Grant to Amgen. Novartis hereby grants to Amgen, effective as of the Effective Date (without any further action by either Party), [*], royalty-free right and license during the Term, subject to the terms and conditions hereof, solely to sell, import, conduct Medical Affairs Activities with respect to, and otherwise Commercialize the Product in the Field in the United States under Novartis Product Trademarks designated by the Parties for use with the Product in accordance with the Commercialization Plan and this Agreement. Novartis hereby grants to Amgen [*], royalty-free license to use the Novartis Housemarks solely as set forth in the Promotional Materials, Non-Promotional Materials and other materials provided to it by Novartis, and solely to sell, import, conduct Medical Affairs Activities with respect to, and otherwise Commercialize the Product in the Amgen Ref. No. 2017747574 Page 20 Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. Field in the United States in accordance with the Commercialization Plan and this Agreement. Such licenses shall include the right to sublicense only as set forth in Section 3.3 (Sublicensing).

Grant to Amgen. Licensee hereby grants to Amgen [*] right and license during the Term to use Licensed Licensee Trademarks in connection with Amgen’s activities pursuant to Section 5.3 (Commercialization in Europe) and Section 5.5 (Co-Promotion Rights). All uses by Amgen of the Licensed Licensee Trademarks, and all goodwill associated therewith, shall inure solely to the benefit of Licensee. Upon any termination or expiration of this Agreement, such license shall become paid-up and perpetual, and shall include the right to use the relevant Licensed Licensee Trademarks in connection with Licensed Product in all indications and throughout the Territory unless, at Licensee’s option, Licensee decides to assign the relevant Licensed Licensee Trademarks (and the associated goodwill) to Amgen at no charge.

Grant to Amgen. Licensee hereby grants Amgen [*] right and license during the Term to use Licensed Licensee Trademarks in connection with Amgen’s activities pursuant to Section 5.2 (Amgen Co-Promotion Right). Upon any termination or expiration of this Agreement (in its entirety or with respect to a particular Licensed Product in accordance with Section 14.2.3 (Specific Product Termination)), such license shall become perpetual, and shall include the right to use the relevant Licensed Licensee Trademarks (and the associated goodwill) in connection with the relevant Licensed Product(s) in all indications and both within and outside the Territory or, at Licensee’s option, Licensee shall have the right to assign at no charge to Amgen the relevant Licensed Licensee Trademarks (and the associated goodwill).

Grant to Amgen. Collaborator hereby grants Amgen a [*] license during the Term to use Licensed Collaborator Trademarks to the extent Amgen desires or may be required to utilize the same in connection with its development and commercialization of Dmab in the Territory hereunder[*]. Subject to the foregoing, such license shall include the right to sublicense [*]. Any sublicensee shall be required to enter into a written agreement obligating it to comply with the provisions of Section 3.8 (Trademark Quality Standards). No such sublicense shall operate to excuse Amgen’s compliance with its obligations hereunder. To the extent that such sublicense grants rights with respect to the Territory, it shall require such sublicensee to comply with the obligations and prohibitions of this Agreement relevant to the right(s) sublicensed, and Amgen shall be responsible for a breach by such sublicensee of any such obligations or prohibitions. Upon any termination or expiration of this Agreement, Collaborator shall, upon Amgen’s request but at no charge, promptly assign the Licensed Collaborator Trademarks (and the associated goodwill) to Amgen.

Grant to Amgen. Novartis hereby grants to Amgen [***], royalty-free license to use the Novartis Housemarks solely as set forth in the Promotional Materials, Non-Promotional Materials, packaging materials and other materials provided to it by Novartis or otherwise approved by the Amgen and Novartis joint Materials Approval Committee prior to the Restated Effective Date (the “Novartis Branded Materials”), and solely to sell, import, conduct Medical Affairs Activities with respect to, and otherwise Commercialize the Product in the Field in the United States in a manner consistent with the United States Brand Plan and this Agreement and consistent with the provisions of the Transition Services Agreement for a period not to exceed: (a) with respect to the packaging and labeling of the Product, the date on which all inventory of packaging and labeling materials bearing the Novartis Housemarks (existing as of the Restated Effective Date or produced by Amgen up to [***] following the Restated Effective Date) has been sold; (b) with respect to demonstration kits for the Product, the date on which all inventory of demonstration kits bearing the Novartis Housemarks (existing as of the Restated Effective Date) has been distributed in the normal course of business; (c) with respect to Novartis Branded Materials in an electronic format, [***] days after the Restated Effective Date; and (d) with respect to Novartis Branded Materials in a hard copy (other than those contemplated in clauses (a) and (b), [***] after the Restated Effective Date (clauses (a)-(d) collectively, the “Housemark Transition Period”). Such licenses shall include the right to sublicense only as set forth in Section 3.3 (Sublicensing).

Related to Grant to Amgen

Stock Option Grant Subject to the provisions set forth herein and the terms and conditions of the Plan, and in consideration of the agreements of the Participant herein provided, the Company hereby grants to the Participant an Option to purchase from the Company the number of shares of Common Stock, at the exercise price per share, and on the schedule, set forth above.
Option Grant You have been granted a Non-Statutory Stock Option (referred to in this Agreement as your “Option”). Your Option is not intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
Grant of Restricted Stock Unit Award The Company hereby grants to the Participant, as of the Grant Date specified above, the number of RSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the shares of Common Stock underlying the RSUs, except as otherwise specifically provided for in the Plan or this Agreement.
Option Award The Company hereby awards Grantee an Option to purchase shares of Company common stock, par value $.01 per share (“Shares”), pursuant to this Agreement at an exercise price per Share of $XX.XX, subject to the terms and conditions set forth herein and in the Plan. The Option may not be exercised in whole or in part as of the Grant Date, and becomes exercisable only if and to the extent provided in the following paragraphs and otherwise subject to and in accordance with the Plan.
Grant of Stock Option The Company grants to Employee the right and option (hereinafter referred to as the "Option") to purchase all or any part of up to ________ shares of the Company's Common Stock (the "Option Shares") on the terms and conditions set forth below and in the Plan.
Stock Option Grants Executive will receive an annual grant of stock options during the term of this Agreement in a manner and under terms that are consistent with grants made to other executives of the Company.
Agreement to Purchase The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on August 12, 2015 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $191,491,726, subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.
Restricted Stock Grant As a member of Employer’s senior management team, Employee will be eligible for annual Restricted Stock Grants pursuant to Anaren’s 2004 Comprehensive Long Term Incentive Plan, as amended (“2004 Plan”) equal in value to 16% of his Base Salary for the respective year. Restrictive Stock Grants will be made annually at the same time other Restricted Stock Grants are made by Anaren to its senior management team, provided Employee is employed with Employer on that date. All Restricted Stock grants issued pursuant to this provision will be subject to the terms of the 2004 Plan, including, but not limited to, a thirty-six (36) month forfeiture provision. Notwithstanding anything to the contrary, in the event Employee employment concludes on or after the expiration of the Period of Employment, Employee shall be entitled if the forfeiture period has not otherwise lapsed only to a pro rata portion of each unvested Restricted Stock Grant based on the number of months employed by Employer from the date of grant to the expiration of the Period of Employment date. In the way of example, if Employee has been employed for 18 months of the 36 month forfeiture period at the end of his Period of Employment, he will receive 50% of the Restricted Shares granted. If Employee remains employed by Employer on a full time basis (30 hours or more per week) after the Period of Employment as an at-will Employee, all previously issued restricted stock shall continue to vest in accordance with the terms of the 2004 Plan.
Grant Back The Company agrees that for any patent rights, as defined in the sponsored research agreement that implements Company’s obligation in Section 3.1(e) that it has not licensed, the Company grants back to the Medical School, without limiting in any way its rights under this Agreement, a license to the Patent Rights in order that the Medical School may license the patent rights from the sponsored research to third parties. Medical School shall pay Company {***} of any revenues or other consideration received by Medical School with respect to any patent rights granted back by Company pursuant to this Section 6.6.

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