Common use of Grants Clause in Contracts

Grants. 2.1 Subject to the terms and conditions of this Agreement, on the EFFECTIVE DATE JHU will grant to the Company an EXCLUSIVE LICENSE to make, have made, use, and sell the LICENSED PRODUCT(S) and to provide the LICENSED SERVICE(S) in the TERRITORY within the FIELD OF USE under the PATENT RIGHTS. 2.2 The Company may sublicense to others under this Agreement and shall provide a copy of each such sublicense agreement to JHU promptly after it is executed. Each sublicense shall include those previsions contained herein which by their terms are to be binding upon a sublicensee. 2.3 The Company shall, at its option, have the right to include within the definition of PATENT RIGHTS any inventions resulting from work under the Research Agreement funded by the Company and invented by a JHU employee that is an IMPROVEMENT. The exercise of such option shall entitle the Company to receive an EXCLUSIVE LICENSE within the FIELD OF USE with respect to the IMPROVEMENTS, to make, have made, use, and sell the LICENSED PRODUCT(S) and to provide the LICENSED SERVICE(S) in the TERRITORY under such PATENT RIGHTS. JHU shall promptly notify the Company, in writing, of any such IMPROVEMENTS and the Company shall have sixty (60) days thereafter in which to elect to exercise such option by providing JHU with written notice. Upon such notice, the elected IMPROVEMENT shall be included in PATENT RIGHTS and governed by the terms of this Agreement. Any such notice from JHU shall specify if the IMPROVEMENT has been patented or if a patent application has been filed with respect to the same, and such patents or patent applications shall be added to Appendix A. 2.4 The Company shall have a first right of negotiation for an exclusive, world-wide, license with respect to any NEW DISCOVERY resulting from work under the Research Agreement funded by the Company and invented by a JHU employee. The financial considerations to be received by JHU for such inventions shall be reasonable for the nature of the NEW DISCOVERY considering its market potential and stage of development. JHU shall promptly notify the Company, in writing, of any such IMPROVEMENTS or NEW DISCOVERIES and the Company shall have sixty (60) days thereafter in which to elect to exercise such option. If the Company elects to exercise such option the parties agree to negotiate in good faith the terms of any such license.

Grants. 2.1 Subject TEXACO DEVELOPMENT hereby grants and agrees to grant to LICENSEE, subject to the terms and conditions of this License Agreement, on a nonexclusive license under TEXACO DEVELOPMENT’s Patent Rights to practice the EFFECTIVE DATE JHU TGP, THGP and/or TGPS for the production of Synthesis Gas where such Synthesis Gas will grant be used in the production of high purity hydrogen (in the case of THGP) and/or electric power (in the case of TGPS), in and only in the Plant, together with the right to the Company an EXCLUSIVE LICENSE to make, have made, use, use and sell the LICENSED PRODUCT(S) and products thereby produced. The license so granted to provide the LICENSED SERVICE(S) LICENSEE shall be nontransferable, except as provided in the TERRITORY within the FIELD OF USE under the PATENT RIGHTSSection 9. 2.2 TEXACO DEVELOPMENT hereby grants and agrees to grant to LICENSEE, subject to the terms and conditions of this License Agreement, a nonexclusive license to use TEXACO DEVELOPMENT’s Technical Information to practice the TGP, THGP and/or TGPS for the production of Synthesis Gas where such Synthesis Gas will be used in the production of high purity hydrogen (in the case of THGP) and/or electric power (in the case of TGPS), in and only in the Plant, together with the right to use and sell the products thereby produced. After LICENSEE has made the first royalty payment required hereunder, TEXACO DEVELOPMENT’s Technical Information shall be made available in writing or otherwise to LICENSEE directly by TEXACO DEVELOPMENT or through its nominee(s). The Company may sublicense license so granted to others LICENSEE shall be nontransferable except as provided in Section 9. The license granted in this Paragraph 2.2 shall in no event be construed as granting any license by implication, estoppel or otherwise under this Agreement and shall provide a copy of each any patent rights or letters patent, such sublicense agreement to JHU promptly after it is executed. Each sublicense shall include those previsions contained herein which by their terms are to be binding upon a sublicenseerights being granted only under Paragraph 2.1 hereof. 2.3 The Company shallNotwithstanding the definitions afforded TGPS and THGP in Schedule I, at its optionif LICENSEE produces electric power or high purity hydrogen from Synthesis Gas generated through the practice of TGP, have regardless of the right technique or process employed to include within produce those products, for purposes of Section 5 of this License Agreement, the definition parties hereto agree that such practice shall be regarded as TGPS or THGP, whichever appropriate. 2.4 For general illustrative purposes, Schedule III (attached to and made a part of PATENT RIGHTS any inventions resulting from work under this License Agreement) includes a non-limiting, non-exhaustive list of certain of the Research Agreement funded by the Company and invented by a JHU employee unexpired U. S. Patents that is an IMPROVEMENT. The exercise of such option shall entitle the Company to receive an EXCLUSIVE LICENSE within the FIELD OF USE with respect are subject to the IMPROVEMENTS, to make, have made, use, and sell the LICENSED PRODUCT(S) and to provide the LICENSED SERVICE(S) in the TERRITORY under such PATENT RIGHTS. JHU shall promptly notify the Company, in writing, grant of any such IMPROVEMENTS and the Company shall have sixty (60) days thereafter in which to elect to exercise such option by providing JHU with written notice. Upon such notice, the elected IMPROVEMENT shall be included in PATENT RIGHTS and governed by the terms of this Agreement. Any such notice from JHU shall specify if the IMPROVEMENT has been patented or if a patent application has been filed with respect to the same, and such patents or patent applications shall be added to Appendix A. 2.4 The Company shall have a first right of negotiation for an exclusive, world-wide, license with respect to any NEW DISCOVERY resulting from work under the Research Agreement funded by the Company and invented by a JHU employee. The financial considerations to be received by JHU for such inventions shall be reasonable for the nature of the NEW DISCOVERY considering its market potential and stage of development. JHU shall promptly notify the Company, in writing, of any such IMPROVEMENTS or NEW DISCOVERIES and the Company shall have sixty (60) days thereafter in which to elect to exercise such option. If the Company elects to exercise such option the parties agree to negotiate in good faith the terms of any such licenseParagraph 2.1 hereof.

Grants. 2.1 (a) Subject to the terms and conditions of this Agreement, GW hereby grants Novartis, an exclusive, royalty-bearing, sub-licensable license under the GW Technology to use, import, offer for sale, sell, have sold and otherwise Commercialize Products in the Field in the Territory. (b) Subject to the terms and conditions of this Agreement, GW hereby grants Novartis, (i) a non-exclusive, sublicensable license under the GW Technology to make and have made anywhere in the world outside of the United States and the Almirall Territory, BDP (for sale as Product in the Field in the Territory) from BDS supplied by GW; provided, however, that such license shall be exercisable by or on behalf of Novartis only in the EFFECTIVE DATE JHU will event of a Supply Failure; and (ii) a non-exclusive, non-sublicensable license under the GW Technology to make and have made (including the right to sub-contract) anywhere in the world outside of the United States and the Almirall Territory, BDP (for sale as Product in the Field in the Territory) from BRM or BDS supplied by GW, a Third Party or produced by Novartis; provided however, that such license shall be exercisable by Novartis only in the event of an Extreme Supply Failure. *** (c) Following the Effective Date GW shall use commercially reasonable efforts to negotiate with Almirall and obtain an amendment to the Almirall Agreement pursuant to which GW may grant to the Company an EXCLUSIVE LICENSE Novartis a non-exclusive license to make, make and have made, use, and sell the LICENSED PRODUCT(S) and to provide the LICENSED SERVICE(S) made BDP (for sale as Product in the TERRITORY within Field in the FIELD OF USE Territory) from BDS anywhere in the Almirall Territory exclusively for the purpose of commercializing such Product produced in the Territory. GW will keep the JSC reasonably informed of the progress of such negotiations. Once the Almirall Agreement has been amended as outlined above GW will so notify Novartis, whereupon the words “and the Almirall Territory” shall be deemed deleted from the third and forth lines of Section 2.1(b). (d) GW hereby grants to Novartis an exclusive, sub-licensable license under the PATENT RIGHTSGW Trademarks for the purposes of Novartis’ Commercialization of Products in the Territory. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 2.2 The Company may sublicense to others under this Agreement and (e) Novartis shall provide a copy of each such sublicense agreement to JHU promptly after it is executed. Each sublicense shall include those previsions contained herein which by their terms are to be binding upon a sublicensee. 2.3 The Company shall, at its option, have the right to include record the licenses granted under GW Patents and GW Trademarks pursuant to Sections 2.1 (a), (b) and (d) in any country within the definition of PATENT RIGHTS any inventions resulting from work Territory where such Patent Rights and trademarks have been registered, granted or applied for, at its own cost and expense, and GW agrees to give all necessary consents, declarations and documentation as are reasonably required to implement the foregoing. (f) Novartis hereby grants GW the following perpetual, irrevocable, fully paid-up, royalty free licenses under the Research Agreement funded Resulting Intellectual Property to GW: (i) the exclusive right to Develop the Products anywhere in the world; (ii) the exclusive right to use, import, offer for sale, sell, have sold and otherwise Commercialize the Products anywhere in the world outside of the Territory; (iii) the non-exclusive right to manufacture BDS, BDP or Product anywhere in the world. Such licenses shall be sub-licensable by GW only to those of its licensees for the Company Products who grant corresponding licenses to GW which are freely sub-licensable by GW and invented by a JHU employee that is an IMPROVEMENT. The exercise of such option shall entitle the Company to receive an EXCLUSIVE LICENSE included within the FIELD OF USE with respect licenses granted to the IMPROVEMENTS, to make, have made, use, and sell the LICENSED PRODUCT(S) and to provide the LICENSED SERVICE(S) in the TERRITORY Novartis under such PATENT RIGHTS. JHU shall promptly notify the Company, in writing, of any such IMPROVEMENTS and the Company shall have sixty (60) days thereafter in which to elect to exercise such option by providing JHU with written notice. Upon such notice, the elected IMPROVEMENT shall be included in PATENT RIGHTS and governed by the terms of this Agreement. Any such notice from JHU shall specify if the IMPROVEMENT has been patented or if a patent application has been filed with respect to the same, and such patents or patent applications shall be added to Appendix A. 2.4 The Company shall have a first right of negotiation for an exclusive, world-wide, license with respect to any NEW DISCOVERY resulting from work under the Research Agreement funded by the Company and invented by a JHU employee. The financial considerations to be received by JHU for such inventions shall be reasonable for the nature of the NEW DISCOVERY considering its market potential and stage of development. JHU shall promptly notify the Company, in writing, of any such IMPROVEMENTS or NEW DISCOVERIES and the Company shall have sixty (60) days thereafter in which to elect to exercise such option. If the Company elects to exercise such option the parties agree to negotiate in good faith the terms of any such licenseSection 2.1(a).

Grants. 2.1 Subject to the terms and conditions of this AgreementAgreement (particularly Paragraph 2.2 below), on JHU hereby grants to Company a license under the EFFECTIVE DATE JHU will grant to the Company an EXCLUSIVE LICENSE PATENT RIGHTS to make, have made, use, import and sell the LICENSED PRODUCT(S) and to provide the LICENSED SERVICE(S) in the TERRITORY within the FIELD OF USE United States and worldwide under the PATENT RIGHTSRIGHTS in the LICENSED FIELD. This Grant shall apply to the Company and any AFFILIATED COMPANY, except that any AFFILIATED COMPANY shall not have the right to sublicense others as set forth in Paragraph 2.3 below. If any AFFILIATED COMPANY exercises rights under this Agreement, such AFFILIATED COMPANY shall be bound by all terms and conditions of this Agreement, including but not limited to indemnity and insurance provisions and royalty payments, which shall apply to the exercise of the rights, to the same extent as would apply had this Agreement been directly between JHU and the AFFILIATED COMPANY. In addition, Company shall remain fully liable to JHU for all acts and obligations of AFFILIATED COMPANY such that acts of the AFFILIATED COMPANY shall be considered acts of the Company. 2.2 The license granted in respect to the JHU/XXXXXXXXX PATENTS shall be subject to the rights of The Xxxxxxxxx Institute for Biological Research to exploit and enforce its co-interest (and to authorize others to do so, including, without limitation, granting and authorizing other licenses to grant and authorize sublicenses). The license granted in respect to the JHU/NIH MELANOMA PATENT RIGHTS shall be subject to: (a) the right of the Public Health Service (“PHS”) to require JHU, or its licensees (including Company), to grant sublicenses to responsible applicants, on reasonable terms, when necessary to fulfill health or safety needs; (b) the requirement that any LICENSED PRODUCT(S) that practice(s) any claim under the JHU/NIH MELANOMA PATENT RIGHTS and is/are produced for use and sale within the United States shall be substantially manufactured in the United States; (c) the rights of the United States government as set forth under 37 C.F.R. Part 401, and (d) the Public Health Service Interinstitutional Agreement between JHU and the PHS dated 17 January 1997 and attached hereto as Exhibit B “”. A letter providing written approval from the NIH for the granting of an exclusive license to Company by JHU for JHU/NIH MELANOMA PATENT APPLICATION is attached hereto as Exhibit C”‘. The license granted pursuant to this Agreement shall be subject to: (a) the rights retained by the United States government in accordance with P.L. 96-517, as amended by P.L. 98-620; and (b) the rights retained by JHU to make, have made, provide and use for its and The Xxxxx Xxxxxxx Health Systems’ non-profit purposes the LICENSED PRODUCT(S) and the LICENSED SERVICE(S). 2.3 Except as provided herein, Company may sublicense grant and authorize sublicenses to others under this Agreement and shall provide a copy of each such sublicense agreement to JHU promptly after it is executed. Each sublicense executed provided that Company shall include those previsions contained herein which by their terms are to be binding upon a sublicensee. 2.3 The Company shall, at its option, have the right to include within the definition of PATENT RIGHTS any inventions resulting from work under the Research Agreement funded by the Company and invented by a JHU employee that is an IMPROVEMENT. The exercise redact such portions of such option shall entitle the sublicense agreement not applicable to obligations of Company to receive an EXCLUSIVE LICENSE within the FIELD OF USE with respect to the IMPROVEMENTS, to make, have made, useor such SUBLICENSEE under this Agreement, and sell the LICENSED PRODUCT(S) and to provide the LICENSED SERVICE(S) in the TERRITORY under further provided that such PATENT RIGHTS. JHU shall promptly notify the Company, in writing, of any such IMPROVEMENTS and the Company shall have sixty (60) days thereafter in which to elect to exercise such option by providing JHU with written notice. Upon such notice, the elected IMPROVEMENT agreement shall be included in PATENT RIGHTS and governed by the terms of this Agreement. Any such notice from JHU shall specify if the IMPROVEMENT has been patented or if a patent application has been filed with respect to the same, and such patents or patent applications shall be added to Appendix A. 2.4 The Company shall have a first right of negotiation for an exclusive, world-wide, license with respect to any NEW DISCOVERY resulting from work considered confidential information under the Research Agreement funded by the Company and invented by a JHU employee. The financial considerations to be received by JHU for such inventions shall be reasonable for the nature of the NEW DISCOVERY considering its market potential and stage of development. JHU shall promptly notify the Company, in writing, of any such IMPROVEMENTS or NEW DISCOVERIES and the Company shall have sixty (60) days thereafter in which to elect to exercise such option. If the Company elects to exercise such option the parties agree to negotiate in good faith the terms of any such licenseParagraph 5.

Grants. 2.1 Subject to the terms and conditions of this Agreement, on JHU hereby grants to Company: (a) an EXCLUSIVE LICENSE to develop, make, have made, use, have used, import, offer for sale, sell and have sold the EFFECTIVE DATE JHU will grant to LICENSED PRODUCT(S) and DEVELOPED PRODUCT(S) in the Company TERRITORY under the PATENT RIGHTS and using the BIOLOGICAL MATERIAL(S) in the LICENSED FIELD A and LICENSED FIELD B and (b) an EXCLUSIVE LICENSE to make, have made, use, made and sell the LICENSED PRODUCT(S) and to provide the LICENSED SERVICE(Suse BIOLOGICAL MATERIAL(S) in LICENSED FIELD A and LICENSED FIELD B. (c) For clarity, the TERRITORY within EXCLUSIVE LICENSE granted pursuant to subsection (b) does not include the FIELD OF USE right to sell and have sold BIOLOGICAL MATERIAL(S) which JHU and Company agree would be conducted under the PATENT RIGHTS. 2.2 The EXCLUSIVE LICENSE granted under subsection (a). Company may sublicense agrees that the [***] identified in [***] are expressly excluded from the right to others under this Agreement sell and have sold in both LICENSED FIELD A and LICENSED FIELD B. These grants shall provide a copy of each such sublicense agreement apply to JHU promptly after it is executed. Each sublicense the Company and any AFFILIATED COMPANIES, except that any AFFILIATED COMPANIES shall include those previsions contained herein which by their terms are to be binding upon a sublicensee. 2.3 The Company shall, at its option, not have the right to include within the definition of PATENT RIGHTS sublicense others as set forth in Paragraph 2.2 below. If any inventions resulting from work AFFILIATED COMPANIES exercises rights under the Research Agreement funded by the Company and invented by a JHU employee that is an IMPROVEMENT. The exercise of this Agreement, such option shall entitle the Company to receive an EXCLUSIVE LICENSE within the FIELD OF USE with respect to the IMPROVEMENTS, to make, have made, use, and sell the LICENSED PRODUCT(S) and to provide the LICENSED SERVICE(S) in the TERRITORY under such PATENT RIGHTS. JHU shall promptly notify the Company, in writing, of any such IMPROVEMENTS and the Company shall have sixty (60) days thereafter in which to elect to exercise such option by providing JHU with written notice. Upon such notice, the elected IMPROVEMENT AFFILIATED COMPANIES shall be included in PATENT RIGHTS bound by all terms and governed by the terms conditions of this Agreement. Any such notice from JHU , including but not limited to indemnity, insurance provisions and royalty payments, which shall specify if the IMPROVEMENT has been patented or if a patent application has been filed with respect apply to the sameexercise of the rights, to the same extent as would apply had this Agreement been directly between JHU and the AFFILIATED COMPANIES. In addition, Company shall remain fully liable to JHU for all acts and obligations of AFFILIATED COMPANIES such patents or patent applications that acts of the AFFILIATED COMPANIES shall be added to Appendix A. 2.4 The Company shall have a first right of negotiation for an exclusive, world-wide, license with respect to any NEW DISCOVERY resulting from work under the Research Agreement funded by the Company and invented by a JHU employee. The financial considerations to be received by JHU for such inventions shall be reasonable for the nature considered acts of the NEW DISCOVERY considering its market potential and stage of development. JHU shall promptly notify the Company, in writing, of any such IMPROVEMENTS or NEW DISCOVERIES and the Company shall have sixty (60) days thereafter in which to elect to exercise such option. If the Company elects to exercise such option the parties agree to negotiate in good faith the terms of any such license.

Grants. 2.1 Subject to the terms and conditions of this Agreement, on JHU hereby grants to Company: (a) an EXCLUSIVE LICENSE to develop, make, have made, use, have used, import, offer for sale, sell and have sold the EFFECTIVE DATE JHU will grant to LICENSED PRODUCT(S) and DEVELOPED PRODUCT(S) in the Company TERRITORY under the PATENT RIGHTS and using the BIOLOGICAL MATERIAL(S) in the LICENSED FIELD A and LICENSED FIELD B and (b) an EXCLUSIVE LICENSE to make, have made, use, made and sell the LICENSED PRODUCT(S) and to provide the LICENSED SERVICE(Suse BIOLOGICAL MATERIAL(S) in LICENSED FIELD A and LICENSED FIELD B. (c) For clarity, the TERRITORY within EXCLUSIVE LICENSE granted pursuant to subsection (b) does not include the FIELD OF USE right to sell and have sold BIOLOGICAL MATERIAL(S) which JHU and Company agree would be conducted under the PATENT RIGHTS. 2.2 The EXCLUSIVE LICENSE granted under subsection (a). Company may sublicense agrees that the [***] are expressly excluded from [***]. These grants shall apply to others under this Agreement the Company and any AFFILIATED COMPANIES, except that any AFFILIATED COMPANIES shall provide a copy of each such sublicense agreement to JHU promptly after it is executed. Each sublicense shall include those previsions contained herein which by their terms are to be binding upon a sublicensee. 2.3 The Company shall, at its option, not have the right to include within the definition of PATENT RIGHTS sublicense others as set forth in Paragraph 2.2 below. If any inventions resulting from work AFFILIATED COMPANIES exercises rights under the Research Agreement funded by the Company and invented by a JHU employee that is an IMPROVEMENT. The exercise of this Agreement, such option shall entitle the Company to receive an EXCLUSIVE LICENSE within the FIELD OF USE with respect to the IMPROVEMENTS, to make, have made, use, and sell the LICENSED PRODUCT(S) and to provide the LICENSED SERVICE(S) in the TERRITORY under such PATENT RIGHTS. JHU shall promptly notify the Company, in writing, of any such IMPROVEMENTS and the Company shall have sixty (60) days thereafter in which to elect to exercise such option by providing JHU with written notice. Upon such notice, the elected IMPROVEMENT AFFILIATED COMPANIES shall be included in PATENT RIGHTS bound by all terms and governed by the terms conditions of this Agreement. Any such notice from JHU , including but not limited to indemnity, insurance provisions and royalty payments, which shall specify if the IMPROVEMENT has been patented or if a patent application has been filed with respect apply to the sameexercise of the rights, to the same extent as would apply had this Agreement been directly between JHU and the AFFILIATED COMPANIES. In addition, Company shall remain fully liable to JHU for all acts and obligations of AFFILIATED COMPANIES such patents or patent applications that acts of the AFFILIATED COMPANIES shall be added to Appendix A. 2.4 The Company shall have a first right of negotiation for an exclusive, world-wide, license with respect to any NEW DISCOVERY resulting from work under the Research Agreement funded by the Company and invented by a JHU employee. The financial considerations to be received by JHU for such inventions shall be reasonable for the nature considered acts of the NEW DISCOVERY considering its market potential and stage of development. JHU shall promptly notify the Company, in writing, of any such IMPROVEMENTS or NEW DISCOVERIES and the Company shall have sixty (60) days thereafter in which to elect to exercise such option. If the Company elects to exercise such option the parties agree to negotiate in good faith the terms of any such license.

Grants. 2.1 Subject (a) LICENSOR hereby grants to LICENSEE and LICENSEE hereby accepts from LICENSOR a sole and exclusive royalty bearing right and license for the terms TERRITORY under PATENT RlGHTS and conditions of this Agreement, on the EFFECTIVE DATE JHU will grant to the Company an EXCLUSIVE LICENSE KNOW-HOW to make, have made, use, import, offer to sell and sell or have sold on its behalf PRODUCT, including the LICENSED PRODUCT(Sright to sublicense third parties. LICENSEE shall have the right to extend such license to its AFFILIATES. (b) and Notwithstanding anything else to provide the LICENSED SERVICE(S) in the TERRITORY within the FIELD OF USE under the PATENT RIGHTScontrary, LICENSEE may not sublicense all rights licensed to LICENSEE hereunder without LICENSOR's written consent, which consent shall not be unreasonably withheld. 2.2 The Company may sublicense Any permitted sublicenses shall provide that all applicable sections of this Agreement shall be binding on the SUBLICENSEE as if it was a party to others this Agreement. LICENSOR shall be made a third party beneficiary under the sublicense. In addition, LICENSEE agrees to remain responsible and liable for the performance of a SUBLICENSEE under this Agreement and to forward to LICENSOR a copy of any and all fully executed sublicense agreements. Any sublicense shall provide that the SUBLICENSEE shall become a direct licensee of LICENSOR upon termination of the license under this Agreement, pursuant to Section 10.3(a) or (b), and that the SUBLICENSEE shall not grant a further sublicense of all rights hereunder, except upon the written approval of LICENSOR. However, such SUBLICENSEE may for marketing purposes grant sublicenses on a country-by-country basis. 2.3 Notwithstanding anything else to the contrary, LICENSEE agrees that KNOW-HOW and PATENT RIGHTS shall be used by LICENSEE only in and for PRODUCTS and their development for sale in the TERRITORY, all in accordance with this Agreement, and, except as set forth in Paragraph 10.1 of this Agreement, can only be used by LICENSEE for so long as and to the extent that LICENSEE maintains a license under this Agreement. 2.4 Notwithstanding anything else to the contrary, in the event that LICENSEE'S rights and licenses under this Agreement are terminated, LICENSEE agrees (a) not to use KNOW-HOW or VALID CLAIMS of PATENT RIGHTS or any Confidential Information developed by LICENSEE which is derived from or based on KNOW-HOW or PATENT RIGHTS for the research, development, making, using or selling of any PRODUCT and (b) not to do any of the foregoing while this Agreement is in force for any PRODUCT except as licensed under this Agreement. 2.5 The above licenses to sell any PRODUCT for which a royalty has been paid under this Agreement includes the right of LICENSEE, its AFFILIATES and SUBLICENSEES to grant to the purchaser thereof the right to use and/or resell such purchased PRODUCT without payment of any further royalty hereunder. 2.6 All licenses pursuant to Paragraph 2.1 above to PATENT RIGHTS conceived or first actually reduced to practice during the course of research funded by a U.S. federal agency are subject to the rights, conditions and limitations imposed by U.S. law. The words "sole and exclusive license" as used herein shall mean sole and exclusive except for the royalty free non-exclusive license granted to the U.S. government by LICENSOR pursuant to 35 USC Section 202 (c) (4) for any PATENT RIGHTS claiming any INVENTION subject to 35 USC Section 201 and any other federal laws and applicable regulations. (a) LICENSEE shall select and use reasonable efforts and diligence under the circumstances to research, develop and then commercialize a selected PRODUCT. The efforts of a SUBLICENSEE and/or an AFFILIATE shall be considered as efforts of LICENSEE. At least once each year LICENSEE shall provide a copy of each such sublicense agreement report to JHU promptly after it is executed. Each sublicense shall include those previsions contained herein which by their terms are to be binding upon a sublicensee. 2.3 The Company shall, at its option, have the right to include within the definition of PATENT RIGHTS any inventions resulting from work under the Research Agreement funded by the Company and invented by a JHU employee that is an IMPROVEMENT. The exercise of such option shall entitle the Company to receive an EXCLUSIVE LICENSE within the FIELD OF USE with respect to the IMPROVEMENTS, to make, have made, use, and sell the LICENSED PRODUCT(S) and to provide the LICENSED SERVICE(S) in the TERRITORY under such PATENT RIGHTS. JHU shall promptly notify the CompanyLICENSOR, in writing, summarizing in reasonable detail its efforts under this paragraph. (b) In the event that LICENSOR reasonably believes that LICENSEE is not making reasonable efforts under the circumstances to develop and then commercialize a selected PRODUCT by LICENSEE pursuant to Paragraph 2.7 (a) then LICENSOR shall provide written notice to LICENSEE which specifies LICENSOR's basis for such belief and what additional efforts LICENSOR believes should be made by LICENSEE. Upon receipt of such written notice, LICENSOR and LICENSEE shall enter into good faith negotiations in order to reach mutual agreement as to what efforts by LICENSEE shall satisfy the requirements of this Paragraph. If such mutual agreement is not reached within thirty (30) days after receipt of such written notice, then, in addition to any such IMPROVEMENTS other remedies it may have outside the scope of arbitration, LICENSOR may notify LICENSEE of its intention to terminate this Agreement and the Company license hereunder which shall have sixty take effect thirty (6030) days thereafter in which after written notice to elect LICENSEE unless LICENSEE either (i) cures such failure prior to exercise expiration of such option by providing JHU with written notice. Upon such notice, thirty (30) day period or (ii) invokes the elected IMPROVEMENT shall be included in PATENT RIGHTS and governed by the terms arbitration provisions of Paragraph 11.2 of this Agreement. Any such notice from JHU , which arbitration shall specify if be conducted on an expedited basis. (c) As part of LICENSEE's obligation hereunder, LICENSEE shall meet the IMPROVEMENT has been patented or if a patent application has been filed following milestones: (i) Initiate Phase III clinical trails with respect to a PRODUCT pursuant to the same, rules of the U.S. Food & Drug Administration ("FDA") by [Information omitted and such patents filed separately with the Commission under Rule 24b-2.] (ii) File a New Drug Application or patent applications shall be added to Appendix A. 2.4 The Company shall have a first right of negotiation for an exclusive, world-wide, license Product License Application (NDA/PLA) with respect to PRODUCT with the FDA by [Information omitted and filed separately with the Commission under Rule 24b-2.] and (iii) Obtain regulatory approval from the FDA to market and sell a PRODUCT by [Information omitted and filed separately with the Commission under Rule 24b-2.] The fact that LICENSEE has met any NEW DISCOVERY resulting from work or all of the foregoing milestones shall not be conclusive evidence that LICENSEE has met is obligations under the Research Agreement funded by the Company and invented by a JHU employeeSection 2.7(a). The financial considerations to parties recognize that pharmaceutical development is a dynamic process and that unexpected delays may be received by JHU for such inventions shall be reasonable for the nature encountered as a result of the NEW DISCOVERY considering its market potential unanticipated scientific, medical and stage of development. JHU shall promptly notify the Companyregulatory issues and, accordingly, in writingthe event of such a delay, beyond the control of any such IMPROVEMENTS or NEW DISCOVERIES and the Company shall have sixty (60) days thereafter in which LICENSEE, LICENSOR agrees to elect to exercise such option. If the Company elects to exercise such option the parties agree to negotiate consider in good faith a request for reasonable adjustments to relevant milestone dates. 2.8 Subject to Section 2.7, LICENSEE shall have sole discretion for making all decisions relating to the terms commercialization and marketing of any such licensePRODUCT.

Grants. 2.1 Subject to the terms and conditions of this License Agreement, on CIMA hereby grants, and NCH hereby accepts, an exclusive license under the EFFECTIVE DATE JHU will grant Exclusive CIMA Patents and Know-How; and a nonexclusive license under the Nonexclusive CIMA Patents, all as set forth in EXHIBIT B, including the right to the Company an EXCLUSIVE LICENSE sublicense, to make, make and have mademade (subject to Article 12 hereof), use, market, distribute, offer for sale and sell the LICENSED PRODUCT(S) and to provide the LICENSED SERVICE(S) Products in the TERRITORY within Field and in the FIELD OF USE Territory. [...***...] 2.2 CIMA hereby grants, and NCH hereby accepts, an exclusive option to acquire an exclusive license under the PATENT RIGHTS. 2.2 The Company may sublicense to others Exclusive CIMA Patents and Know-How; and a nonexclusive license under this Agreement and shall provide a copy of each such sublicense agreement to JHU promptly after it is executed. Each sublicense shall include those previsions contained herein which by their terms are to be binding upon a sublicensee. 2.3 The Company shallthe Nonexclusive CIMA Patents, at its option, have including the right to include within the definition of PATENT RIGHTS any inventions resulting from work under the Research Agreement funded by the Company and invented by a JHU employee that is an IMPROVEMENT. The exercise of such option shall entitle the Company to receive an EXCLUSIVE LICENSE within the FIELD OF USE with respect to the IMPROVEMENTSsublicense, to makemake and have made (subject to terms substantially similar to those set forth in Article 12 hereof), have mademarket, usedistribute, offer for sale and sell the LICENSED PRODUCT(S) and to provide the LICENSED SERVICE(S) pharmaceutical products in the TERRITORY under such PATENT RIGHTS. JHU shall promptly notify Field and in the Company, in writing, of any such IMPROVEMENTS and the Company shall have sixty (60) days thereafter in which to elect to exercise such option by providing JHU with written notice. Upon such notice, the elected IMPROVEMENT Territory [...***...] The Option shall be included in PATENT RIGHTS effect for [...***...] beginning on the Effective Date (the "Option Period"). In consideration for the Option, NCH shall pay to CIMA a non-refundable option fee of [...***...] (the "Option Fee") upon execution of this License Agreement. NCH may exercise the Option by notifying CIMA in writing at any time during the Option Period of its decision to do so. NCH and governed by CIMA shall negotiate in good faith mutually agreed upon terms under which NCH shall acquire the exclusive license described above in this Section 2.2, which terms shall be no less favorable to NCH than the terms of this License Agreement. Any such notice from JHU shall specify if the IMPROVEMENT has been patented or if a patent application has been filed with respect to the same, and such patents or patent applications The final agreement memorializing these terms shall be added entered into in the event NCH exercises the Option, no later than the end of the Option Period. During the Option Period, CIMA will not enter into discussions with any other party concerning developing, commercializing or making any product covered by the Option. The Option Fee shall be fully creditable against any license fees, royalties and/or milestone payments payable by NCH to Appendix A.CIMA pursuant to any agreement entered into between NCH and CIMA memorializing the agreed upon terms under which NCH shall acquire the exclusive license described in this Section 2.2. 2.3 [...***...] 2.4 The Company Upon the expiration (but not the earlier termination) of the Royalty Period, NCH shall have a first right of negotiation for an exclusivenonrevocable, worldperpetual, paid-wideup, royalty-free, non-exclusive license with respect to any NEW DISCOVERY resulting from work under the Research Agreement funded by CIMA Patents and Know-How, with the Company and invented by a JHU employee. The financial considerations right to be received by JHU for such inventions shall be reasonable for the nature of the NEW DISCOVERY considering its market potential and stage of development. JHU shall promptly notify the Companysublicense, in writingthe Field and in the Territory, of any such IMPROVEMENTS or NEW DISCOVERIES to make and have made (subject to Article 12 hereof), use, market, distribute, offer for sale and sell Products in the Company shall have sixty (60) days thereafter Field and in which to elect to exercise such option. If the Company elects to exercise such option the parties agree to negotiate in good faith the terms of any such licenseTerritory.

Grants. 2.1 Subject (a) UNIVERSITY hereby grants to NITROMED and NITROMED hereby accepts from UNIVERSITY a sole and exclusive royalty bearing right and license for the terms LICENSED TERRITORY under PATENT RIGHTS, INFORMATION and conditions of this Agreement, on the EFFECTIVE DATE JHU will grant to the Company an EXCLUSIVE LICENSE INVENTION to make, have made, use, use and sell or have sold on its behalf PRODUCT or PROCESS, including the LICENSED PRODUCT(S) and right to provide the LICENSED SERVICE(S) in the TERRITORY within the FIELD OF USE under the PATENT RIGHTS. 2.2 The Company may sublicense to others under this Agreement and third parties. NITROMED shall provide a copy of each such sublicense agreement to JHU promptly after it is executed. Each sublicense shall include those previsions contained herein which by their terms are to be binding upon a sublicensee. 2.3 The Company shall, at its option, have the right to include within extend such license to its AFFILIATES. Such license shall be subject to the definition provisions of Paragraph 4.2 hereunder. (b) In the event that PATENT RIGHTS and INVENTIONS are co-owned by UNIVERSITY and a third party, the license granted in Paragraph 5.1(a) shall only apply to UNIVERSITY'S interest in such PATENT RIGHTS and INVENTIONS. For PATENT RIGHTS or INVENTIONS owned jointly by UNIVERSITY and a third party, pursuant to Paragraph 7.1(a) of this Agreement, UNIVERSITY shall attempt to obtain an agreement granting on behalf of all of the owners thereof a sole and exclusive right and license to NITROMED. If terms agreeable to all of the parties (including such third party assignees) can not be reached or, at NITROMED's request, UNIVERSITY will be relieved from its obligations under Paragraph 7.1(a) of this Agreement and only UNIVERSITY'S interest in such PATENT RIGHTS and INVENTION shall be licensed to NITROMED under Paragraph 5.1(a) of this Agreement. 5.2 NITROMED agrees to forward to UNIVERSITY a copy of any inventions resulting and all fully executed sublicense agreements, and further agrees to forward to UNIVERSITY annually a copy of such reports received by NITROMED from work its SUBLICENSEES during the preceding twelve (12) month period under the Research sublicensees as shall be pertinent to a royalty accounting to UNIVERSITY under said sublicense agreements. 5.3 The above licenses to sell any PRODUCT for which a royalty has been paid under this Agreement funded includes the right of NITROMED, its AFFILIATES, and SUBLICENSEES to grant to the purchaser thereof the right to use and/or resell such purchased PRODUCT without payment of any further royalty hereunder. 5.4 Any license granted to NITROMED pursuant to paragraph 5.1 shall be subject to the Boston University Medical Center Patent Policy. Additionally, the license is subject to the following: (i) for UNIVERSITY and its affiliate, University Hospital, Inc., to retain a non-exclusive license for noncommercial research purposes only and if and to the extent applicable to the licensed invention, that the rights of the United States of America as set forth in Public Laws 96-517 and 98-620 (codified at 35 U.S.C. 200 ET SEQ.) are specifically reserved, and that NITROMED shall comply with the provisions of said laws and specifically with 35 U.S.C. 204, as amended from time to time. 5.5 UNIVERSITY agrees not to use or to acquire materials for use in any SPONSORED RESEARCH PROGRAM under terms that will prevent UNIVERSITY from granting NITROMED exclusive rights to PATENT RIGHTS, INFORMATION and INVENTION as provided in this Section 5 without the prior written consent of NITROMED. (a) Taking into account the complexity, and stage of development of the PRODUCT and the science related thereto, NITROMED shall select and use best efforts under the circumstances to research, develop and then commercialize such selected PRODUCT. The efforts of a SUBLICENSEE and/or an AFFILIATE and/or the RESEARCH PROGRAM shall be considered as efforts of NITROMED. (b) In the event that UNIVERSITY reasonably believes that NITROMED is not making best efforts under the circumstances to research, develop and then commercialize a selected PRODUCT by NITROMED pursuant to Paragraph 5.6(a) then UNIVERSITY shall provide written notice to NITROMED which specifies UNIVERSITY's basis for such belief and what additional efforts UNIVERSITY believes should be made by NITROMED. Upon receipt of such written notice, UNIVERSITY and NITROMED shall enter into good faith negotiations in order to reach mutual agreement as to what efforts by NITROMED shall satisfy the requirements of this Paragraph 5.6, and if such mutual agreement is not reached within ninety (90) days after receipt of such written notice, then the parties agree to submit to arbitration pursuant to Paragraph 14.2 to determine the efforts which should be exerted by NITROMED. Thereafter, NITROMED shall exert the efforts determined by the Company parties or in such arbitration. (c) If NITROMED fails to exert the efforts determined by the parties or in such arbitration, UNIVERSITY's sole and invented by exclusive remedy for NITROMED's failure to meet such efforts is for the licenses granted hereunder to be converted from an exclusive right and license to a JHU employee that is an IMPROVEMENT. The exercise of such option shall entitle non-exclusive license without the Company right to receive an EXCLUSIVE LICENSE within the FIELD OF USE with respect sublicense to the IMPROVEMENTS, to make, have made, use, and sell the LICENSED PRODUCT(S) and to provide the LICENSED SERVICE(S) in the TERRITORY under such PATENT RIGHTS. JHU shall promptly notify the Company, in writing, of any such IMPROVEMENTS and the Company shall have take effect sixty (60) days thereafter in which after prior written notice unless NITROMED cures such failure. Pursuant to Paragraph 13.5 existing -14- SUBLICENSEES can elect to exercise obtain a direct license from UNIVERSITY. Notwithstanding the foregoing, NITROMED shall retain the right to grant sublicenses in conjunction with the granting of a license to all or a portion of NITROMED's technology (not acquired from University) where such option by providing JHU sublicense grants rights used with written notice. Upon or in, or for such noticeNITROMED technology. 5.7 UNIVERSITY acknowledges that NITROMED is in the business of developing, the elected IMPROVEMENT manufacturing and selling of medical processes and products and nothing in this Agreement shall be included in PATENT RIGHTS construed as restricting such business or imposing on NITROMED the duty to market, and/or sell and governed by the terms of this Agreement. Any such notice from JHU shall specify if the IMPROVEMENT has been patented or if a patent application has been filed with respect exploit PRODUCT for which royalties are due hereunder to the sameexclusion of or in preference to any other product or process, and such patents or patent applications shall be added provided that this Paragraph does not diminish NITROMED's obligations under Paragraph 5.6. 5.8 Subject to Appendix A. 2.4 The Company Section 5.6, NITROMED shall have a first right sole discretion for making all decisions relating to the commercialization and marketing of negotiation for an exclusive, world-wide, license with respect to any NEW DISCOVERY resulting from work under the Research Agreement funded by the Company and invented by a JHU employee. The financial considerations to be received by JHU for such inventions shall be reasonable for the nature of the NEW DISCOVERY considering its market potential and stage of development. JHU shall promptly notify the Company, in writing, of any such IMPROVEMENTS or NEW DISCOVERIES and the Company shall have PRODUCT 5.9 Within sixty (60) days thereafter after the end of each calendar year, NITROMED shall report in which writing to elect to exercise such option. If UNIVERSITY on the Company elects to exercise such option the parties agree to negotiate in good faith the terms progress of any such licenseits efforts under Paragraph 5.6.