Common use of LICENSE GRANT AND TERM Clause in Contracts

LICENSE GRANT AND TERM. 3.1 Subject to all the terms and conditions of this Agreement, YALE hereby grants to LICENSEE and its AFFILIATES an exclusive, sublicensable (in accordance with Article 7) license, subject to Article 3.3 under the LICENSED PATENTS to make, have made, use, offer for sale, sell, have sold, import and export LICENSED PRODUCTS, to practice, sell and offer for sale LICENSED METHODS, and to otherwise exploit the LICENSED PATENTS within the FIELD in the LICENSED TERRITORY (the “LICENSE”). 3.2 To the extent that any invention included within the LICENSED PATENTS has been funded in whole or in part by the United States government, the United States government retains certain rights in such invention as set forth in 35 U.S.C. §200-212 and all regulations promulgated thereunder, as amended, and any successor statutes and regulations (the “Federal Patent Policy”). As a condition of the license granted hereby, LICENSEE acknowledges and shall comply with all aspects of the Federal Patent Policy applicable to the LICENSED PATENTS, including the obligation (if applicable) that LICENSED PRODUCTS used or sold in the United States be manufactured substantially in the United States. Nothing contained in this Agreement obligates or shall obligate YALE to take any action that would conflict in any respect with its past, current or future obligations to the United States Government under the Federal Patent Policy with respect to the LICENSED PATENTS. YALE has taken, and shall continue to take actions necessary under the Federal Patent Policy to secure ownership of the LICENSED PATENTS for YALE. 3.3 The LICENSE is expressly made subject to YALE’s reservation of the non-exclusive right, on behalf of itself and all other non-profit academic research institutions, to make, use and practice the LICENSED PATENTS and LICENSED PRODUCTS for research, clinical, teaching or other non-commercial purposes, and not for purposes of commercial development, use, manufacture or distribution. 3.4 Unless terminated earlier as provided in Article 13, the term of this Agreement (the “TERM”) shall commence on the EFFECTIVE DATE and shall automatically expire, on a country-by-country basis, on the date on which the last of the claims of the patents and patent applications described in the LICENSED PATENTS in such country expires, lapses or is declared to be invalid by a non-appealable decision of a court or other authority of competent jurisdiction. 3.5 Nothing in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses under patents of YALE other than the LICENSED PATENTS. Except as expressly provided in this Agreement, under no circumstances will LICENSEE, as a result of this Agreement, obtain any interest in or any other right to any technology, know-how, patents, patent applications, materials or other intellectual or proprietary property of YALE. 3.6 Notwithstanding anything to the contrary in Article 8, LICENSEE may register the LICENSE granted under this Agreement in any country in the LICENSED TERRITORY. Upon request by LICENSEE, YALE agrees promptly to execute any “short form” licenses in substantially the form attached hereto as Exhibit 1 submitted to it by LICENSEE reasonably necessary to effect the foregoing registration in such country. 3.7 Nothing in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses, interests or rights under technology, know-how, patents, patent applications, materials or other intellectual or proprietary property of LICENSEE, AFFILIATES or SUBLICENSEES.

LICENSE GRANT AND TERM. 3.1 3.1. Subject to all the terms and conditions of this Agreement, YALE hereby grants to LICENSEE and its AFFILIATES an exclusive, sublicensable (in accordance with Article 7) exclusive license, subject with the right to Article 3.3 sublicense, under the LICENSED PATENTS and a non-exclusive license, with the right to sublicense, under the LICENSED INFORMATION, in each case to make, have made, use, offer for sale, sell, have sold, import import, export and export otherwise exploit LICENSED PRODUCTS, to practice, sell and offer for sale LICENSED METHODS, and to otherwise exploit the practice any LICENSED PATENTS METHOD, within the FIELD in the LICENSED TERRITORY (the “LICENSE”). YALE (i) represents to LICENSEE that The Xxxxxxxx Foundation (“TDF”) provided funding (but not any inventive contribution) to YALE in support of the research activities giving rise to the INVENTION and (ii) covenants to LICENSEE that TDF has irrevocably waived and disclaimed all of TDF’s right, title and interest in and to the INVENTION and the LICENSED PATENTS in a valid, binding and enforceable written agreement between TDF and YALE so as to enable LICENSEE to enjoy the exclusivity intended by the LICENSE with no obligation, financial or otherwise, of LICENSEE to TDF. 3.2 3.2. To the extent that any invention included within the LICENSED PATENTS has been funded in whole or in part by the United States government, the United States government retains certain rights in such invention as set forth in 35 U.S.C. §200-212 and all regulations promulgated thereunder, as amended, and any successor statutes and regulations (the “Federal Patent Policy”). As a condition of the license LICENSE granted hereby, LICENSEE acknowledges and shall comply with all aspects of the Federal Patent Policy applicable to the LICENSED PATENTS, including including, solely if and to the extent applicable, the obligation (if applicable) that LICENSED PRODUCTS used or sold in the United States be manufactured substantially in the United States. Nothing contained in this Agreement obligates or shall obligate YALE to take any action that would conflict in any respect with its past, current or future obligations to the United States Government under the Federal Patent Policy with respect to the LICENSED PATENTS. YALE has taken, and shall continue to take actions necessary under the Federal Patent Policy to secure ownership of the LICENSED PATENTS for YALE. 3.3 3.3. The LICENSE is expressly made subject to YALE’s reservation of the non-exclusive right, on behalf of itself and all other non-profit academic research institutions, to make, use and practice the LICENSED PATENTS and LICENSED PRODUCTS METHODS for research, clinical, teaching or other non-commercial purposes, and not for purposes purposes, whether itself or through any licensee or other third party, of commercial development, use, manufacture or distribution. 3.4 Unless terminated earlier as provided in Article 13, the term of this Agreement (the “TERM”) shall commence on the EFFECTIVE DATE and shall automatically expire, on a country-by-country basis, on the date on which the last of the claims of the patents and patent applications described in the LICENSED PATENTS in such country expires, lapses or is declared to be invalid by a non-appealable decision of a court or other authority of competent jurisdiction. 3.5 . Nothing in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses under patents of YALE other than the LICENSED PATENTS. 3.4. Unless terminated earlier as provided in Article 13, the royalty term of this Agreement (the “ROYALTY TERM”) shall commence on the EFFECTIVE DATE and shall automatically expire, for purposes of any country, on the date on which the last of the LICENSED PATENTS in such country that include at least one VALID CLAIM expires. The term of this Agreement (the “TERM”) shall expire upon expiration of the last-to-expire ROYALTY TERM or, if earlier, upon the effective date of termination in accordance with Article 13. 3.5. Except as expressly provided in this Agreement, under no circumstances will LICENSEE, as a result of this Agreement, obtain any interest in or any other right to any technology, know-how, patents, patent applications, materials or other intellectual or proprietary property of YALE. 3.6 Notwithstanding anything to the contrary in Article 8, LICENSEE may register the LICENSE granted under this Agreement in any country in the LICENSED TERRITORY. Upon request by LICENSEE, YALE agrees promptly to execute any “short form” licenses in substantially the form attached hereto as Exhibit 1 submitted to it by LICENSEE reasonably necessary to effect the foregoing registration in such country. 3.7 Nothing in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses, interests or rights under technology, know-how, patents, patent applications, materials or other intellectual or proprietary property of LICENSEE, AFFILIATES or SUBLICENSEES.

LICENSE GRANT AND TERM. 3.1 Subject to all the terms and conditions of this Agreement, YALE hereby grants to LICENSEE and its AFFILIATES an exclusive, sublicensable (in accordance with Article 7) exclusive license, subject to Article 3.3 under the LICENSED PATENTS PATENTS, with the right to sublicense through multiple tiers, to make, have made, use, have used, offer for sale, have offered for sale, sell, have sold, import and import, have imported, export or have exported LICENSED PRODUCTS, to practice, sell and offer for sale LICENSED METHODS, and to otherwise exploit the practice any LICENSED PATENTS METHOD, within the FIELD in the LICENSED TERRITORY (the “LICENSE”). 3.2 To the extent that any invention included within the LICENSED PATENTS has been funded in whole or in part by the United States government, the United States government retains certain rights in such invention as set forth in 35 U.S.C. §200-212 and all regulations promulgated thereunder, as amended, and any successor statutes and regulations (the “Federal Patent Policy”). As a condition of the license granted hereby, LICENSEE acknowledges and shall comply with all aspects of the Federal Patent Policy applicable to the LICENSED PATENTS, including the obligation (if applicable) that LICENSED PRODUCTS used or sold in the United States be he manufactured substantially in the United States. Nothing contained in this Agreement obligates or shall obligate YALE to take any action that would conflict in any respect with its past, current present or future obligations to the United States Government under the Federal Patent Policy with respect to the LICENSED PATENTS. YALE has taken, and shall continue to take actions necessary under the Federal Patent Policy to secure ownership of the LICENSED PATENTS for YALE. 3.3 The LICENSE is expressly made subject to YALE’s reservation of the non-exclusive right, on behalf of itself and all other non-profit academic research institutions, to make, use and practice the LICENSED PATENTS and LICENSED PRODUCTS METHODS for research, clinical, teaching or other non-commercial purposes, and not for purposes of commercial development, use, manufacture or distribution. Nothing in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses under patents of YALE other than the LICENSED PATENTS. 3.4 Unless terminated earlier as provided in Article 13, the term of this Agreement (the “TERM”) shall commence on the EFFECTIVE DATE and shall automatically expire, on a country-by-country basis, on the date on which the last of the claims of the patents and patent applications described in the LICENSED PATENTS in such country expires, lapses or is declared to be invalid by a non-appealable decision of a court or other authority of competent jurisdictionexpire. 3.5 Nothing in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses under patents of YALE other than the LICENSED PATENTS. Except as expressly provided in this Agreement, under no circumstances will LICENSEE, as a result of this Agreement, obtain any interest in or any other right to any technology, know-how, patents, patent applications, materials or other intellectual or proprietary property of YALE. 3.6 Notwithstanding anything to the contrary in Article 8, LICENSEE may register the LICENSE granted under this Agreement in any country in the LICENSED TERRITORY. Upon request by LICENSEE, YALE agrees promptly to execute any “short form” licenses in substantially the form attached hereto as Exhibit 1 submitted to it by LICENSEE reasonably necessary to effect the foregoing registration in such country. 3.7 Nothing in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses, interests or rights under technology, know-how, patents, patent applications, materials or other intellectual or proprietary property of LICENSEE, AFFILIATES or SUBLICENSEES.

LICENSE GRANT AND TERM. 3.1 3.1. Subject to all the terms and conditions of this Agreement, YALE INSTITUTIONS hereby grants to LICENSEE and its AFFILIATES an exclusive, sublicensable (in accordance with Article 7) exclusive license, subject to Article 3.3 under the LICENSED PATENTS PATENTS, with the right to grant sublicenses, to make, have made, use, offer for sale, sell, have sold, import and or export LICENSED PRODUCTS, to practice, sell and offer for sale LICENSED METHODS, and to otherwise exploit the practice any LICENSED PATENTS METHOD, within the FIELD in the LICENSED TERRITORY (the “"LICENSE”"). 3.2 3.2. To the extent that any invention included within the LICENSED PATENTS has been funded in whole or in part by the United States government, the United States government retains certain rights in such invention as set forth in 35 U.S.C. §200ss.200-212 and all regulations promulgated thereunder, as amended, and any successor statutes and regulations (the “"Federal Patent Policy”"). As a condition of the license granted hereby, LICENSEE acknowledges and shall comply with all aspects of the Federal Patent Policy applicable to the LICENSED PATENTS, including the obligation (if applicable) that LICENSED PRODUCTS used or sold in the United States be manufactured substantially in the United States. Nothing contained in this Agreement obligates or shall obligate YALE INSTITUTIONS to take any action that would conflict in any respect with its past, current or future obligations to the United States Government under the Federal Patent Policy with respect to the LICENSED PATENTS. YALE has taken, and shall continue to take actions necessary under the Federal Patent Policy to secure ownership of the LICENSED PATENTS for YALE. 3.3 3.3. The LICENSE is expressly made subject to YALE’s INSTITUTIONS's reservation of the non-exclusive right, on behalf of itself and all other non-profit academic research institutions, right to make, use and practice the LICENSED PATENTS and LICENSED PRODUCTS METHODS for researchACADEMIC RESEARCH PURPOSES. Nothing in this Agreement shall be construed to grant by implication, clinical, teaching estoppel or otherwise any licenses under patents of INSTITUTIONS other non-commercial purposes, and not for purposes of commercial development, use, manufacture or distributionthan the LICENSED PATENTS. 3.4 3.4. Unless terminated earlier as provided in Article 13, the term of this Agreement (the “"TERM”") shall commence on the EFFECTIVE DATE and shall automatically expire, on a country-by-country basis, on the date on which the last of the claims of the patents and patent applications described in the LICENSED PATENTS in such country expires, lapses or is declared to be invalid by a non-appealable decision of a court or other authority of competent jurisdictionjurisdiction through no fault or cause of LICENSEE. 3.5 Nothing in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses under patents of YALE other than the LICENSED PATENTS3.5. Except as expressly provided in this Agreement, under no circumstances will LICENSEE, as a result of this Agreement, obtain any interest in or any other right to any technology, know-how, patents, patent applications, materials or other intellectual or proprietary property of YALEINSTITUTIONS. 3.6 Notwithstanding anything to the contrary in Article 8, LICENSEE may register the LICENSE granted under this Agreement in any country in the LICENSED TERRITORY. Upon request by LICENSEE, YALE agrees promptly to execute any “short form” licenses in substantially the form attached hereto as Exhibit 1 submitted to it by LICENSEE reasonably necessary to effect the foregoing registration in such country. 3.7 Nothing in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses, interests or rights under technology, know-how, patents, patent applications, materials or other intellectual or proprietary property of LICENSEE, AFFILIATES or SUBLICENSEES.

LICENSE GRANT AND TERM. 3.1 Subject to all the terms and conditions of this Agreement, YALE hereby grants to LICENSEE and its AFFILIATES an exclusive, sublicensable (in accordance with Article 7) exclusive license, subject to Article 3.3 under the LICENSED PATENTS PATENTS, with the right to grant sublicenses, to make, have made, use, offer for sale, sell, have sold, import and export LICENSED PRODUCTS, to practice, sell and offer for sale LICENSED METHODS, and to otherwise exploit the practice any LICENSED PATENTS METHOD, within the FIELD in the LICENSED TERRITORY (the “LICENSE”). 3.2 To the extent that any invention included within the LICENSED PATENTS has been funded in whole or in part by the United States government, the United States government retains certain rights in such invention as set forth in 35 U.S.C. §200-212 and all regulations promulgated thereunder, as amended, and any successor statutes and regulations (the “Federal Patent Policy”). As a condition of the license granted hereby, LICENSEE acknowledges and shall comply with all aspects of the Federal Patent Policy applicable to the LICENSED PATENTS, including the obligation (if applicable) that LICENSED PRODUCTS used or sold in the United States be manufactured substantially in the United States. Nothing contained in this Agreement obligates or shall obligate YALE to take any action that would conflict in any respect with its past, current or future obligations to the United States Government under the Federal Patent Policy with respect to the LICENSED PATENTS. YALE has taken, and shall continue to take actions necessary under the Federal Patent Policy to secure ownership of the LICENSED PATENTS for YALE. 3.3 The LICENSE is expressly made subject to YALE’s reservation of the non-exclusive right, on behalf of itself and all other non-profit academic research institutions, right to make, use and practice the LICENSED PATENTS and LICENSED PRODUCTS METHODS for research, clinical, teaching or other non-commercial purposes, and to give academic research institutions access to the LICENSED PATENTS and LICENSED METHODS for research, clinical, or teaching purposes and not for purposes of commercial development, use, manufacture or distribution. 3.4 Unless terminated earlier as provided in Article 13, the term of this Agreement (the “TERM”) shall commence on the EFFECTIVE DATE and shall automatically expire, on a country-by-country basis, on the date on which the last of the claims of the patents and patent applications described in the LICENSED PATENTS in such country expires, lapses or is declared to be invalid by a non-appealable decision of a court or other authority of competent jurisdiction. 3.5 . Nothing in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses under patents of YALE other than the LICENSED PATENTS. . 3.4 Unless terminated earlier as provided in Article 13, the term of the LICENSE shall commence on the EFFECTIVE DATE and shall automatically expire on the date on which the last of the claims of the patents described in the LICENSED PATENTS expires, lapses or is declared to be invalid by a non-appealable decision of a court of competent jurisdiction through no fault or cause of LICENSEE (the “TERM”). 3.5 Upon expiration of this Agreement, the LICENSE granted in Article 3.1 shall automatically convert to a fully paid-up, non-royalty bearing and non-exclusive license. 3.6 Upon conversion to a non-exclusive license under Article 3.5, the LICENSEE’s right to grant any sublicense terminates and each existing sublicense shall convert to a fully paid¬-up, non-royalty bearing and non-exclusive license in the applicable country or countries. 3.7 Except as expressly provided in this Agreement, under no circumstances will LICENSEE, as a result of this Agreement, obtain any interest in or any other right to any technology, know-how, patents, patent applications, materials or other intellectual or proprietary property of YALE. 3.6 Notwithstanding anything to the contrary in Article 8, LICENSEE may register the LICENSE granted under this Agreement in any country in the LICENSED TERRITORY. Upon request by LICENSEE, YALE agrees promptly to execute any “short form” licenses in substantially the form attached hereto as Exhibit 1 submitted to it by LICENSEE reasonably necessary to effect the foregoing registration in such country. 3.7 Nothing in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses, interests or rights under technology, know-how, patents, patent applications, materials or other intellectual or proprietary property of LICENSEE, AFFILIATES or SUBLICENSEES.

LICENSE GRANT AND TERM. 3.1 2.1 Subject to all the terms and conditions of this Agreement, YALE MOFFITT hereby grants to LICENSEE and (a) an exclusive license to its AFFILIATES an exclusive, sublicensable (in accordance with Article 7) license, subject to Article 3.3 rights under the LICENSED PATENTS PATENTS, with the right to grant sublicenses, to make, have made, use, offer for salesell, have sold, import or export products within the FIELD in the LICENSED TERRITORY, and to practice processes and methods covered by the LICENSED PATENTS in connection with the foregoing, and (b) a non-exclusive license under the LICENSED INFORMATION to make, have made, use, sell, have sold, import and or export LICENSED PRODUCTS, to practice, sell and offer for sale LICENSED METHODS, and to otherwise exploit the LICENSED PATENTS products within the FIELD in the LICENSED TERRITORY and to practice processes and methods covered by the LICENSED INFORMATION in connection with the foregoing (collectively, the “LICENSE”). 3.2 2.2 To the extent that any invention included within the LICENSED PATENTS TECHNOLOGIES has been funded in whole or in part by the United States government, the United States government retains certain rights in such invention as set forth in including but not limited to 35 U.S.C. §200-212 and all regulations promulgated thereunder, as amended, and any successor statutes and regulations (collectively the “Federal Patent PolicyFEDERAL PATENT POLICY”). As a condition of the license LICENSE granted hereby, LICENSEE acknowledges and shall comply with all aspects of the Federal Patent Policy FEDERAL PATENT POLICY applicable to the LICENSED PATENTSTECHNOLOGIES, including the obligation (if applicable) that LICENSED PRODUCTS TECHNOLOGIES used or sold in the United States be manufactured substantially in the United States. Nothing contained in this Agreement obligates or shall obligate YALE MOFFITT to take any action that would conflict in any respect with its past, current or future obligations to the United States Government under the Federal Patent Policy FEDERAL PATENT POLICY with respect to the LICENSED PATENTS. YALE has taken, and shall continue to take actions necessary under the Federal Patent Policy to secure ownership of the LICENSED PATENTS for YALETECHNOLOGIES. 3.3 The LICENSE is expressly made subject to YALE’s reservation of the non-exclusive right, on behalf of itself and all other non-profit academic research institutions, to make, use and practice the LICENSED PATENTS and LICENSED PRODUCTS for research, clinical, teaching or other non-commercial purposes, and not for purposes of commercial development, use, manufacture or distribution. 3.4 Unless terminated earlier as provided in Article 13, the term of this Agreement (the “TERM”) shall commence on the EFFECTIVE DATE and shall automatically expire, on a country-by-country basis, on the date on which the last of the claims of the patents and patent applications described in the LICENSED PATENTS in such country expires, lapses or is declared to be invalid by a non-appealable decision of a court or other authority of competent jurisdiction. 3.5 Nothing in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses under patents of YALE other than the LICENSED PATENTS. 2.3 Except as expressly provided in this Agreement, under no circumstances will shall LICENSEE, as a result of this Agreement, obtain any interest in or any other right to any technology, know-how, patents, patent applications, materials or other intellectual or proprietary property of YALE. 3.6 Notwithstanding anything MOFFITT or its AFFILIATES, nor shall MOFFITT, as a result of this Agreement, acquire any interest in or any other right to the contrary in Article 8, LICENSEE may register the LICENSE granted under this Agreement in any country in the LICENSED TERRITORY. Upon request by LICENSEE, YALE agrees promptly to execute any “short form” licenses in substantially the form attached hereto as Exhibit 1 submitted to it by LICENSEE reasonably necessary to effect the foregoing registration in such country. 3.7 Nothing in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses, interests or rights under technology, know-how, patents, patent applications, materials or other intellectual or proprietary property of LICENSEE, its AFFILIATES or SUBLICENSEESSUBLICENSEEs. 2.4 MOFFITT shall disclose the LICENSED INFORMATION to LICENSEE, which LICENSEE shall be entitled to use as provided in this ARTICLE 2. 2.5 MOFFITT represents and warrants that to the best of its knowledge after due inquiry: (a) it has obtained from all relevant persons appropriate agreements vesting in MOFFITT and/or USF all rights to LICENSED PATENTS necessary to grant to LICENSEE the rights granted hereunder, and, upon the request of LICENSEE, MOFFITT shall provide to LICENSEE copies of such agreements and (b) MOFFITT and its AFFILIATES have not licensed, sublicensed, transferred or assigned any rights to a Third Party in any LICENSED PATENTS licensed under this Agreement. 2.6 Other than the obligations expressly provided in this Agreement, LICENSEE assumes no obligation (financial or otherwise) to any other PERSON not a party to this Agreement under any oral or written agreement between MOFFITT and such other PERSON (including any inter-institutional agreement between MOFFITT and USF). For the avoidance of doubt, LIXTE has no obligations under this Agreement to make any payments to USF, and any payment or other obligations to USF that may arise under the agreement between MOFFITT and USF are solely the obligation of MOFFITT.

LICENSE GRANT AND TERM. 3.1 2.1. Subject to all the terms and conditions of this Agreement, YALE MOFFITT hereby grants to LICENSEE and its AFFILIATES an exclusive, sublicensable (in accordance with Article 7) license, subject to Article 3.3 exclusive license under the LICENSED PATENTS PATENT RIGHTS, with the right to grant sublicenses in multiple tiers, to make, have made, use, offer for sale, sell, have sold, import and or export LICENSED PRODUCTS, to practice, sell and offer for sale LICENSED METHODS, and to otherwise exploit the LICENSED PATENTS TECHNOLOGIES within the FIELD in the LICENSED TERRITORY (the “"LICENSE”)") provided this Agreement is in effect and LICENSEE is not in breach of its obligations hereunder. 3.2 2.2. To the extent that any invention included within the LICENSED PATENTS PATENT RIGHTS has been funded in whole or in part by the United States government, the United States government retains certain rights in such invention as set forth in including but not limited to 35 U.S.C. §200-212 and all regulations promulgated thereunder, as amended, and any successor statutes and regulations (collectively the “Federal Patent Policy”). As a condition of the license LICENSE granted hereby, LICENSEE acknowledges and shall comply with all aspects of the Federal Patent Policy applicable to the LICENSED PATENTSTECHNOLOGIES, including the obligation (if applicable) that LICENSED PRODUCTS TECHNOLOGIES used or sold in the United States be manufactured substantially in the United States. Nothing contained in this Agreement obligates or shall obligate YALE MOFFITT to take any action that would conflict in any respect with its past, current or future obligations to the United States Government under the Federal Patent Policy with respect to the LICENSED PATENTS. YALE has taken, and shall continue to take actions necessary under the Federal Patent Policy to secure ownership of the LICENSED PATENTS for YALEPATENT RIGHTS. 3.3 The 2.3. Notwithstanding anything contained herein to the contrary, the LICENSE is expressly made subject to YALE’s XXXXXXX’x reservation of the non-exclusive rightright for MOFFITT, on behalf of itself USF, and all ALL other non-profit academic and research institutions, institutions to make, use and practice the LICENSED PATENTS PATENT RIGHTS for internal and LICENSED PRODUCTS for external collaborative not-for-profit purposes including teaching, research, clinicalcontinuing research, teaching or development, and testing and all other non-commercial purposes, and provided that such purposes do not for purposes of commercial development, use, manufacture or distribution. 3.4 Unless terminated earlier as provided in Article 13, the term of this Agreement (the “TERM”) shall commence on the EFFECTIVE DATE and shall automatically expire, on a countrydirectly benefit any for-by-country basis, on the date on which the last of the claims of the patents and patent applications described in the LICENSED PATENTS in such country expires, lapses or is declared to be invalid by a non-appealable decision of a court or other authority of competent jurisdiction. 3.5 profit entity. Nothing in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses under patents of YALE MOFFITT or USF other than the LICENSED PATENTSPATENT RIGHTS. MOFFITT shall not, without LICENSEE’S prior written consent, grant any rights or licenses to any intellectual property or technology to any third party, or transfer any data or know-how to any third party, or otherwise assist any third party in any manner that would conflict with XXXXXXX’X obligations under this Agreement. 2.4. Unless terminated earlier as provided in Article 12, the term of the LICENSE (“the TERM”) shall commence on the EFFECTIVE DATE and shall automatically expire on the earlier of: (a) the date on which the last of the claims of the patents described in the LICENSED PATENT RIGHTS expires, lapses or is declared to be invalid by a final, non-appealable decision of a court of competent jurisdiction through no fault or cause of LICENSEE; or (b) twenty (20) years after the EFFECTIVE DATE. 2.5. Except as expressly provided in this Agreement, under no circumstances will shall LICENSEE, as a result of this Agreement, obtain any interest in or any other right to any technology, know-how, patents, patent applications, materials or other intellectual or proprietary property of YALEMOFFITT. 3.6 Notwithstanding anything to the contrary in Article 8, LICENSEE may register the LICENSE granted under this Agreement in any country in the LICENSED TERRITORY. Upon request by LICENSEE, YALE agrees promptly to execute any “short form” licenses in substantially the form attached hereto as Exhibit 1 submitted to it by LICENSEE reasonably necessary to effect the foregoing registration in such country. 3.7 Nothing in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses, interests or rights under technology, know-how, patents, patent applications, materials or other intellectual or proprietary property of LICENSEE, AFFILIATES or SUBLICENSEES.

LICENSE GRANT AND TERM. 3.1 3.1. Subject to all the terms and conditions of this Agreement, YALE hereby grants to LICENSEE and its AFFILIATES an exclusive, sublicensable (in accordance with Article 7) exclusive license, subject to Article 3.3 under the LICENSED PATENTS PATENTS, with the right to grant sublicenses, to make, have made, use, offer for sale, sell, have sold, import and export LICENSED PRODUCTS, to practice, sell and offer for sale LICENSED METHODS, and to otherwise exploit the practice any LICENSED PATENTS METHOD, within the FIELD in the LICENSED TERRITORY (the “LICENSE”), and a non-exclusive license under the LICENSED INFORMATION, with the right to grant sublicenses, to use LICENSED INFORMATION solely for activities related to any LICENSED PRODUCT or LICENSED METHOD. 3.2 3.2. To the extent that any invention included within the LICENSED PATENTS has been funded in whole or in part by the United States government, the United States government retains certain rights in such invention as set forth in 35 U.S.C. §200-212 and all regulations promulgated thereunder, as amended, and any successor statutes and regulations (the “Federal Patent Policy”). As a condition of the license granted hereby, LICENSEE acknowledges and shall comply with all aspects of the Federal Patent Policy applicable to the LICENSED PATENTS, including the obligation (if applicable) that LICENSED PRODUCTS used or sold in the United States be manufactured substantially in the United States. Nothing contained in this Agreement obligates or shall obligate YALE to take any action that would conflict in any respect with its past, current or future obligations to the United States Government under the Federal Patent Policy with respect to the LICENSED PATENTS. YALE has taken, and shall continue to take actions necessary under the Federal Patent Policy to secure ownership of the LICENSED PATENTS for YALE. 3.3 3.3. The LICENSE is expressly made subject to YALE’s reservation of the non-exclusive right, on behalf of itself and all other non-profit academic research institutions, right to make, use and practice the LICENSED PATENTS PATENTS, LICENSED METHODS and LICENSED PRODUCTS INFORMATION for research, clinical, teaching or other non-commercial purposes, and to give academic research institutions access to the LICENSED PATENTS, LICENSED METHODS and LICENSED INFORMATION for research, clinical, or teaching purposes and not for purposes of commercial development, use, manufacture or distribution. Nothing in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses tinder patents of YALE other than the LICENSED PATENTS. 3.4 3.4. Unless terminated earlier as provided in Article 13, the term of this Agreement (the “TERM”) LICENSE shall commence on the EFFECTIVE DATE and shall automatically expire, on a country-by-country basis, expire on the date on which the last of the claims of the patents and patent applications described in the LICENSED PATENTS in such country expires, lapses or is declared to be invalid by a non-appealable decision of a court or other authority of competent jurisdictionjurisdiction through no fault or cause of LICENSEE (the “TERM”). 3.5 Nothing 3.5. Upon expiration of this Agreement, the LICENSE granted in Artide 3,1 shall automatically convert to a paid-up, non-exclusive license. 3.6. Upon conversion to a non-exclusive license under Article 3.5, the LICENSEE’s right to grant any sublicense terminates and each existing sublicense shall convert to a paid-up, non-exclusive license in the applicable country. 3.7. Within 30 days of the EFFECTIVE DATE, YALE shall disclose the LICENSED INFORMATION to LICENSEE, which LICENSEE shall be entitled to use as provided in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses under patents of YALE other than the LICENSED PATENTSArticle 3. 3.8. Except as expressly provided in this Agreement, under no circumstances will LICENSEE, as a result of this Agreement, obtain any interest in or any other right to any technology, know-how, patents, patent applications, materials or other intellectual or proprietary property of YALE. 3.6 Notwithstanding anything to the contrary in Article 8, LICENSEE may register the LICENSE granted under this Agreement in any country in the LICENSED TERRITORY. Upon request by LICENSEE, YALE agrees promptly to execute any “short form” licenses in substantially the form attached hereto as Exhibit 1 submitted to it by LICENSEE reasonably necessary to effect the foregoing registration in such country. 3.7 Nothing in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses, interests or rights under technology, know-how, patents, patent applications, materials or other intellectual or proprietary property of LICENSEE, AFFILIATES or SUBLICENSEES.

LICENSE GRANT AND TERM. 3.1 2.1. Subject to all the terms and conditions of this Agreement, YALE Dartmouth hereby grants to LICENSEE and its AFFILIATES an Licensee: 2.1.1. An exclusive, sublicensable (in accordance with Article 7) royalty-bearing license, subject to Article 3.3 the reservation of rights by Dartmouth set forth in Section 2.3, under the LICENSED PATENTS Licensed Patents to make, have made, use, offer for saledevelop, sell, have sold, perform, practice, import and export LICENSED PRODUCTS, to practice, sell and offer for sale LICENSED METHODS, and to otherwise exploit the LICENSED PATENTS Licensed Products within the FIELD Field in the LICENSED TERRITORY Licensed Territory (the “LICENSE”"License"). 3.2 2.1.2. A non-exclusive, royalty bearing license to use the Licensed Know-How to the extent necessary to make, have made, use, develop, sell, have sold, perform, practice, import and export Licensed Products within the Field in the Licensed Territory. For clarity, License may, in its sole discretion, sublicense its rights hereunder to an Affiliate of Licensee, and such Affiliate of Licensee shall not be deemed a "Sublicensee". 2.2. To the extent that any invention included within the LICENSED PATENTS Licensed Patents has been funded in whole or in part by the United States government, the United States government retains certain rights in such invention as set forth in 35 U.S.C. §200-212 and all regulations promulgated thereunder, as amended, and any successor statutes and regulations (the “"Federal Patent Policy”"). As a condition of the license License granted hereby, LICENSEE Licensee acknowledges and shall and shall cause its Affiliates and Sublicensees to comply with all aspects of the Federal Patent Policy that are applicable to the LICENSED PATENTSLicensed Patents, including the any obligation (if applicable) that LICENSED PRODUCTS Licensed Products used or sold in the United States be manufactured substantially in the United States. Nothing contained in this Agreement obligates or shall obligate YALE Dartmouth to take any action that would conflict in any respect with its past, current or future obligations to the United States Government government under the Federal Patent Policy with respect to the LICENSED PATENTSLicensed Patents. YALE has taken, and shall continue to take actions necessary under the Federal Patent Policy to secure ownership of the LICENSED PATENTS for YALE.DARTMOUTH CONFIDENTIAL 3.3 2.3. The LICENSE License is expressly made subject to YALE’s Dartmouth's reservation of the non-exclusive right, on behalf of itself and all other non-profit academic research institutions and governmental institutions, to to: (a) make, use and practice the LICENSED PATENTS Licensed Patents and LICENSED PRODUCTS Licensed Products for research, clinical, teaching or other non-commercial purposes, and not for purposes of commercial development, use, manufacture or distribution; and (b) subject to the confidentiality provisions set forth in Section 8, publish or otherwise disseminate any information about Licensed Patents or Licensed Know-How at any time. 3.4 2.4. Unless terminated earlier as provided in Article Section 13, the term of this Agreement (the “TERM”"Term") shall commence on the EFFECTIVE DATE Effective Date and shall automatically expire, on a country-by-country basis, expire on the date on which the last of the claims of the patents and patent applications described Valid Claims in the LICENSED PATENTS Licensed Patents in such country the Licensed Territory expires, lapses or is declared to be invalid by a non-appealable decision of a court or other authority of competent jurisdictionjurisdiction through no fault or cause of Licensee. 3.5 Nothing 2.5. Except as expressly provided herein, nothing in this Agreement shall be construed to grant grant, by implicationimplication or estoppel, estoppel or otherwise any licenses under patents of YALE Dartmouth other than the LICENSED PATENTSLicensed Patents. Except as expressly provided in this Agreement, under no circumstances will LICENSEELicensee, as a result of this Agreement, obtain any interest in or any other right to any technology, know-how, patents, patent applications, materials or other intellectual or proprietary property of YALEDartmouth. 3.6 Notwithstanding anything to the contrary in Article 8, LICENSEE may register the LICENSE granted under this Agreement in any country in the LICENSED TERRITORY. Upon request by LICENSEE, YALE agrees promptly to execute any “short form” licenses in substantially the form attached hereto as Exhibit 1 submitted to it by LICENSEE reasonably necessary to effect the foregoing registration in such country. 3.7 Nothing in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses, interests or rights under technology, know-how, patents, patent applications, materials or other intellectual or proprietary property of LICENSEE, AFFILIATES or SUBLICENSEES.