Common use of Grant of Sub-License Clause in Contracts

Grant of Sub-License. Subject to the terms and conditions contained in this Agreement, and in consideration for the research and development of Products by THI for commercialization by Miromatrix, Miromatrix grants to THI an exclusive, even as to Miromatrix, non-transferrable, non-sub-licensable, worldwide license under the Miromatrix Patents for performance of research in the Product Area and the development of Products in accordance with the terms and conditions hereinafter set forth. Notwithstanding the foregoing or any other term or provision of this Agreement, subject to, in each instance, prior written approval by Miromatrix (which it may withhold in its sole and absolute discretion) THI may grant sub- licenses under the Miromatrix Patents to third parties (“Authorized Sub-Licensees”), provided: (i) the sub-license extends solely to research performed in the Product Area for the benefit of THI and does not extend to any clinical or commercialization activities; (ii) the Authorized Sub- Licensees agree in a separate agreement to be executed by Miromatrix, THI, and the respective Authorized Sub-licensee, in substantially the form attached to this First Amendment as Exhibit 1, that all intellectual property in the Product Area conceived in the performance of such research is assigned to THI with no rights remaining in the Authorized Sub-Licensees (the “Sub-License IP”) and the results and data from such research shall be provided solely to THI and Miromatrix, both of which may use and license such results and data in the Product Area as provided for in the Agreement; and (iii) all patents and patent applications issued or filed on the Sub-License IP shall automatically be included in the definition of THI Patents. The Parties agree that the foregoing license to THI includes the right to research and develop parts of the heart, including, but not limited to, heart valves, cardiac patches, blood vessels, AV node, and the like, provided THI is conducting such research and development of parts of the heart solely in furtherance of THI’s research and development of Products; provided, that this shall not be construed as a license to conduct clinical trials of, or sell, offer to sell, have sold, supply or import or otherwise commercialize or have commercialized, parts of the heart (including, without limitation, heart valves, cardiac patches, blood vessels, AV node and the like). The foregoing license shall be retroactive to the first publication date of a patent application falling within the Miromatrix Patents. Miromatrix represents and warrants that it possesses all rights to bring demands, claims, and causes of action against the THI, and THI’s representatives, officers, shareholders, directors, employees, subsidiaries, affiliates, divisions, successors and assigns (collectively the “Released Parties”) for infringement of the Miromatrix Patents, and that such demands, claims, and causes of action are within the scope of the license set forth in this Section 2.1.

Grant of Sub-License. Subject to 2.1 In consideration of JohnsonDiversey’s and the terms and conditions contained in JD Affiliates’ obligations under this Agreement, Licensor shall procure that the Unilever Affiliate in each Territory shall grant on the terms of the agreed form Inter-Affiliate Licence set out in Schedule 10 to the respective JD Affiliate in such Territory for its benefit and in consideration for the research and development benefit of Products by THI for commercialization by Miromatrix, Miromatrix grants to THI an exclusive, even as to Miromatrix, non-transferrable, non-its permitted sub-licensable, worldwide license under licensees: (A) an exclusive licence to use the Miromatrix Patents for performance of research in the relevant Product Area and the development of Products Trade Marks (in accordance with the terms Use Guidelines) in relation to each corresponding Product (manufactured and conditions hereinafter set forthpacked in accordance with the corresponding Technical Specifications) in the corresponding Territory for sale to Professional Customers in such Territory; (B) a non-exclusive licence to use the relevant Product Trade Marks (in accordance with the Use Guidelines) in relation to each corresponding Shared Customer Product (manufactured and packed in accordance with the corresponding Technical Specifications) in the corresponding Territory for sale to Shared Customers in such Territory; (C) a non-exclusive licence of the relevant Formulation Rights and Packaging Rights in the corresponding Territory (i) to use, keep, make, produce for sale, offer and import for sale and sell, and (ii) subject to Clause 2.2. Notwithstanding to have produced for sale, and have made, (in each case) the foregoing corresponding Products, manufactured and packed in accordance with the corresponding Technical Specifications and under the corresponding Product Trade Marks, in the corresponding Territory, for sale to Customers in such Territory; and (D) a non-exclusive licence to use the Corporate Trade Marks (in accordance with the Use Guidelines) on the packaging of Products (manufactured and packed in accordance with the corresponding Technical Specifications) and Materials for sale to Customers in such Territory. 2.2 To the extent that it is necessary to facilitate or allow JD Affiliates to procure the manufacture or co-packing of Products by third parties (other than members of the JohnsonDiversey Group) but for no other purpose, each JD Affiliate shall be entitled to sub-license its rights under this Agreement to, and (for the avoidance of doubt) have made or co-packed, any Products by, any such third party provided it obtains the express prior written consent of the Licensor to that sub-licence to that third party for that activity (which consent shall not be unreasonably withheld or delayed); provided further that JD Affiliates shall procure that each such third party sub-licensee shall agree to maintain information received in connection with such arrangements in confidence to the same extent JohnsonDiversey and the JD Affiliates are required under this Agreement and to comply with each and every other relevant term of this Agreement as if it were a Party (in JohnsonDiversey’s place). Licensor shall be deemed to have consented to a JD Affiliate having a Product made or co-packed by a third party supplier (and to any sub-licensing of its rights under this Agreement by such JD Affiliate for such purpose) where as of the Commencement Date that supplier (a) makes an equivalent product for Licensor or any member of Licensor’s Group to the same Technical Specification and under the same Formulation Rights as that Product, or (b) makes the same Product (ignoring for these purposes only the pack size of the Product) for such JD Affiliate. 2.3 Except as expressly provided in Clause 2.1, nothing in this Agreement shall operate to grant JohnsonDiversey or any JD Affiliate or any other term person, and neither JohnsonDiversey any JD Affiliate nor any other person shall obtain, any rights in or provision in relation to any of this Agreement, subject to, the Trade Marks or the Formulation Rights or the Packaging Rights or (other than in each instance, prior written approval by Miromatrix (which it may withhold in its sole and absolute discretion) THI may grant sub- licenses under respect of the Miromatrix Patents to third parties (“Authorized SubNon-Licensees”), provided: (iFollow Products) the sub-license extends solely to research performed in Technical Specifications. 2.4 The Parties, the Product Area for the benefit of THI and does not extend to any clinical or commercialization activities; (ii) the Authorized Sub- Licensees agree in a separate agreement to be executed by Miromatrix, THI, JD Affiliates and the respective Authorized Sub-licensee, Unilever Affiliates shall each comply in substantially all material respects with the form attached to this First Amendment as Exhibit 1, that all intellectual property in the Product Area conceived Operational Protocol in the performance of such research its obligations under this Agreement, provided that if there is assigned to THI with no rights remaining in any inconsistency between the Authorized Sub-Licensees (the “Sub-License IP”) terms of this Agreement and the results and data from such research Operational Protocol, the terms of this Agreement shall prevail. 2.5 Any use of any of the Trade Marks by any member of JohnsonDiversey’s Group (or any other sub-licensee of JohnsonDiversey) shall be provided solely deemed use by the JD Affiliates for the purposes of this Agreement (and, for the avoidance of doubt, any action or omission which would be, or would contribute to, a breach if committed or omitted by any JD Affiliate shall be treated as if so committed or omitted by such JD Affiliate). 2.6 JohnsonDiversey shall procure that each JD Affiliate, each sub-licensed member of the JohnsonDiversey Group and each third party sub-licensee from time to THI time complies with each and Miromatrixall of the terms of this Agreement as if it were a party. 2.7 For the avoidance of doubt but subject to Clauses 2.8 and 2.9, both the exclusivity of which may the licence granted in Clause 2.1(A) shall not affect the right of Licensor (and any other member of the Licensor’s Group, including any Unilever Affiliate) to use and license such results and data the Product Trade Marks in the Product Area as provided Territories for in the Agreement; and any product (iiiother than a Professional Product) all patents and patent applications issued or filed on the Sub-License IP shall automatically be included in the definition of THI Patents. The Parties agree that the foregoing license to THI includes the right to research and develop parts of the heart, including, but not limited to, heart valves, cardiac patches, blood vessels, AV node, and the like, provided THI is conducting such research and development of parts of the heart solely in furtherance of THI’s research and development of Products; provided, that this shall not be construed as a license to conduct clinical trials of, or sell, offer to sell, have sold, supply or import or otherwise commercialize or have commercialized, parts of the heart (including, without limitation, heart valvesa product (other than a Professional Product) that is equivalent to any Product (irrespective of the pack size of such equivalent product). 2.8 Subject as provided below, cardiac patchesneither Licensor nor any member of Licensor’s Group (including any Unilever Affiliate) shall sell or offer for sale: (A) to any Shared Customer in any Territory, blood vessels(i) any Professional Product (irrespective of pack size) that is (a) under any Product Trade Xxxx that is used in relation to any Product in such Territory and (b) equivalent to any Product (irrespective of pack size) in such Territory, AV node or (ii) any product under any Product Trade Xxxx in a pack size that is different (excluding multi-packs) to those sold or offered for sale to customers other than Shared Customers in the same Territory; or (B) to any Professional Customer in any Territory, any Professional Product (irrespective of pack size) that is (a) under any Product Trade Xxxx that is used in relation to any Product in such Territory and (b) is equivalent to any Product (irrespective of pack size) in such Territory. Notwithstanding the likeforegoing, nothing in this Agreement or in any Inter-Affiliate Licence shall prevent or restrict Unilever or any Unilever Affiliate from manufacturing, distributing, marketing, promoting or selling, whether directly or indirectly, a Product to a Customer if and to the extent that the sale of such Product to such Customer by any member of the JohnsonDiversey Group would constitute a Restricted Sale. 2.9 The provisions of this Clause 2.9 shall only apply with respect to (i) any Territory in which the JD Affiliate has not also been appointed as a distributor of Unilever consumer products pursuant to the Umbrella Agreement as at the Commencement Date (and with respect to any such Territory, such provisions shall apply as from the Commencement Date) and (ii) any Territory in which the JD Affiliate subsequently ceases to be a distributor of Unilever consumer products pursuant to the Umbrella Agreement whilst this Agreement continues in effect (and with respect to any such Territory, such provisions shall apply only from the date of such cessation) (any such Territory as is referred to in (i) and (ii) above being a “Non-Distribution Territory”). The foregoing license date on which the provisions of this Clause 2.9 first become applicable with respect to any Non-Distribution Territory shall be retroactive the “Trigger Date” for such Non-Distribution Territory. (A) With respect to each such Non-Distribution Territory from and after the relevant Trigger Date, until this Agreement terminates in its entirety or, until this Agreement terminates with respect to such Non-Distribution Territory or a particular Product in that Non-Distribution Territory, whichever is earlier, (i) Licensor will not, and will procure that no member of the Licensor’s Group (including any Unilever Affiliate) shall appoint or engage any person in such Non-Distribution Territory as its licensee, distributor, wholesaler or other reseller of or agent for the promotion or sale of Equivalent Consumer Products (regardless of pack size) to Professional Customers in such Non-Distribution Territory, other than the relevant JDI Affiliate pursuant to or as otherwise permitted by this Agreement; (ii) Licensor confirms that neither it nor any member of the Licensor’s Group (including any Unilever Affiliate) shall specifically target or actively seek Professional Customers for the sale of Equivalent Consumer Products (regardless of pack size) in such Non-Distribution Territory. (iii) Subject always as provided in Clauses 2.9 (A) (i) and (ii), neither Licensor nor any member of the Licensor’s Group (including any Unilever Affiliate) shall otherwise be prevented or restricted in any way by this Agreement from promoting or selling Equivalent Consumer Products to: (a) Professional Customers in any Non-Distribution Territory; (b) Professional Customers in any territory other than a Non-Distribution Territory. (B) Notwithstanding anything in this Agreement but subject to the first publication date of a patent application falling within the Miromatrix Patents. Miromatrix represents and warrants that it possesses all rights to bring demandsUmbrella Agreement, claims, and causes of action against the THI, and THI’s representatives, officers, shareholders, directors, employees, subsidiaries, affiliates, divisions, successors and assigns (collectively the “Released Parties”) for infringement neither Licensor nor any member of the Miromatrix PatentsLicensor’s Group (including any Unilever Affiliate) shall have any liability to JohnsonDiversey or any of the JD Affiliates for the promotion or sale of Equivalent Consumer Products to Professional Customers in any such Non-Distribution Territory: (i) by any third party over which neither Licensor nor any of the Unilever Affiliates has any control; (ii) by any licensee, and agent, distributor, wholesaler or other reseller, other than, in each case, any such person that is either a Professional Reseller or a licensee or agent appointed or engaged by any member of the Licensor’s Group (including any Unilever Affiliate) after the Trigger Date for the promotion or sale of Equivalent Consumer Products regardless of pack size) in breach of Clause 2.9 (A) (i); (iii) by any licensee, agent, distributor, wholesaler or other reseller of any member of the Licensor’s Group, or by any member of the Licensor’s Group, (including in each case any Unilever Affiliate) where any such sale was not solicited by it or where it has used reasonable endeavours to procure that such demandsperson should not so promote or sell Equivalent Consumer Products to Professional Customers in such Non-Distribution Territory; (iv) by any licensee, claimsagent, and causes distributor, wholesaler or other reseller of action are within the scope Licensor or any member of the license set forth in this Section 2.1Licensor’s Group (including any Unilever Affiliate) to whom Licensor or any member of the Licensor’s Group (including any Unilever Affiliate) was selling such Equivalent Consumer Products at any time during the 12 month period prior to the Trigger Date.

Grant of Sub-License. Subject to 2.1 In consideration of JohnsonDiversey’s and the terms and conditions contained in JD Affiliates’ obligations under this Agreement, Licensor shall procure that the Unilever Affiliate in each Territory shall grant on the terms of the agreed form Inter-Affiliate Licence set out in Schedule 10 to the respective JD Affiliate in such Territory for its benefit and in consideration for the research and development benefit of Products by THI for commercialization by Miromatrix, Miromatrix grants to THI an exclusive, even as to Miromatrix, non-transferrable, non-its permitted sub-licensable, worldwide license under licensees: (A) an exclusive licence to use the Miromatrix Patents for performance of research in the relevant Product Area and the development of Products Trade Marks (in accordance with the terms Use Guidelines) in relation to each corresponding Product (manufactured and conditions hereinafter set forthpacked in accordance with the corresponding Technical Specifications) in the corresponding Territory for sale to Professional Customers in such Territory; (B) a non-exclusive licence to use the relevant Product Trade Marks (in accordance with the Use Guidelines) in relation to each corresponding Shared Customer Product (manufactured and packed in accordance with the corresponding Technical Specifications) in the corresponding Territory for sale to Shared Customers in such Territory; (C) a non-exclusive licence of the relevant Formulation Rights and Packaging Rights in the corresponding Territory (i) to use, keep, make, produce for sale, offer and import for sale and sell, and (ii) subject to Clause 2.2. Notwithstanding to have produced for sale, and have made, (in each case) the foregoing corresponding Products, manufactured and packed in accordance with the corresponding Technical Specifications and under the corresponding Product Trade Marks, in the corresponding Territory, for sale to Customers in such Territory; and (D) a non-exclusive licence to use the Corporate Trade Marks (in accordance with the Use Guidelines) on the packaging of Products (manufactured and packed in accordance with the corresponding Technical Specifications) and Materials for sale to Customers in such Territory. 2.2 To the extent that it is necessary to facilitate or allow JD Affiliates to procure the manufacture or co-packing of Products by third parties (other than members of the JohnsonDiversey Group) but for no other purpose, each JD Affiliate shall be entitled to sub-license its rights under this Agreement to, and (for the avoidance of doubt) have made or co-packed, any Products by, any such third party provided it obtains the express prior written consent of the Licensor to that sub-licence to that third party for that activity (which consent shall not be unreasonably withheld or delayed); provided further that JD Affiliates shall procure that each such third party sub-licensee shall agree to maintain information received in connection with such arrangements in confidence to the same extent JohnsonDiversey and the JD Affiliates are required under this Agreement and to comply with each and every other relevant term of this Agreement as if it were a Party (in JohnsonDiversey’s place). Licensor shall be deemed to have consented to a JD Affiliate having a Product made or co-packed by a third party supplier (and to any sub-licensing of its rights under this Agreement by such JD Affiliate for such purpose) where as of the Commencement Date that supplier (a) makes an equivalent product for Licensor or any member of Licensor’s Group to the same Technical Specification and under the same Formulation Rights as that Product, or (b) makes the same Product (ignoring for these purposes only the pack size of the Product) for such JD Affiliate. 2.3 Except as expressly provided in Clause 2.1, nothing in this Agreement shall operate to grant JohnsonDiversey or any JD Affiliate or any other term person, and neither JohnsonDiversey any JD Affiliate nor any other person shall obtain, any rights in or provision in relation to any of this Agreement, subject to, the Trade Marks or the Formulation Rights or the Packaging Rights or (other than in each instance, prior written approval by Miromatrix (which it may withhold in its sole and absolute discretion) THI may grant sub- licenses under respect of the Miromatrix Patents to third parties (“Authorized SubNon-Licensees”), provided: (iFollow Products) the sub-license extends solely to research performed in Technical Specifications. 2.4 The Parties, the Product Area for the benefit of THI and does not extend to any clinical or commercialization activities; (ii) the Authorized Sub- Licensees agree in a separate agreement to be executed by Miromatrix, THI, JD Affiliates and the respective Authorized Sub-licensee, Unilever Affiliates shall each comply in substantially all material respects with the form attached to this First Amendment as Exhibit 1, that all intellectual property in the Product Area conceived Operational Protocol in the performance of such research its obligations under this Agreement, provided that if there is assigned to THI with no rights remaining in any inconsistency between the Authorized Sub-Licensees (the “Sub-License IP”) terms of this Agreement and the results and data from such research Operational Protocol, the terms of this Agreement shall prevail. 2.5 Any use of any of the Trade Marks by any member of JohnsonDiversey’s Group (or any other sub-licensee of JohnsonDiversey) shall be provided solely deemed use by the JD Affiliates for the purposes of this Agreement (and, for the avoidance of doubt, any action or omission which would be, or would contribute to, a breach if committed or omitted by any JD Affiliate shall be treated as if so committed or omitted by such JD Affiliate). 2.6 JohnsonDiversey shall procure that each JD Affiliate, each sub-licensed member of the JohnsonDiversey Group and each third party sub-licensee from time to THI time complies with each and Miromatrixall of the terms of this Agreement as if it were a party. 2.7 For the avoidance of doubt but subject to Clauses 2.8 and 2.9, both the exclusivity of which may the licence granted in Clause 2.1(A) shall not affect the right of Licensor (and any other member of the Licensor’s Group, including any Unilever Affiliate) to use and license such results and data the Product Trade Marks in the Product Area as provided Territories for in the Agreement; and any product (iiiother than a Professional Product) all patents and patent applications issued or filed on the Sub-License IP shall automatically be included in the definition of THI Patents. The Parties agree that the foregoing license to THI includes the right to research and develop parts of the heart, including, but not limited to, heart valves, cardiac patches, blood vessels, AV node, and the like, provided THI is conducting such research and development of parts of the heart solely in furtherance of THI’s research and development of Products; provided, that this shall not be construed as a license to conduct clinical trials of, or sell, offer to sell, have sold, supply or import or otherwise commercialize or have commercialized, parts of the heart (including, without limitation, heart valvesa product (other than a Professional Product) that is equivalent to any Product (irrespective of the pack size of such equivalent product). 2.8 Subject as provided below, cardiac patchesneither Licensor nor any member of Licensor’s Group (including any Unilever Affiliate) shall sell or offer for sale: (A) to any Shared Customer in any Territory, blood vessels(i) any Professional Product (irrespective of pack size) that is (a) under any Product Trade Xxxx that is used in relation to any Product in such Territory and (b) equivalent to any Product (irrespective of pack size) in such Territory, AV node or (ii) any product under any Product Trade Xxxx in a pack size that is different (excluding multi-packs) to those sold or offered for sale to customers other than Shared Customers in the same Territory; or (B) to any Professional Customer in any Territory, any Professional Product (irrespective of pack size) that is (a) under any Product Trade Xxxx that is used in relation to any Product in such Territory and (b) is equivalent to any Product (irrespective of pack size) in such Territory. Notwithstanding the likeforegoing, nothing in this Agreement or in any Inter-Affiliate Licence shall prevent or restrict Unilever or any Unilever Affiliate from manufacturing, distributing, marketing, promoting or selling, whether directly or indirectly, a Product to a Customer if and to the extent that the sale of such Product to such Customer by any member of the JohnsonDiversey Group would constitute a Restricted Sale. 2.9 The provisions of this Clause 2.9 shall only apply with respect to (i) any Territory in which the JD Affiliate has not also been appointed as a distributor of Unilever consumer products pursuant to the Umbrella Agreement as at the Commencement Date (and with respect to any such Territory, such provisions shall apply as from the Commencement Date) and (ii) any Territory in which the JD Affiliate subsequently ceases to be a distributor of Unilever consumer products pursuant to the Umbrella Agreement whilst this Agreement continues in effect (and with respect to any such Territory, such provisions shall apply only from the date of such cessation) (any such Territory as is referred to in (i) and (ii) above being a “Non-Distribution Territory”). The foregoing license date on which the provisions of this Clause 2.9 first become applicable with respect to any Non-Distribution Territory shall be retroactive the “Trigger Date” for such Non-Distribution Territory. (A) With respect to each such Non-Distribution Territory from and after the relevant Trigger Date, until this Agreement terminates in its entirety or, until this Agreement terminates with respect to such Non-Distribution Territory or a particular Product in that Non-Distribution Territory, whichever is earlier, (i) Licensor will not, and will procure that no member of the Licensor’s Group (including any Unilever Affiliate) shall appoint or engage any person in such Non-Distribution Territory as its licensee, distributor, wholesaler or other reseller of or agent for the promotion or sale of Equivalent Consumer Products (regardless of pack size) to Professional Customers in such Non-Distribution Territory, other than the relevant JDI Affiliate pursuant to or as otherwise permitted by this Agreement; (ii) Licensor confirms that neither it nor any member of the Licensor’s Group (including any Unilever Affiliate) shall specifically target or actively seek Professional Customers for the sale of Equivalent Consumer Products (regardless of pack size) in such Non-Distribution Territory. (iii) Subject always as provided in Clauses 2.9 (A) (i) and (ii), neither Licensor nor any member of the Licensor’s Group (including any Unilever Affiliate) shall otherwise be prevented or restricted in any way by this Agreement from promoting or selling Equivalent Consumer Products to: (a) Professional Customers in any Non-Distribution Territory; (b) Professional Customers in any territory other than a Non-Distribution Territory. (B) Notwithstanding anything in this Agreement but subject to the first publication date of a patent application falling within the Miromatrix Patents. Miromatrix represents and warrants that it possesses all rights to bring demandsUmbrella Agreement, claims, and causes of action against the THI, and THI’s representatives, officers, shareholders, directors, employees, subsidiaries, affiliates, divisions, successors and assigns (collectively the “Released Parties”) for infringement neither Licensor nor any member of the Miromatrix PatentsLicensor’s Group (including any Unilever Affiliate) shall have any liability to JohnsonDiversey or any of the JD Affiliates for the promotion or sale of Equivalent Consumer Products to Professional Customers in any such Non-Distribution Territory: (i) by any third party over which neither Licensor nor any of the Unilever Affiliates has any control; (ii) by any licensee, and agent, distributor, wholesaler or other reseller, other than, in each case, any such person that is either a Professional Reseller or a licensee or agent appointed or engaged by any member of the Licensor’s Group (including any Unilever Affiliate) after the Trigger Date for the promotion or sale of Equivalent Consumer Products regardless of pack size) in breach of Clause 2.9(A)(i); (iii) by any licensee, agent, distributor, wholesaler or other reseller of any member of the Licensor’s Group, or by any member of the Licensor’s Group, (including in each case any Unilever Affiliate) where any such sale was not solicited by it or where it has used reasonable endeavours to procure that such demandsperson should not so promote or sell Equivalent Consumer Products to Professional Customers in such Non-Distribution Territory; (iv) by any licensee, claimsagent, and causes distributor, wholesaler or other reseller of action are within the scope Licensor or any member of the license set forth in this Section 2.1Licensor’s Group (including any Unilever Affiliate) to whom Licensor or any member of the Licensor’s Group (including any Unilever Affiliate) was selling such Equivalent Consumer Products at any time during the 12 month period prior to the Trigger Date.