. 2.08 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise, other than as expressly provided under this Article 2.and

Grant of Rights. 2.01 Provided that the payments under Section 5.01 have been made and the bank guarantee under Section 11.02 11.05 and Exhibit 4 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 2 3 hereto a royalty‐bearingroyalty-bearing, non‐transferablenon-transferable, non‐assignablenon-assignable, non‐exclusive non-exclusive license, with no right to grant sublicensessublicenses or any other allowances, under the Licensed PatentsDVB-SIS Listed Patents in the DVB-SIS Field, to Manufacture, use, import, offer to Sell, Sell, or otherwise dispose of Licensed Products in the Licensed FieldProducts. 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 2 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 >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 2 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 Licensed DVB-SIS Listed Patents by the new Licensee Affiliate prior to the date it became an 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 adhere to such obligations; (iii) 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; (iv) Licensee shall provide Sisvel with a full past due royalty statement with respect to any activities under Licensed DVB-SIS Listed Patents by the new Licensee Affiliate prior to the date it became an 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 the requirements of this Agreement. Licensee’s failure to comply LŝĐĞŶƐailĞurĞe t͛o Ɛcom pĨly with (i) through (v) above shall be considered a material breach of this Agreement. 2.03 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 ARTICLE 2 to an a Licensee Affiliate shall remain in effect only for the time that such entity is an 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 an a Licensee Affiliate. 2.04 2.05 Provided that the payments under Section 5.01 have been made and the bank guarantee under Section 11.02 11.05 and Exhibit 4 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 2 3 from any and all claims of infringement of the Licensed DVB-SIS Listed Patents limited to the Licensed 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. 2.05 2.06 Licensee, for itself and Licensee Affiliates, acknowledges that the rights granted herein are limited to the Licensed DVB-SIS Field, and Licensee, for itself and Licensee Affiliates, acknowledges that no rights granted herein shall apply to any practice under any Licensed DVB-SIS Essential Patent Claim outside the Licensed DVB-SIS Field. For the avoidance of doubt, no rights are granted under this Agreement with respect to any standards other than the Wireless StandardsDVB-SIS Standard. 2.06 2.07 No rights granted under this Agreement extend to any third party product or process conforming to the Wireless Standards DVB-SIS Standard and covered by the Licensed Patents DVB-SIS Essential Patent Claims merely because it is used or Sold in combination with a Licensed 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. 2.07 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 breach of Section 11.01 below 3.06 infra and therefore such products are not licensed and are not subject to the payment (except for the amounts due pursuant to Section 10.05 belowinfra) and reporting obligations of Licensee under this Agreement. 2.08 2.09 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise, other than as expressly provided under this Article ARTICLE 2.

Grant of Rights. 2.01 Provided Municipality does hereby grant a revocable license to use and occupy the street right of ways of Municipality at the locations listed on the Location List attached hereto, 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 the payments under Section 5.01 have been made and the bank guarantee under Section 11.02 and Exhibit 4 hereto each location has been provided to Sisvel, and subject specifically approved by Municipality. Pursuant to the terms and conditions grant of this Agreement, Sisvel grants Licensee and Affiliates identified in Exhibit 2 hereto a royalty‐bearing, non‐transferable, non‐assignable, non‐exclusive revocable license, with no right to grant sublicenses, under the Licensed Patents, to Manufacture, use, import, offer to Sell, Sell, or otherwise dispose of Licensed Products LANTA in the Licensed Field. 2.02 The license granted to Affiliates in Section 2.01 is limited to those Affiliates as performance 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 its responsibilities under this AgreementLicense 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 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 approvals prior to the date it became erection of any transit shelter; and (c) All shelter locations shall require a separate 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-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 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 adhere to such obligations; (iii) upon request of Sisvel, Licensee and such new Affiliate shall execute an addendum to this Agreement wherein such new Affiliate infrastructure improvement project. XXXXX agrees to be bound by all 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 terms of this Agreement; (iv) Licensee Section, then in such event the City shall provide Sisvel with have the right to remove the shelter. The City’s reasonable cost to remove such 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 the requirements of this Agreement. Licensee’s failure to comply with (i) through (v) above shelter shall be considered a material breach promptly paid by LANTA after receipt of this Agreement.an invoice reflecting the removal cost from the City; and 2.03 Licensee and all Affiliates licensed hereunder will (h) In the event that any transit shelter must be liable jointly and severally removed for any payments due under this Agreement for Licensed Products Manufacturedreason, usedLANTA shall promptly remove the transit shelter and restore the sidewalk, imported, offered for Sale, Sold, walkway or otherwise disposed of at any time curb as directed 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 AffiliateMunicipality. 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 Patents limited to the Licensed 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. 2.05 Licensee, for itself and Affiliates, acknowledges that 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 amounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this Agreement. 2.08 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise, other than as expressly provided under this Article 2.

Grant of Rights. 2.01 Provided that In consideration of the payments under Section 5.01 have been made receipt of the Activation Letter specifying the Compound and the bank guarantee under Section 11.02 Route of Administration to be licensed and Exhibit 4 hereto has been provided simultaneous receipt of the first Milestone payment by Emisphere (both from Lilly), the receipt and adequacy of which is acknowledged by Emisphere to SisvelLilly by Emisphere's acceptance of the Activation Letter and Milestone payment, and subject Emisphere grants to Lilly for the terms and conditions term of this Agreement, Sisvel grants Licensee and Affiliates identified in Exhibit 2 hereto a royalty‐bearing, non‐transferable, non‐assignable, non‐exclusive license, with no right : 2.1 an exclusive license to grant sublicenses, under use (a) the Licensed Emisphere Patents, 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 Emisphere Program Patents and Emisphere's share of the Effective Date identified in Exhibit 2 heretoJoint Patents for the Field, and Licensee will impose on such Affiliates (b) the obligations set forth in this Agreement Emisphere Know-How, the Emisphere Program Know-How and will obtain Emisphere's share of the agreement Joint Know-How for the Field. All proprietary rights and rights 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 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 adhere to such obligations; (iii) upon request of Sisvel, Licensee and 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 ownership with respect to any activities under Licensed Patents the Emisphere Technology and Emisphere Program Confidentiality Requested by the new Affiliate prior to the date it became an Affiliate; and (v) Licensee Emisphere Technologies, Inc. SEC File No. 1-10615 Technology shall provide Sisvel at all times remain solely with royalty payments for Licensed Products Sold by such new Affiliate Emisphere unless otherwise specified in accordance with such past due royalty statement and the requirements of this Agreement. Licensee’s failure Lilly shall not have any rights to comply with (i) through (v) above shall be considered a material breach of this Agreementuse the Emisphere Technology or Emisphere Program Technology other than insofar as they relate directly to the Field and are expressly granted herein. 2.03 Licensee and all Affiliates licensed hereunder will be liable jointly and severally for any payments due under this Agreement for Licensed Products Manufactured2.2 Subject to Clause 6.3, used, imported, offered for Sale, Sold, or otherwise disposed of at any time Lilly shall have the right to sublicense the rights granted to it 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 Patents limited to the Licensed 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 Emisphere pursuant to this Agreement. The Parties specifically agree 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 nothing 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 this Agreement prevents Sisvel the relevant Appendix of the Option Agreement. If Emisphere does not receive payment from seeking and obtaining royalties from any third party from or to which Licensee has purchased or Sold Licensed Products for which 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 paidremitted. If unforeseen circumstances result in a sublicensee not reporting to Lilly, regardless the amount of whether their Net Sales such products are listed 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 statement(s) attached 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 license to use the Lilly Technology and the Lilly Program Technology. All proprietary rights and rights of ownership with respect to the 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 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 2.05 Licensee, for itself and Affiliates, acknowledges that 2.4 Emisphere shall have no right to sublicense the rights granted herein are limited to the Licensed Field, and Licensee, for itself and Affiliates, acknowledges that no rights granted herein shall apply it by Lilly pursuant 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 amounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this Agreement. 2.08 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise, other than as expressly provided under this Article 2authorized by Lilly. Insofar as the obligations owed by Emisphere to Lilly are concerned, Emisphere shall remain responsible for all acts and omissions of any approved sub-licensee as if they were by Emisphere.

Grant of Rights. 2.01 Provided that the payments under Section 5.01 have been made and the bank guarantee under Section 11.02 11.05 and Exhibit 4 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 2 3 hereto a royalty‐bearingroyalty-bearing, non‐transferablenon-transferable, non‐assignablenon-assignable, non‐exclusive non-exclusive license, with no right to grant sublicensessublicenses or any other allowances, under the Licensed DVB-S2 Listed Patents, to Manufacture, use, import, offer to Sell, Sell, or otherwise dispose of Licensed Products in the Licensed 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 2 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 2 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 Licensed DVB-S2 Listed Patents by the new Licensee Affiliate within a period of six (6) years prior to 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 adhere to such obligations; (iii) 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; (iv) Licensee shall provide Sisvel with a full past due royalty statement with respect to any activities under Licensed 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 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 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 ARTICLE 2 to an a Licensee Affiliate shall remain in effect only for the time that such entity is an 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 an a Licensee Affiliate. 2.04 2.05 Provided that the payments under Section 5.01 have been made and the bank guarantee under Section 11.02 11.05 and Exhibit 4 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 2 3 from any and all claims of infringement of the Licensed DVB-S2 Listed Patents limited to the Licensed 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 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 royalty statement(s) attached to this Agreement. 2.05 2.06 Licensee, for itself and Licensee Affiliates, acknowledges that the 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 Licensed DVB-S2 Essential Patent Claim outside the Licensed DVB-S2 Field. For the avoidance of doubt, no rights are granted under this Agreement with respect to any standards other than the Wireless StandardsDVB-S2 Standard. 2.06 2.07 No rights granted under this Agreement extend to any third party product or process conforming to the Wireless Standards 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 Patents Product of Licensee or a Licensee Affiliate. No rights granted under this Agreement extend to any receiver or decoder merely because it is used or Sold in combination with a Licensed Product of 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. 2.07 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 breach of Section 11.01 below and therefore such 3.06 infra. Such products are not licensed and are not subject to the payment (except for the amounts due pursuant to Section 10.05 belowinfra) and reporting obligations of Licensee under this Agreement. 2.08 2.09 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise, other than as expressly provided under this Article ARTICLE 2.

Grant of Rights. 2.01 Provided that (A) HTVN hereby grants to the payments Company a worldwide, perpetual, fully-paid license to use and exploit the HyperTV Technology, which license shall be exclusive (subject to the rights of Clients, HTVN and Livewire hereunder and under Section 5.01 have been made the Cooperative Venture Agreement) in the Field of Use. HTVN and the bank guarantee under Section 11.02 Company hereby grant (and Exhibit 4 hereto has been provided each, individually, hereby grants) to SisvelLivewire a worldwide, perpetual, fully-paid license to use and exploit the HyperTV Technology, which license shall be exclusive (subject to the rights of Clients, HTVN and the Company hereunder and under the Cooperative Venture Agreement) to provide Authoring Services and Hosting Services in the Field of Use. (B) HTVN and Livewire hereby grant to the Company limited licenses to use and reproduce any HTVN and Livewire trademarks or tradenames as necessary for the purpose of allowing the Company to fully promote, distribute, market and sell the HyperTV Technology in the Field of Use in accordance with the terms and conditions of this the Cooperative Venture Agreement. The Company expressly acknowledges that all rights with respect to the HTVN and Livewire trademarks are reserved to and shall reside in HTVN and Livewire, Sisvel grants Licensee respectively. To the extent that approval or licenses to the foregoing trademarks and tradenames are necessary from Affiliates identified in Exhibit 2 hereto a royalty‐bearing, non‐transferable, non‐assignable, non‐exclusive license, with no right to grant sublicenses, under of HTVN and/or Livewire for the Licensed Patents, 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 Affiliateaforementioned purposes, such new Affiliate will automatically become licensed under this Agreement, and approval or licenses shall be obtained by HTVN and/or Livewire within thirty (30) Days days from the execution of such acquisition this Agreement without cost to the Company. (C) All products and services that are marketed, sold or creation: (i) Licensee utilized in any manner and that incorporate in any manner all or any part of HyperTV Technology within the license granted hereunder will bear a proprietary rights notice, in form and substance satisfactory to HTVN, which shall inform Sisvel be sufficient in HTVN's judgment, to protect its rights and interest in the rights granted by HTVN to Licensees pursuant hereto. Licensees further AGREE to give proper notice of trademarks, patents or other copyrights, where applicable, in connection with the use by Licensees of any activities rights hereunder. Licensees agree to xxxx all products/services and related materials, which incorporate all or any part of the HyperTV Technology under the Licensed Patents by the new Affiliate prior to the date it became an Affiliate; (ii) Licensee shall impose on any such new Affiliate the obligations set forth license granted in this Agreement and obtain the agreement of such new Affiliate to adhere to such obligations; (iii) upon request of Sisvel, Licensee and 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 the requirements of this Agreement. Licensee’s failure Such xxxx shall specifically refer 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 word "Patent(s)" and the bank guarantee under Section 11.02 number(s) of the patents 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 patents pending listed in Exhibit 2 from any and all claims of infringement of the Licensed Patents limited B to the Licensed 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 Cooperative Venture Agreement. 2.05 Licensee, for itself and Affiliates, acknowledges that 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 amounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this Agreement. 2.08 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise, other than as expressly provided under this Article 2.

Grant of Rights. 2.01 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 subject 2.1 Subject to the terms and conditions of this Agreement, Sisvel Licensor hereby grants to Licensee the right and Affiliates identified in Exhibit 2 hereto a royalty‐bearing, non‐transferable, non‐assignable, non‐exclusive license, with no right to grant sublicenses, under during the Licensed Patents, 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 term of this Agreement, Licensee will provide Sisvel with an authenticated organization chart showing to: (a) prepare derivative works based upon the relationship of Licensee with all Affiliates. Licensee represents that such organization chart is complete Copyrighted Works; and (b) reproduce, distribute, display and accurate. Within thirty (30) Days of transmit the Copyrighted Works and any change derivative works thereof, but only in the identity or structure Territory and only in connection with the marketing and sale of any AffiliatesServices and New Services; except that, 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 the date it became an Affiliate; (ii) Licensee shall impose on any such new Affiliate the obligations set forth 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 obtain between Licensor and Licensee. 2.2 Licensee shall only have the agreement right to grant non-exclusive restricted sublicenses of such new Affiliate its Section 2.1(a) rights to adhere to such obligations; Dealers, provided, however, that (iiiA) upon request of Sisvel, Licensee and such new Affiliate the rights granted shall execute an addendum to not be inconsistent with or more extensive in scope or manner than Licensee's rights under this Agreement wherein such new Affiliate agrees to or in violation of any other restriction imposed on Licensee under any other agreements with Licensor, (B) Licensee will be bound by all directly liable for any acts of Dealers which violate the terms of this Agreement; , (ivC) 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 shall provide Sisvel with will not appoint as a full past due royalty statement with respect Dealer (i) any party listed in or covered by Schedule 3, Paragraph 8, or (ii) any Affiliate (as that term is defined in the 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 obligations of this Section in a written instrument approved by Licensor, which instrument Licensee will require all Dealers appointed following execution hereof to sign (except Licensor). 2.3 Licensor will not itself use or grant to any activities under Licensed Patents by other party the new Affiliate prior right to use the date it became an Affiliate; and Copyrighted Works for One-Way Consumer Rental Business (v) Licensee shall provide Sisvel with royalty payments for Licensed Products Sold by such new Affiliate except Licensor may use the Marks as a Dealer in accordance with such past due royalty statement the Dealer Agreement between Licensor and Licensee dated October 17, 1996 ("Dealer Agreement")), One-Way Light Commercial Rental Business (except Licensor may use the requirements Marks as a Dealer in accordance with the Dealer Agreement) or Move Management Business. For purposes 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 ManufacturedSection 2.3 only, 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 Patents limited to the Licensed 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. 2.05 Licensee, for itself and Affiliates, acknowledges that 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 amounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this Agreement. 2.08 It is understood and agreed that no license 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 One-Way Consumer Rental Business. 2.4 Licensor will not grant to any party who is not affiliated with Licensor the right to use the Copyrighted Works for Local Light Commercial Rental Business. For the purposes of this Section 2.4, "affiliated" shall mean, for the duration of the Term hereof, any other party in which Licensor has at least a fifty percent (50%) economic interest and which Licensor directly, or immunity through one or more intermediaries, controls or is granted 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 Party hereto to another Party heretosuch member or trust. As used in this definition, either "control" (including, with a correlative meaning "under common control with") shall mean possession, directly or by implication, estoppelindirectly, or power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interest, by contract or otherwise, other than as expressly provided under this Article 2).

Grant of Rights. 2.01 Provided that the payments under Section 5.01 have been made 3.01 PHS hereby grants and the bank guarantee under Section 11.02 and Exhibit 4 hereto has been provided to SisvelLicensee accepts, and subject to the terms and conditions of this Agreement, Sisvel grants a nonexclusive license to Licensee and Affiliates identified in Exhibit 2 hereto a royalty‐bearing, non‐transferable, non‐assignable, non‐exclusive license, with no right to grant sublicenses, under the Licensed PatentsPatent Rights in the Licensed Territory to make and have made, to Manufactureuse and have used, useto sell and have sold, importto import and have imported, and to offer to Sell, Sell, or otherwise dispose of for sale any Licensed Products in the Licensed FieldFields of Use and to practice and have practiced any Licensed Processes in the Licensed Fields of Use. 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 3.02 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 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 adhere to such obligations; (iii) upon request of Sisvel, Licensee and 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 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 Patents limited to the Licensed 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. 2.05 Licensee, for itself and Affiliates, acknowledges that 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 amounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this Agreement. 2.08 It is understood and agreed that confers no license or immunity is granted by any Party hereto to another Party hereto, either directly or rights by implication, estoppel, or otherwise, otherwise under any patent applications or patents of PHS other than the Licensed Patent Rights regardless of whether such patents are dominant or subordinate to Licensed Patent Rights. 3.03 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 in addition to the Licensed Patent Rights as expressly provided to which Licensee has proprietary rights. 3.04 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 4.01, 6.01, 8.01, 8.02, 10.05, and 11.07-11.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 3.05 Any sublicenses granted by Licensee shall provide for the termination of the sublicense, or the conversion to 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 contingent upon acceptance by the sublicensee of the remaining provisions of this Article 2Agreement. 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. 2.01 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 subject A. Subject to the terms and conditions provisions of this Agreement, Sisvel PROGINET hereby grants Licensee to DISTRIBUTOR the following non-exclusive, non-transferable rights in the TERRITORY (See EXHIBIT C): 1. the right to market and Affiliates identified offer for sale licenses of PRODUCTS from PROGINET to CLIENT(S); 2. the right and license to use the PRODUCTS for demonstration purposes to the CLIENT(S); and B. The rights referred to in Exhibit 2 hereto a royalty‐bearingSECTION 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, non‐transferable, non‐assignable, non‐exclusive license, sell, install and service the PRODUCTS for any CLIENT, either directly or 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 no right Proginet. That prospect will be "protected" for a period of up to grant sublicensesninety (90) days. D. Any dispute between DISTRIBUTOR and any other representative, under agent or DISTRIBUTOR of PROGINET shall be arbitrated by PROGINET, in its sole discretion, in accordance with the Licensed Patentswritten agreements between Proginet and its DISTRIBUTOR(s), and PROGINET'S then-current marketing policies. This relates only to ManufactureDISTRIBUTOR to DISTRIBUTOR Disputes. PROGINET'S decision regarding such dispute shall be final and binding on the parties involved. PROGINET will establish and issue procedures to be followed by all parties to mitigate conflict between all such parties. E. Any dispute, use, import, offer to Sell, Sellcontroversy or claim arising out of or in connection with this Agreement between DISTRIBUTOR and PROGINET, or otherwise dispose of Licensed Products any breach thereof, shall be settled exclusively and finally by arbitration in accordance with the Licensed Field. 2.02 The license granted to Affiliates in Section 2.01 is limited to those Affiliates as commercial arbitration rules of the Effective Date identified in Exhibit 2 heretoAmerican Arbitration Association, and Licensee will impose 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 such Affiliates the obligations parties hereto and shall not be subject to any appeal. All limitations of liability 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 shall be binding and given full force and effect in any such arbitration. The fees and expenses of any arbitration hereunder, including of the arbitrator, shall be advanced equally by the parties, and each party shall be responsible for its own attorneys' fees in connection with an authenticated organization chart showing arbitration. Notwithstanding the relationship of Licensee with foregoing, the parties' final responsibility for all Affiliates. Licensee represents that such organization chart is complete arbitration fees 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 related attorneys' fees 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 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 adhere to such obligations; (iii) upon request of Sisvel, Licensee and 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 the requirements of this Agreement. Licensee’s failure to comply with (i) through (v) above expenses 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 Patents limited to the Licensed 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. 2.05 Licensee, for itself and Affiliates, acknowledges that 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 final decision of the amounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this Agreementarbitrator. 2.08 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise, other than as expressly provided under this Article 2.

Grant of Rights. 2.01 Provided 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 payments under Section 5.01 have been made right to grant said right and license and further, that there is no previous license of similar import presently in existence covering the bank guarantee under Section 11.02 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 Exhibit 4 hereto may also use the Licensed Marks outside the Contract Territory on the same classification of products as the Licensed Products. 2.2 Licensee shall 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, if Licensee learns that any of its customers or any sub-contractor has been provided exported Licensed Products from the Contract Territory, it shall cease selling Licensed Products to Sisvelsuch customer, and subject 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, Sisvel grants 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 Products 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, firm or corporation, as reflected in Licensee's quarterly reports. 2.4 Licensee hereby recognizes and Affiliates identified acknowledges that Everlast is a party to license agreements with other licensees for the manufacture and distribution of various products in Exhibit 2 hereto 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 their best efforts to avoid any conflicts between Licensed Products and 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 royalty‐bearingparty, non‐transferable, non‐assignable, non‐exclusive license, with no Everlast reserves the right to grant sublicensesresolve such conflicts in its absolute discretion, under taking into account the Licensed Patents, intent of this Agreement with respect 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 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 adhere to such obligations; (iii) upon request of Sisvel, Licensee and 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 the requirements protection of this Agreementthe Everlast trademarks. Licensee’s failure to comply with (i) through (v) above Everlast's decisions in resolving any conflicts shall be considered a material breach of this Agreementfinal and binding. 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 2.5 In the performance 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 releasesand the design, acquitsformulation, marketing, advertising, labeling, sale and forever discharges Licensee and Affiliates listed in Exhibit 2 from any and all claims of infringement distribution of the Licensed Patents limited to Products, the Licensed Field Licensee shall at all times observe and arising out satisfy completely the requirements of all statutes, laws, ordinances, regulations and the Licensed Products Manufacturedlike of every national, usedstate, imported, offered for Sale, Soldprovincial, or otherwise disposed of by Licensee local government 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 governmental agency having 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 Agreementclaiming jurisdiction. 2.05 Licensee, for itself and Affiliates, acknowledges that 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 amounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this Agreement. 2.08 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise, other than as expressly provided under this Article 2.

Grant of Rights. 2.01 Provided that 3.1 Subject to the payments assumption by Contractor of the obligations imposed on it by the Law and this Agreement, Contractor will be granted an Exploration Licence in the form set forth in Annex “C” over the Contract Area described in Annex “A” and shown on the map in Annex “B” hereof. 3.2 The Exploration Licence term shall consist of: 3.2.1 an initial term of six (6) years (“Initial Exploration Period”) counted from the first day of the first Calendar Month following the Effective Date; 3.2.2 two (2) successive renewals (“First Renewal Period” and “Second Renewal Period”) of two (2) years each upon written application therefor by Contractor, if Contractor so elects, to Competent Body not later than ninety (90) days prior to the expiration date of the Initial Exploration Period or the First Renewal Period, as the case may be, subject to the fulfilment of Contractor’s Minimum Work and Expenditure obligations for the then current Exploration Period, as specified in Article 4 hereunder. 3.3 Upon declaration by Contractor of achievement of a Commercial Discovery, within the Exploration Licence term, and approval thereof by the Management Committee pursuant to the provisions of paragraph 9.3(e), Competent Body will forthwith grant Contractor, upon application by the latter not later than thirty (30) days following the date of said approval, a Production Licence with respect to the area being the subject of such Commercial Discovery for a term of twenty (20) years. 3.4 Competent Body will grant, upon application therefor by Contractor not later than one (1) year prior to the expiration of any such Production Licence, an extension thereof for a five (5) year term. A further extension of up to five (5) years of any Production Licence may be granted, under Section 5.01 have been made contractual terms to be mutually agreed to. 3.5 Unless otherwise terminated in accordance with the terms of this Agreement and the bank guarantee under Section 11.02 and Exhibit 4 hereto Law, this Agreement shall terminate on the date as of which the last Production Licence has been provided to Sisvelexpired. 3.6 Contractor shall, and subject to the Law and the terms and conditions of this Agreementherein set forth, Sisvel grants Licensee and Affiliates identified in Exhibit 2 hereto a royalty‐bearing, non‐transferable, non‐assignable, non‐exclusive license, with no have the exclusive right to grant sublicenses, under conduct Petroleum Operations within the Licensed Patents, to Manufacture, use, import, offer to Sell, Sell, or otherwise dispose Contract Area for the term of Licensed Products in the Licensed Field. 2.02 The license Exploration Licence and any Production Licence 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 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 adhere to such obligations; (iii) upon request of Sisvel, Licensee and 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 the Law and the requirements of this Agreement. Licensee’s failure to comply with (i) through (v) above shall be considered a material breach provisions of this Agreement. 2.03 Licensee 3.7 Competent Body reserves the right to grant licences to third parties to prospect for, explore for and all Affiliates licensed hereunder will be liable jointly mine minerals other than Petroleum within the Contract Area, and severally for any payments due under this Agreement for Licensed Products Manufacturedfurther reserves to itself the right to so prospect, used, imported, offered for Sale, Sold, explore and mine directly. Contractor shall use its best efforts to avoid obstruction or otherwise disposed interference with such licensees’ or Competent Body’s operations and similarly Competent Body shall use its best efforts to ensure that its own operations or those of at any time by Licensee third parties do not obstruct or Affiliates. For interfere with Contractor’s Petroleum Operations within the avoidance of doubtContract Area. 3.8 If more than one Person comprises Contractor, the license granted under this Article 2 to an Affiliate shall remain in effect only for the time that such entity is an Affiliate duties 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 Patents limited to Persons constituting Contractor hereunder shall be the Licensed Field joint and arising out several liability of such Persons, save in respect of the Licensed Products Manufactured, used, imported, offered for Sale, Sold, or otherwise disposed payment 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 AgreementProfit Tax. 2.05 Licensee, for itself and Affiliates, acknowledges that 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 amounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this Agreement. 2.08 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise, other than as expressly provided under this Article 2.

Grant of Rights. 2.01 Provided that the payments under Section 5.01 have been made and the bank guarantee under Section 11.02 11.05 and Exhibit 4 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 2 3 hereto a royalty‐bearingroyalty-bearing, non‐transferablenon-transferable, non‐assignablenon-assignable, non‐exclusive non-exclusive license, with no right to grant sublicensessublicenses or any other allowances, under the Licensed PatentsDVB-SIS Listed Patents in the DVB-SIS Field, to Manufacture, use, import, offer to Sell, Sell, or otherwise dispose of Licensed Products in the Licensed FieldProducts. 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 2 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 2 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 Licensed DVB-SIS Listed Patents by the new Licensee Affiliate prior to the date it became an 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 adhere to such obligations; (iii) 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; (iv) Licensee shall provide Sisvel with a full past due royalty statement with respect to any activities under Licensed DVB-SIS Listed Patents by the new Licensee Affiliate prior to the date it became an 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 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 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 ARTICLE 2 to an a Licensee Affiliate shall remain in effect only for the time that such entity is an 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 an a Licensee Affiliate. 2.04 2.05 Provided that the payments under Section 5.01 have been made and the bank guarantee under Section 11.02 11.05 and Exhibit 4 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 2 3 from any and all claims of infringement of the Licensed DVB-SIS Listed Patents limited to the Licensed 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. 2.05 2.06 Licensee, for itself and Licensee Affiliates, acknowledges that the rights granted herein are limited to the Licensed DVB-SIS Field, and Licensee, for itself and Licensee Affiliates, acknowledges that no rights granted herein shall apply to any practice under any Licensed DVB-SIS Essential Patent Claim outside the Licensed DVB-SIS Field. For the avoidance of doubt, no rights are granted under this Agreement with respect to any standards other than the Wireless StandardsDVB-SIS Standard. 2.06 2.07 No rights granted under this Agreement extend to any third party product or process conforming to the Wireless Standards DVB-SIS Standard and covered by the Licensed Patents DVB-SIS Essential Patent Claims merely because it is used or Sold in combination with a Licensed 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. 2.07 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 breach of Section 11.01 below 3.06 infra and therefore such products are not licensed and are not subject to the payment (except for the amounts due pursuant to Section 10.05 belowinfra) and reporting obligations of Licensee under this Agreement. 2.08 2.09 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise, other than as expressly provided under this Article ARTICLE 2.

Grant of Rights. 2.01 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 subject to 1.1 Under the terms and conditions of this License Agreement, Sisvel and subject to the exceptions set forth in Section 1.6 below, Licensor hereby grants to Licensee an exclusive license permitting Licensee to use the Retained IP in the Territory, and Affiliates identified in Exhibit 2 hereto a royalty‐bearing, non‐transferable, non‐assignable, non‐exclusive to the extent Licensor has the right to grant such license, in any other parts of the world not included within the Territory, 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.” 1.2 Licensee shall not have the right to assign or sublicense any of the rights granted hereunder other than to a subsidiary of Licensee, provided, however, that no such assignment shall release the Licensee from any of its obligations hereunder. 1.3 Licensee shall have no right to grant sublicensesany other use of the Retained IP, under including, without limitation, in connection with the Licensed Patents, to Manufacture, use, import, offer to Sell, Sell, offering of any other goods or otherwise dispose of Licensed Products in the Licensed Fieldservices. 2.02 The license granted 1.4 All Articles shall bear the Retained IP in a manner approved by Licensor. (a) Notwithstanding anything herein to Affiliates in Section 2.01 is limited to those Affiliates as the contrary, until the effective date 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 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 adhere to such obligations; (iii) upon request of Sisvel, Licensee and 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 Name Change in accordance with such past due royalty statement 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 requirements “Corporate Name”) for 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 this Agreement. 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 failure information pertaining to comply with the Gift Business and (iy) through (v) above shall RB’s corporate information can be considered found. Licensor and Licensee agree that from the date that Licensor notifies Licensee that RB has established a material breach of this Agreement. 2.03 Licensee new website for its retained operations, 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 doubtone year thereafter, 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 Patents limited website corresponding to the Licensed Field and arising out of the Licensed Products Manufactured, used, imported, offered Domain Name will direct users to such new Licensor website 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 Agreementno consideration. 2.05 Licensee, for itself and Affiliates, acknowledges that 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 amounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this Agreement. 2.08 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise, other than as expressly provided under this Article 2.

Grant of Rights. 2.01 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 subject 2.1 Subject to the terms and conditions of this Agreement, Sisvel 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 right throughout the Territory, to create, print, bind, market, advertise, publish, and sell the English language version(s) of the Book. Licensee and Affiliates identified in Exhibit 2 hereto a royalty‐bearing, non‐transferable, non‐assignable, non‐exclusive license, with no shall have the right to grant sublicensespublish Licensee's existing backlist of "Sturdy Shape" titles of the Book, under 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 PatentsProperty "WINNIE THE POOH". For purposes of the preceding sentence, 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 "backlist titles" shall include all "Sturdy Shape" titles being published by Licensee as of the Effective Date identified 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 (including, 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 Exhibit 2 heretocharacter 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 its best efforts to maximize sales of the Book in the Territory during the Term (or any renewal thereof), and Licensee will impose on such Affiliates to support the obligations Licensed 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 this Agreement 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 will obtain marketing campaigns, and the agreement term of such Affiliates to adhere to such obligations. On license agreement overlaps with the Term (or before Licensee’s execution any extension thereof) of this Agreement, Licensee will provide Sisvel shall use its best efforts to ensure that Licensee's commitment to the Licensed 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 an authenticated organization chart showing the relationship Commission]. Further, and notwithstanding that this Agreement is non-exclusive, and provided that Licensee has satisfactorily performed the terms and conditions 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 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 days from the date upon which Licensor notifies Licensee of such acquisition format, or creation: 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 (i30) days after Licensee notifies Licensor of its intent to exercise its right of first refusal, Licensor shall inform Sisvel have the full right to license a third party to publish the new formats without further obligation to Licensee. For purposes of clarity, any activities books licensed to Licensee by Licensor under the Licensed Patents this right of first refusal shall be subject to a separate written agreement to be mutually negotiated by the new Affiliate prior to parties, and shall not be included within the date it became an Affiliate; (ii) Licensee shall impose on any such new Affiliate the obligations set forth in meaning of "Book" under this Agreement and obtain the agreement of such new Affiliate to adhere to such obligations; (iii) upon request of Sisvel, Licensee shall not apply towards meeting Licensee's Advance and 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 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 Guarantee obligations under this Agreement. Further, Sisvel hereby releasesLicensor shall not be obligated to offer to Licensee, acquitsas part of Licensee's right of first refusal, any color and activity or storybook concepts or ideas to the extent such disclosure violates any applicable Laws, professional obligations customary in the publishing 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. 2.3 The Book may be sold only to department stores, gift stores, 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 forever discharges Licensee book wholesalers and Affiliates listed in Exhibit 2 from 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 and all claims of infringement of the Licensed Patents 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 Licensed Field and arising out Book, including any part or adaptation thereof, otherwise than as herein provided without Licensor's prior written approval. 2.4 The Book shall not be used or sold to others for use as a giveaway, fundraiser, or to customers for inclusion in 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 prior written consent of Licensor. 2.5 The prohibition of computer on-line selling referenced in Subparagraph 2.3 above includes, but is not limited to, the display, promotion or offering of the Licensed Products ManufacturedBook in or on any on-line venues (e.g. Websites), usedexcept as specifically permitted in the following two sentences. With Licensor's prior written permission, importedthe Book approved by Licensor may be displayed and promoted on Disney-controlled on-line venues, offered for Saleonly within the Territory. Licensee may sell the Book to retailers, Soldwithin the channels of distribution authorized pursuant to Subparagraph 2.3, who sell the Book in or otherwise disposed on such retailer's own Website. In the event any 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 Affiliates prior other person or entity to the Effective Date which are listed in Table 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 product containing material which Licensor determines, in its sole discretion, is lewd, lascivious, obscene, offensive, defamatory or otherwise injurious to Disney or the royalty statement(s) attached Disney name, business, products, or proprietary material. [Intentionally omitted pursuant to a confidential treatment request and separately filed with the Commission]. 2.7 Provided that Licensee has complied with all terms and conditions of this Agreement. The Parties specifically agree that nothing , 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 prevents Sisvel from seeking shall renew for an additional twelve (12) month period commencing on January 1, 2002, 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 paidending December 31, regardless of whether such products are listed in the royalty statement(s) attached to this Agreement2002. 2.05 Licensee2.8 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 itself and Affiliatesthis new product category . For purposes of clarity, acknowledges that 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 rights granted herein are limited to the Licensed Fieldparties, and Licensee, for itself and Affiliates, acknowledges that no rights granted herein shall apply to any practice under any Licensed Patent outside not be included within the Licensed Field. For the avoidance meaning of doubt, no rights are granted "Book" 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 shall not apply towards meeting 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 's Advance 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 amounts due pursuant to Section 10.05 below) and reporting Guarantee obligations of Licensee under this Agreement. 2.08 It is understood 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 agreed that no license or immunity is granted by any Party hereto to another Party heretoLicensee contemporaneously with the execution of this Agreement. Golden books Publishing Company, either directly or by implicationInc. Agreement dated September 26, estoppel, or otherwise, other than as expressly provided under this Article 2.1997

Grant of Rights. 2.01 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 subject Subject to the terms and conditions of this Agreement, Sisvel 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 right throughout the Territory, to create, print, bind, market, advertise, publish, and sell the English language version(s) of the Book. Licensee and Affiliates identified in Exhibit 2 hereto a royalty‐bearing, non‐transferable, non‐assignable, non‐exclusive license, with no shall have the right to grant sublicensespublish Licensee's existing backlist of "Sturdy Shape" titles of the Book, under 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 PatentsProperty "WINNIE THE POOH". For purposes of the preceding sentence, 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 "backlist titles" shall include all "Sturdy Shape" titles being published by Licensee 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 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 adhere to such obligations; (iii) upon request of Sisvel, Licensee and 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 the requirements of this Agreement. The Licensed Property shall include Licensee’s failure '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 (including, 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 (i) through (v) above shall be considered a any material breach changes in character art styles or standards introduced by Licensor, to conform with all material branding initiatives 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, SoldLicensor, or otherwise disposed of at any time to maintain all art quality standards as required by Licensee or Affiliates. For the avoidance of doubtLicensor, 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 Sisveldetermined solely at Licensor's discretion, 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 Patents limited to the Licensed 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 (aso long as such creative aspect(s) of the royalty statement(sBook were not previously approved by Licensor within the preceding twenty-four (24) attached 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. The Parties specifically agree that nothing in 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 prevents Sisvel from seeking and obtaining royalties from any third party from or until such time as Golden Books Publishing Company, Inc. Agreement dated December 12, 1998 Page 8 Licensor notifies Licensee of its desire 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 exercise the royalty statement(s) attached to this Agreement. 2.05 Licensee, for itself and Affiliates, acknowledges that the approval 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 set forth hereinabove with respect to any standards other than the Wireless Standardsa title or group of titles. 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 amounts due pursuant to Section 10.05 below) and reporting obligations of Licensee under this Agreement. 2.08 It is understood and agreed that no license or immunity is granted by any Party hereto to another Party hereto, either directly or by implication, estoppel, or otherwise, other than as expressly provided under this Article 2.