Common use of License Grant Clause in Contracts

License Grant. (a) As of the Closing Date and subject to the terms and conditions of this Agreement, Purchaser hereby grants to Hynix and its Subsidiaries a perpetual, worldwide, paid-up, royalty-free, non-exclusive, non-transferable (except as permitted under Section 7.13 of this Agreement) right and personal license under and to the Purchaser Licensed Intellectual Property to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, lease, offer for sale, sell, export and import, package, modify or otherwise dispose of any semiconductor product(s), (ii) copy, have copied, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), and (iii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, in the conduct of its business. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Property. (b) Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer Agreement. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreement.

License Grant. (a) As of the Closing Date and A. SUPPLIER grants LUCENT, subject to the terms and conditions of this Agreementset forth herein, Purchaser hereby grants including but not limited to Hynix and its Subsidiaries the payment terms set forth in Exhibit B, a perpetual, worldwide, paid-up, royalty-free, non-exclusive, perpetual, worldwide right and license to use, demonstrate, market, Sublicense, and distribute copies of PRODUCT supplied to LUCENT by SUPPLIER in Object Code form. SUPPLIER also grants to LUCENT a non-transferable (except as permitted under Section 7.13 of this Agreement) right and personal exclusive, perpetual, royalty-free license under and to the Purchaser Licensed Intellectual Property to (i) with respect to use and reproduce the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, lease, offer PRODUCT for sale, sell, export purposes of evaluation and import, package, modify or otherwise dispose of any semiconductor product(s), acceptance; (ii) copy, have copied, use or have used any other manufacturing technology included reproduce Demonstration Copies of each PRODUCT supplied to LUCENT by SUPPLIER Proprietary to Lucent Technologies Inc./Nabnasset Corporation solely for the purpose of marketing and promoting the PRODUCT and training customers in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), and its use; (iii) reproduce and distribute copies of Documentation for use by LUCENT personnel in its activities pursuant to this Agreement and for use by Subdistributors and End Users; and (iv) reproduce and distribute copies and Documentation in furtherance of this Agreement. Any and all rights and licenses granted to LUCENT under this Agreement shall be non-transferrable except that (a) LUCENT may transfer all or part of said rights and licenses at any time to any AFFILIATE; and (b) LUCENT may transfer all or part of said rights and licenses to a third party with respect the prior written consent of SUPPLIER, which consent shall not be unreasonably withheld. LUCENT shall also have the right to Purchaser Licensed Intellectual Property which are not Product Patents appoint any AFFILIATE or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, any third party as a Subdistributor either in the conduct of its businessUnited States or in any countries internationally in which the PRODUCT is Sublicensed. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, Hynix Such Subdistributor(s) shall have the right and license to Sublicense the PRODUCT to further Subdistributors or to End-Users. LUCENT shall be responsible to SUPPLIER for the acts of its Subdistributors that are in violation of this Agreement. B. In no event shall LUCENT reverse compile or disassemble Object Code versions of the PRODUCT or otherwise create, or attempt to create any improvementsor permit, developments, enhancements, modifications, and/or derivative works allow or assist others to create source code versions of the Purchaser Licensed Intellectual Property.PRODUCT (b) Notwithstanding the foregoing, nothing C. The license grants to LUCENT in this Agreement shall be interpreted extend to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer AgreementAFFILIATE. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreement.

License Grant. (a) As of For good and valuable consideration, including, without limitation, the Closing Date consideration paid by LICENSEE to HONEYWELL pursuant to the APA, and subject to LICENSEE’S compliance with the terms and conditions of this AgreementAGREEMENT, Purchaser HONEYWELL hereby grants to Hynix LICENSEE, and its Subsidiaries LICENSEE hereby accepts, the following: (a) a perpetual, worldwide, paid-up, royalty-free, non-exclusive, non-transferable and non-assignable (except as permitted under provided in Section 7.13 of this Agreement) 14.5), exclusive license, without the right and personal license under and to sublicense, within the Purchaser Licensed Intellectual Property to TERRITORY (i) with respect to use the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, TECHNOLOGY to have manufactured, makesell, have madesold, import and distribute the EXCLUSIVE LICENSED PRODUCTS, and (ii) to use, leasereproduce, offer copy, prepare derivative works and otherwise revise and modify the TECHNOLOGY to generate IMPROVEMENTS solely for salethe manufacture and support of the EXCLUSIVE LICENSED PRODUCTS, subject to the provisions of Section 3.4; and (b) a non-transferable and non-assignable (except as provided in Section 14.5), exclusive license (subject to the PRE-EXISTING AGREEMENTS), without the right to sublicense, within the TERRITORY (i) to use the TECHNOLOGY to have manufactured, sell, export have sold, import and import, package, modify or otherwise dispose of any semiconductor product(s), distribute the EXISTING NON-EXCLUSIVE LICENSED PRODUCTS; and (ii) use, reproduce, copy, have copied, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), and (iii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create prepare derivative works thereof and copy otherwise revise and use such derivative worksmodify the TECHNOLOGY to generate IMPROVEMENTS solely for the manufacture and support of the EXISTING NON-EXCLUSIVE LICENSED PRODUCTS, in subject to the conduct provisions of its businessSection 3.4. For the avoidance of doubt, and notwithstanding the foregoing or any other provision license is exclusive, subject only to the contraryPRE-EXISTING AGREEMENTS and accordingly, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Property. (b) Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate the covenant HONEYWELL agrees not to compete (A) grant any new licenses to use the TECHNOLOGY in Section 6.4 connection with the EXISTING NON-EXCLUSIVE LICENSED PRODUCTS to any PERSON, and (B) during the HONEYWELL EXCLUSIVE PERIOD, use the TECHNOLOGY itself in connection with the EXISTING NON-EXCLUSIVE LICENSED PRODUCTS. HONEYWELL further agrees not to grant any renewal of, extend the term of or expand any of the Business Transfer Agreement.rights granted in, the PRE-EXISTING AGREEMENTS, unless otherwise requested by LICENSEE; and (c) Purchaser agrees that its a non-transferable and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were non-assignable (except as provided in effect as of June 12Section 14.5), 2004. In additionnon-exclusive license, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have without the right to sub-license sublicense, within the TERRITORY to access the data and specifications described on EXHIBIT A (which data and specifications are included in the TECHNOLOGY for purposes of this AGREEMENT) for the sole purpose of exercising LICENSEE’S right set forth in Section 2.1(a)(i) and (b)(i) above provided that LICENSEE complies and continues to comply at all times during the TERM with HONEYWELL’S requirements, procedures and certifications reasonably required by HONEYWELL for access to such TECHNOLOGY. The PARTIES agree to work together in good faith to promptly establish the foregoing access rights for LICENSEE. Nothing in this AGREEMENT shall prohibit or limit HONEYWELL’S ability to update or modify (including substituting alternate applications) the applications set forth on EXHIBIT A, Part II, provided that any such update or modification shall still allow LICENSEE to access the data and specifications included in the TECHNOLOGY licensed to LICENSEE hereunder. LICENSEE will be responsible, at its sole cost and expense, for obtaining and maintaining any third party its rights with respect hardware or software that is necessary to the Purchaser ‘022 Patents’ under this Agreementaccess such data and specifications.

License Grant. (a) As of the Closing Date and subject Subject to the terms and conditions of this Agreement, Purchaser acting on behalf of itself and its Affiliates, each of CHEMOURS FC (with respect to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) hereby grants to Hynix and its Subsidiaries a perpetual, worldwide, paid-upDuPont an irrevocable, royalty-free, nonfully paid-exclusiveup, non-transferable sublicenseable (except as permitted under Section 7.13 of this Agreement) right and personal license under and to the Purchaser extent permitted in Section 2.2(c)), worldwide license in, to and under the CHEMOURS FC Licensed Intellectual Property to Patents (i) with respect to CHEMOURS FC and its Affiliates) and the Purchaser CHEMOURS TT Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, Patents (with respect to CHEMOURS TT and its Affiliates) to make, have made, use, lease, offer for sale, sell, import, export and importuse: (i) any Chemours Non-Exclusive Make & Sell Products, packagewhich license to make and have made (and to import and export in conjunction therewith) shall be non-exclusive, modify or otherwise dispose of any semiconductor product(sand which (subject to Sections 2.2(a)(ii), (ii) copy, have copied, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(siii), (iv) and (iiivi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Propertyeach Chemours Product, and to create derivative works thereof and copy and use such derivative works, anything described on Schedule A in the conduct of its business. For the avoidance of doubtcorresponding column labelled “Excluded Products and Fields”, and notwithstanding which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other provision agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to the contraryCHEMOURS FC and CHEMOURS TT under Section 2.1(a), Hynix and which license shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Property.be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (bvi) Notwithstanding the foregoinganything (including products, nothing in this Agreement End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be interpreted to allow Hynix and/or any Hynix Subsidiary(iesnon-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer Agreementand otherwise exclusive. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreement.

License Grant. (a) As of Medisorb hereby grants to ▇▇▇▇▇▇▇ in the Closing Date Territory an exclusive license under the Patents and subject Technical Information existing prior to the terms and conditions effective date of this Agreement, Purchaser hereby grants with the right to Hynix grant sublicenses thereunder, for all purposes within the Field to practice and its Subsidiaries a perpetualuse the Patents and Technical Information, worldwide, paid-up, royalty-free, non-exclusive, non-transferable (except as permitted under Section 7.13 of this Agreement) right including the rights to manufacture and personal license under and to the Purchaser Licensed Intellectual Property to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, to use and have made, use, lease, offer for sale, sell, export and import, package, modify or otherwise dispose of any semiconductor product(s), (ii) copy, have copied, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), and (iii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Propertyused, and to create derivative works thereof sell and copy have sold Products. Medisorb exclusively retains all rights under the Patents and Technical Information outside the Field and for use such derivative works, other than in the conduct of its businessProducts. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, Hynix shall have the The right to create any improvements, developments, enhancements, modifications, and/or derivative works grant sublicenses granted hereunder is exclusive to the Purchaser Licensed Intellectual Property▇▇▇▇▇▇▇ and shall not extend to ▇▇▇▇▇▇▇ Affiliates or Sublicensees. (b) Notwithstanding Medisorb shall offer to ▇▇▇▇▇▇▇ for incorporation into this License Agreement on reasonable terms and conditions, Medisorb Improvements in the foregoingField which, nothing if incorporated into ▇▇▇▇▇▇▇'▇ then current commercial Product(s), would: (i) result in significant changes in either the specifications for such Product(s) or the processes for producing such Product(s), and (ii) would reasonably be expected to result in enhanced market value and/or profitability of such Product(s). Examples of such Improvements would include: (i) the development by Medisorb of a non-aqueous injection vehicle which offers significant advantages with respect to ease of administration and (ii) the development by Medisorb of technology enabling significantly extended (e.g. 2-4 weeks) duration of delivery of the active agent from a single administration. It is the parties' understanding that the effect of any such license amendment would, in general, be either an extension of the term of this Agreement for a mutually agreed period or a marginal increase in the then current royalty rate. All other Medisorb Improvements shall be interpreted made available to allow Hynix and/or any Hynix Subsidiary(ies▇▇▇▇▇▇▇ for its use without further agreement. Proprietary rights to Improvements jointly developed by Medisorb and ▇▇▇▇▇▇▇ shall be governed by the terms of Section 5(c) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer this Agreement. (c) Purchaser agrees In the event that its at any time during the term of this Agreement Medisorb is unable for any reason whatsoever to supply the Medisorb Polymers required by ▇▇▇▇▇▇▇ for use in Products, then the license granted under paragraph 2(a) above shall be expanded to include the Medisorb Technology required to make and its Subsidiaries’ rights to use the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this AgreementMedisorb Polymers.

License Grant. (a) As of the Closing Date and subject Subject to the terms and conditions of this AgreementAgreement and, Purchaser hereby grants to Hynix and its Subsidiaries a perpetual, worldwide, paid-up, royalty-free, non-exclusive, non-transferable (except as permitted under Section 7.13 of this Agreement) right and personal license under and to the Purchaser Licensed Intellectual Property to (i) with respect to the Purchaser licenses granted to BMS thereunder, of the respective BMS In-Licenses, BMS hereby grants to SGI a right and license (or, in the case of Patents licensed to BMS under the BMS In-Licenses, a sublicense), under the Licensed Intellectual Property which are Product PatentsTechnology, design, develop, manufacture, have manufactured, to make, have made, use, lease, offer for sale, to sell, export sell and import, package, modify or otherwise dispose of any semiconductor product(shave sold Products (except as set forth in Section 4.1(b), (ii) copy, have copied, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property to designrelevant Field, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(sas determined under Section 4.1(d), and (iii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, in the conduct of its business. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual PropertyTerritory. (b) Notwithstanding Section 4.1(a): (i) The right and sublicense granted in Section 4.1(a) under the foregoing, nothing in this Agreement Licensed Technology relating to the Enzon Patents shall be interpreted to allow Hynix and/or any Hynix Subsidiary(iesmake, have made, use, sell and have sold Enzon Products only; (ii) to directly or indirectly, take any action that would violate the covenant not to compete The right and sublicense granted in Section 6.4 of 4.1(a) under the Business Transfer AgreementLicensed Technology relating to the Ixsys Patents shall be to make, have made, use, sell and have sold Ixsys Products only; and (iii) The right and sublicense granted in Section 4.1(a) under the Licensed Technology relating to the Washington Patents shall be to make, have made, use, sell and have sold Washington Products only. (c) Purchaser agrees With respect to the Licensed Technology, the right and license granted to SGI under Section 4.1(a) shall be either exclusive or partially exclusive or non-exclusive, as set forth in Exhibit A. Except as set forth in this Agreement: (i) BMS shall retain no right to use the Licensed Technology for which SGI is granted a right and license that its is exclusive; (ii) BMS shall retain the right to use outside the Field the Licensed Technology for which SGI is granted a right and its Subsidiaries’ license that is partially exclusive; and (iii) BMS shall retain all rights to use the Purchaser ‘022 Patents’ will be Licensed Technology for which SGI is granted a right and license that is non-exclusive. SGI acknowledges that the right and license granted to SGI under this Agreement with respect to Licensed Technology licensed to BMS under the BMS In-Licenses is subject to all licenses Hynix has of the rights therein retained by the respective licensors thereunder. (d) Subject to the limitations set forth in Section 4.1(b), the field (the "Field") with respect to Licensed Technology for which SGI is granted a right and license that is exclusive under Section 4.1(c) shall be the treatment and diagnosis of conditions and diseases in humans and animals. The Field with respect to third parties Licensed Technology for which were SGI is granted a right and license that is partially exclusive under Section 4.1(c) shall be: (i) if Exhibit A indicates that such license is partially exclusive for linkers, all monoclonal antibody targeting applications; or (ii) if Exhibit A indicates that such license is partially exclusive for cancer, the treatment and diagnosis of cancer in effect as humans. The Field with respect to Licensed Technology for which SGI is granted a right and license that is non-exclusive under Section 4.1(c) shall be the treatment and diagnosis of June 12cancer in humans. Notwithstanding the foregoing, 2004. In addition, in connection with claims against Hynix the Field with respect to the infringement, violation or misappropriation G28-5 Licensed Technology shall be for the use of and/or interference the antibody G28-5 fused with a toxin for the intellectual property rights treatment of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreementcancer in humans.

License Grant. (a) As 1. For the Term of the Closing Date and subject this Agreement, as defined in Article V herein, AVON hereby grants to OMP upon the terms and conditions set forth in this Agreement: (a) an exclusive, worldwide, payment-bearing license under the Licensed Patents, without the right to sublicense, to allow OMP to make, have made, use, sell, offer for sale and distribute Products directly to physicians and Medical Spas for sale to and/or use by consumers; and (b) a non-exclusive, payment-bearing license under the Licensed Patents, without the right to sublicense, to allow OMP, or its authorized distributors acting on OMP’s behalf, to make, have made, use, sell, offer for sale and distribute Products directly to drug stores outside the United States only for sale to and/or use by consumers, Without limiting the scope of the exclusive grant set forth in subparagraph (a) of this Article II, Paragraph 1, it is understood and agreed that all Products sold to and/or used by consumers, as set forth in this Article II, Paragraph 1, shall at all times be marketed to such consumers under the “Obagi” or other trademark owned by OMP. 2. In the event OMP shall make or contribute to any invention or improvement which is (a) within the scope of any Licensed Patent, or (b) conceived and/or made based upon and as a result of (i) the disclosure by Avon of its Confidential Information (as hereinafter defined) or (ii) the use of the patented technology of the Licensed Patents ((a) and (b) collectively referred to as “Improvements”), OMP shall promptly disclose such Improvements to AVON in writing, and assign to AVON its full worldwide right, title and interest in and to such Improvements, including without limitation the right for AVON to apply for patents on such Improvements in its own THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. name, and AVON shall grant and hereby does grant OMP (c) a non-transferable, non-sublicenseable, payment-free license commensurate in scope with the exclusivities, business channels and territories set forth in Article II, paragraph 1 above to practice, during the Term of this Agreement, Purchaser hereby grants Improvements within the scope of the Licensed Patents solely to Hynix make, have made, use, sell, offer for sale and its Subsidiaries distribute Products, and (d) a perpetual, worldwide, paid-up, royalty-free, non-exclusive, non-transferable (except transferable, non-sublicensable, payment-free license in the business channels and territories set forth in Article II, paragraph 1 above to practice Improvements outside the scope of the Licensed Patents. OMP agrees to take such further actions as permitted under Section 7.13 may be reasonably requested by AVON, at AVON’S expense, including without limitation signing patent application and assignment documents prepared by AVON, in order to vest in AVON ownership of this Agreement) right and personal such Improvements. 3. No license under and is granted to OMP for the Purchaser Licensed Intellectual Property to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, leasesale, offer for sale, sell, export and import, package, modify sale or otherwise dispose distribution of any semiconductor product(s), (ii) copy, have copied, use product or have used any service covered by the Licensed Patents other manufacturing technology included than the Products expressly defined herein and expressly in the Purchaser Licensed Intellectual Property business channels and territories described in Article II, paragraph 1 above. 4. OMP shall use its best commercial efforts to design, develop, manufacture, have manufactureddistribute and sell the Products no later than March 1, make or have made, package or modify any semiconductor product(s), and (iii) 2004. OMP shall m▇▇▇ all Products it sells and/or distributes with respect to Purchaser the patent numbers of the Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, Patents. 5. Notwithstanding anything contained in the conduct of its business. For the avoidance of doubt, and notwithstanding the foregoing or any other provision this Agreement to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Property. (b) Notwithstanding the foregoing, nothing in AVON and OMP understand and agree that this Agreement shall be interpreted not in any way restrict or exclude AVON from making, using, selling, offering for sale or distributing any products in any business channel anywhere in the world. AVON agrees to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectlyprovide three THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer AgreementCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreement.

License Grant. (a) As of the Closing Date and subject Subject to the terms and conditions of this Agreementhereof, Purchaser IMGIS hereby grants to Hynix and its Subsidiaries AOL a perpetual, worldwide, paid-upnonexclusive, nontransferable (except as set forth in Section 15.12 below), royalty-free, non-exclusive, non-transferable (except as permitted under Section 7.13 of this Agreement) right and personal free license under all of IMGIS' patent, copyright, trade secret and other proprietary rights to the Purchaser Licensed Intellectual Property to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, leasereproduce, offer for saleadapt, selltransmit, export perform, display and import, package, modify or otherwise dispose of any semiconductor product(s), (ii) copy, have copied, use or have used any other manufacturing technology included in practice the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), and (iii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, in the conduct of its business. For the avoidance of doubt, and notwithstanding the foregoing Technology or any part thereof, other provision to the contrary, Hynix shall have than commercially available Third Party software that IMGIS has the right to create any improvements, developments, enhancements, modifications, and/or derivative works provide to AOL only upon payment of a fee to the Purchaser Licensed Intellectual PropertyThird Party, solely for the Permitted Purposes and to sublicense such rights to AOL Affiliates solely for the Permitted Purposes. (b) Notwithstanding If any Technology consists of commercially available Third Party software that IMGIS has the foregoingright to provide to AOL only upon payment of a fee to the Third Party, nothing in this Agreement shall be interpreted AOL may, by written notice to allow Hynix and/or any Hynix Subsidiary(ies) IMGIS and payment of such fee, require IMGIS to directly or indirectlygrant to AOL a perpetual, take any action that would violate the covenant not to compete worldwide, nonexclusive, nontransferable (except as set forth in Section 6.4 15.12 below), royalty-free (except for such fee) license under all applicable patent, copyright, trade secret and other proprietary rights to use, reproduce, adapt, transmit, perform, display and otherwise practice such Technology or any part thereof solely for the Permitted Purposes and to sublicense such rights to AOL Affiliates solely for the Permitted Purposes (but only to the extent of the Business Transfer AgreementIMGIS' rights in such Technology). (c) Purchaser In the event that AOL grants a sublicense to an AOL Affiliate under any of the licenses granted in Section 2.1(a) or (b) above, AOL shall enter into a sublicense agreement with such AOL Affiliate in a form to be approved by IMGIS, which approval shall not be unreasonably withheld, and included in such sublicense shall be the agreement of such AOL Affiliate to be bound by the terms of this Agreement. AOL shall notify IMGIS of the grant of any sublicense to an AOL Affiliate. (d) AOL shall not disclose or transfer the source code for any Software included in the Technology to any AOL Affiliate that is not a wholly-owned subsidiary of AOL. If IMGIS includes trademark or other proprietary rights notices on copies of the Technology delivered to AOL, AOL shall reproduce such notices on copies of the Technology made by AOL. (e) The Parties agree that neither the licenses granted in this Section 2.1 nor any other provisions of this Agreement impose or shall be construed to impose any obligation upon AOL to use or otherwise practice the Technology. IMGIS agrees that its and its Subsidiaries’ it shall not bring any action in law or equity, or any other judicial or nonjudicial proceeding, against AOL asserting that the use by AOL of any patent rights claiming the Technology that are now or hereafter owned by or licensed to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12IMGIS or any other Technology infringes or otherwise violates any patent, 2004. In additioncopyright, in connection with claims against Hynix with respect to the infringement, violation trade secret or misappropriation of and/or interference with the intellectual property other proprietary rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this AgreementIMGIS.

License Grant. (a) As of the Closing Date and subject Subject to the terms and conditions of this Agreement, Purchaser Licensor hereby grants grants, and shall cause its Affiliates to Hynix and its Subsidiaries a perpetualgrant, worldwideto Licensee an exclusive (except as provided in Section 2.6 or otherwise set forth in Schedule A or Schedule B, paid-uprespectively), royalty-freesublicensable (to the extent permitted in Section 2.2), non-exclusive, assignable and non-transferable (in either case, except as provided in Section 10.6), and fully paid-up (and without separate consideration) license during the Term to use the Licensed Marks (including on or in connection with Associated Materials) in the Licensed Field in the Territory. Notwithstanding the foregoing, Licensee’s rights to use domain names and social media addresses (and similar or successor addresses) containing the Licensed House Marks and Licensed Product Marks shall be limited to those uses expressly permitted under Section 7.13 in Schedule A and Schedule B, respectively. Licensee shall, and shall cause its Affiliates and any other Sublicensees to, transition from, and phase-out use of, the Licensed Marks as soon as reasonably practicable and in any event no later than the expiration or earlier termination of this AgreementAgreement (or such applicable shorter period set forth herein). This Section 2.1 does not include any rights to use any of the Licensed Marks as all or part of any corporate name, trade name or fictitious name for SpinCo or its Affiliates, except for such uses by the SpinCo Group of the Licensed House Marks as of the Effective Date and subject to Section 2.3. (b) right Promptly following the Effective Date, Licensee shall, and personal license under and to the Purchaser Licensed Intellectual Property shall cause its applicable Affiliates to, request any approvals required from a Third Party (including any necessary Governmental Approvals), to (i) with respect change the corporate names, trade names and fictitious names of Licensee and its Affiliates to corporate names, trade names or fictitious names that do not contain, and are not confusingly similar to or derivative of, the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, lease, offer for sale, sell, export and import, package, modify or otherwise dispose of any semiconductor product(s)House Marks, (ii) copychange any corporate names, have copiedtrade names and fictitious names that are associated with any Product Registration of Licensee or its Affiliates to corporate names, use trade names or have used any other manufacturing technology included in fictitious names that do not contain, and are not confusingly similar to or derivative of, the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s)House Marks, and (iii) otherwise cease using the Licensed House Marks in their corporate names, trade names and fictitious names in a manner that is compliant with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, in the conduct applicable Law (each of its business. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contraryclauses (i)-(iii), Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Propertya “Required Name Change”). (b) Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer Agreement. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreement.

License Grant. (a) As 2.1 Subject to the other terms and conditions set forth in the Agreement, including the reservation of rights under Section 2.2, ZHM hereby grants to IMCH, and IMCH hereby accepts, a perpetual, worldwide, royalty-bearing right and license, under the Closing Date Licensed Technology and Licensor Improvements, to exercise all rights, powers, privileges and immunities under, relating to, and in, and otherwise to exploit, the Licensor Technology for any and all uses, activities, functions or operations including developing, using marketing, selling and offering for sale, manufacturing or have manufactured, exporting and importing Licensed Products, in all fields of use and territories with a right to sublicense as further provided herein. 2.2 IMCH shall have the right to grant sublicenses with respect to any rights confirmed upon IMCH under this Agreement, and provided that any such sublicenses shall be subject in all respects to the royalty provisions, reporting, restrictions, exceptions, and termination provisions contained in this Agreement subject to the written consent by ZHM, which consent shall not be unreasonably withheld. In no event shall ZHM receive less than the royalty amounts IMCH has agreed to pay ZHM under Section 2.3 The License granted under Section 2.1 shall be exclusive in all fields of use and territories, except that ZHM reserves (i) the right to license, to Affiliates, the Licensed Technology and Licensor Improvements and any intellectual property rights associated therewith including the rights to make Derivative Works, and (ii) the right to maintain, renew, or revive any license or permission granted to any third party or person at any time before the Effective Date to use the Licensed Technology, including Licensed Software, or products derived therefrom. ZHM may also exercise all rights and privileges under the License Technology and Improvements for its personal use, practice methods and processes under the Licensed Technology. 2.4 Subject to and as further provided in the order terms and conditions of this Agreement, Purchaser hereby grants to Hynix ZHM owns and its Subsidiaries a perpetualshall own all right, worldwide, paid-up, royalty-free, non-exclusive, non-transferable (except as permitted under Section 7.13 of this Agreement) right title and personal license under interest in and to the Purchaser Licensed Intellectual Property to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, lease, offer for sale, sell, export Technology and import, package, modify or otherwise dispose of any semiconductor product(s), (ii) copy, have copied, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), and (iii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, in the conduct of its businessLicensor Improvements. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Property. (b) Notwithstanding the foregoing, nothing Nothing in this Agreement shall be interpreted or in the relationship between the parties is intended to allow Hynix and/or effect an assignment or transfer of any Hynix Subsidiary(ies) ownership rights in the Licensed Technology to directly IMCH or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer Agreement. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-grant license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this AgreementIMCH, except as expressly provided herein.

License Grant. (a) As of the Closing Date and subject Subject to the terms and conditions of this Agreement, Purchaser without additional consideration, (i) TCR2 hereby grants to Hynix and its Subsidiaries HARPOON a perpetual, irrevocable, non-exclusive, worldwide, paid-up, royalty-free, non-exclusive, non-transferable (except as permitted under Section 7.13 of this Agreement) right and personal fully paid up license under and the Licensed TCR2 Patent Rights, with the right to the Purchaser Licensed Intellectual Property grant sublicenses as set forth in Section 2.2, to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patents, designresearch, develop, manufacture, have manufactured, make, have made, use, leasesell, have sold, offer for saleto sell, import, export, commercialize or otherwise exploit Products containing the Base BCMA Binder, itself and through its Affiliates and Third Parties; (ii) HARPOON hereby grants to TCR2 a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid up license under the Licensed HARPOON Patent Rights, with the right to grant sublicenses as set forth in Section 2.2, to research, develop, make, have made, use, sell, export and have sold, offer to sell, import, packageexport, modify commercialize or otherwise dispose of any semiconductor product(s)exploit Products containing Base MSLN Binders, (ii) copy, have copied, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), itself and through its Affiliates and Third Parties; and (iii) HARPOON hereby grants to TCR2 a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid up, non-exclusive license, with respect the right to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; grant sublicenses as set forth in Section 2.2, to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, in the conduct of its businessknow-how that is set forth on Exhibit E hereto. For the avoidance of doubt, and notwithstanding the foregoing HARPOON does not grant to TCR2 any rights or any other provision to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Property. (b) Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer Agreement. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix whatsoever with respect to any HARPOON Improved BCMA Binders or Products containing the infringementBase BCMA Binder or any HARPOON Improved BCMA Binders, violation or misappropriation of and/or interference with and HARPOON shall not update Exhibit E (such that the intellectual property rights of a third partyknow how that is being licensed by HARPOON to TCR2 hereunder, Hynix shall have the right to sub-license to such third party its rights with respect is limited to the Purchaser ‘022 Patents’ under this Agreementknow how that is set forth on Exhibit E as of the Effective Date). It is understood and agreed that TCR2 shall not use the know-how that is licensed hereunder in any way that would preclude or prevent HARPOON from being able to use any of the licensed know how without restriction, or that would otherwise impair HARPOON’s ability to use any of the licensed know-how without restriction.

License Grant. (a) As of a. AzTE hereby grants to the Closing Date Company, upon and subject to all the terms and conditions of this Agreement, Purchaser hereby grants to Hynix and its Subsidiaries a perpetual, worldwide, paid-up, royalty-free, non-exclusive, non-transferable Agreement (except as permitted under including Section 7.13 of this Agreement) right and personal license under and to the Purchaser Licensed Intellectual Property to 3 hereof): (i) with respect an exclusive, worldwide license under the Patents to the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, leasehave used, sell, have sold, offer to sell, have offered for sale, sellimport, have imported, export or have exported Products in the Field and importthroughout the Territory. b. AzTE hereby grants to Company the right to grant sublicenses through multiple tiers of not greater scope than granted herein, package, modify or otherwise dispose provided that: (i) the Sublicensee agrees to abide by and be subject to all the relevant terms and provisions of any semiconductor product(s), this Agreement applicable to the Sublicensee; (ii) copy, have copied, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property event any Sublicensee (or any corporation, entity or person acting on its behalf) initiates any proceeding or otherwise asserts any claim challenging the validity or enforceability of any Patent in any court, administrative agency or other forum, Company shall, upon written request by AzTE, terminate forthwith the sublicense agreement with such Sublicensee, and the sublicense agreement shall provide for such right of termination by Company; (iii) Company remains fully liable for the performance of its and its Sublicensee’s obligations hereunder; (iv) Company notifies AzTE of any grant of a sublicense and provides to designAzTE, developupon request, manufacturea copy of any sublicense agreement and English translation, have manufacturedif necessary, make promptly after execution thereof; provided that Company may redact any confidential, financial or have madesensitive information of Company or the Sublicensee included within the proposed sublicense agreement to remove provisions which are not necessary to monitor compliance with this Section 2(b); and (v) no such sublicense agreement shall relieve Company of its obligations under Section 6 hereof, package nor relieve Company of its obligations to pay AzTE any and all license fees, royalties and other payments due under the Agreement, including but not limited to under Sections 4, 5 and 11 of this Agreement. Further, each sublicense agreement must comply with all applicable laws and governmental regulations. The terms of any such sublicense agreement shall be confidential information of Company. In connection therewith, AzTE shall keep all such copies of the sublicense agreement in its confidential files, shall not disclose the terms of any such sublicense agreement to any third party, and shall use such sublicense agreement solely for the purpose of monitoring Company’s and such Sublicensee’s compliance with their respective obligations under this Agreement and enforcing AzTE’s rights under this Agreement. c. All rights and licenses granted by AzTE to Company under this Agreement are subject to (i) any limitations imposed by the terms of any government grant, government contract or modify any semiconductor product(s)government cooperative agreement applicable to the technology that is the subject of this Agreement, and (iiiii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Propertyapplicable requirements of 35 U.S.C. Sections 200 et seq., as amended, and implementing regulations and policies. Without limitation of the foregoing, Company agrees that, to create derivative works thereof the extent required under 35 U.S.C. Section 204, any Product used or sold by Company, Sublicensees and copy and use such derivative works, their Affiliates in the conduct United States will be manufactured substantially in the United States. In addition, Company agrees that, to the extent required under 35 U.S.C. Section 202(c)(4), the United States government is granted a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced for or on behalf of its business. the United States any Patent throughout the world. d. For the avoidance sake of doubt, and notwithstanding the foregoing or any other provision to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Property. (b) Notwithstanding the foregoingclarity, nothing in this Agreement shall be interpreted to allow Hynix and/or involve the provision of any Hynix Subsidiary(ies) to directly services by ASU or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer AgreementAzTE. (c) Purchaser agrees that its and its Subsidiaries’ e. All rights not specifically granted herein are reserved to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect AzTE. Except as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ expressly provided under this AgreementSection 2, no right or license is granted (expressly or by implication or estoppel) by AzTE to Company or its Affiliates or Sublicensees under any tangible or intellectual property, materials, patent, patent application, trademark, copyright, trade secret, know-how, technical information, data or other proprietary right.

License Grant. (aA) As of the Closing Date and subject Subject to the terms and conditions of this Agreement, Purchaser Alpex hereby grants to Hynix Valera, and its Subsidiaries Valera hereby accepts from Alpex, a perpetualsole and exclusive, worldwideroyalty-bearing right and license, including the right to sublicense, under and to Alpex Intellectual Property to use, import, export, sell, offer to sell and otherwise commercialize the Product in the Territory. (B) In the event Alpex is not able to provide Valera with the requested amounts of the Product pursuant to the terms and conditions of the Manufacturing Agreement (including without limitation the price, forecast and ordering terms) Valera will have the right to have Product made for Valera by a Third Party. This have made right shall extend to the amounts and time periods as to which Alpex is not able to supply Product to Valera and shall not constitute a license to any Third Party to make or sell Products to a party other than Valera; provided, however, that Alpex shall not bring any action against such a Third Party for making Product for Valera for amounts and time periods for which Alpex is not able to supply Product to Valera. (C) Upon the expiration of the Agreement, Valera shall have a fully paid-up, perpetual, royalty-free, non-exclusive, non-transferable (except as permitted under Section 7.13 of this Agreement) irrevocable license, including the right and personal license to sublicense, under and to the Purchaser Licensed Alpex Intellectual Property to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, leaseimport, offer for saleexport, sell, export offer to sell and importotherwise commercialize the Product in the Territory; (D) Subject to the terms and conditions of this Agreement, packageValera hereby grants to Alpex, modify or otherwise dispose of any semiconductor product(s)and Alpex hereby accepts from Valera, (ii) copya non- exclusive, have copiedroyalty-free right and license, under and to the Valera Product Patents to make, use or have used any other manufacturing technology included and sell the Product to Valera in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s)Territory as provided for herein, and (iii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy for its own account as provided for in Sections 4.5 and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, in the conduct of its business. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Property6.5 hereof. (b) Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer Agreement. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreement.

License Grant. (a) As of the Closing Date and subject Subject to the terms and conditions of this Agreement, Purchaser Jazz Pharmaceuticals hereby grants to Hynix and its Subsidiaries a perpetual, worldwide, paid-upUCB an exclusive nontransferable, royalty-free, non-exclusive, non-transferable (except as permitted under Section 7.13 of this Agreement) bearing right and personal license under (with the right of sublicense, as specifically set forth herein), to use the NDA, Know [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKET BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. How, Trademarks, Patent Rights and all Improvements and Proprietary Information of Jazz Pharmaceuticals related thereto or to the Purchaser Product together with the goodwill associated therewith (the “Licensed Intellectual Property Property”) during the Term, solely in the Territory, to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, usepackage, leaselabel, offer for salepromote, market, sell, export and importhave sold, packagesupply, modify distribute or otherwise dispose of commercialize Products in the Licensed Indications, or subject to Section 6.8 any semiconductor product(s)other Indications on a Named Patient Basis, including without limitation (i) preparing applications for Marketing Authorizations and obtaining and maintaining Registrations for the Product in the Territory; and (ii) copyexercising its other rights under this Agreement including those provided in Articles X and XI hereof and making or having made API and/or Product but only as provided in Section 2.1. Subject to Section 2.3 and except as set forth in Section 6.8, have copiedno license is granted to UCB hereunder for any rights to market the Product for Indications other than the Licensed Indications. Except as provided in Section 14.6, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property license set forth above shall terminate automatically upon termination of this Agreement. Subject only to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), and (iii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, in the conduct of its business. For the avoidance of doubt, and notwithstanding the foregoing express license grant and its other rights as herein provided, UCB shall not have and shall not assert any claim, right, title or any other provision interest in or to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Property. (b) Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer Agreement. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreement.

License Grant. (a) As of the Closing Date and subject Subject to the terms and conditions of this Agreement and Order Sheet, Panasonic grants Company under copyrights owned, controlled or licensable by Panasonic, during the term of this Agreement, Purchaser hereby grants to Hynix and its Subsidiaries a perpetual, worldwide, paid-up, royalty-freerevocable, non-exclusivetransferable, non-transferable (except as permitted under Section 7.13 of this Agreement) exclusive and world-wide license, without right and personal license under and to the Purchaser Licensed Intellectual Property sublicense to (i) with respect any third party, to the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, lease, offer use BD/AVCREC Test Tools solely for sale, sell, export and import, package, modify or otherwise dispose of any semiconductor product(s), (ii) copy, have copied, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), and (iii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, in the conduct of its businessAuthorized Purpose. For the avoidance of doubt, and notwithstanding Notwithstanding the foregoing or any other provision to the contrarysentence, Hynix Company shall have the right to have its Associated Companies and its subcontractors use BD/AVCREC Test Tool solely for Authorized Purpose; provided that each such Associated Company and subcontractor shall similarly be bound by and comply with the all of the obligations as set out in this Agreement and Order Sheet. Any breach by any Associated Company or subcontractor of Company of any of the obligations under this Agreement or Order Sheet shall be deemed a breach of Company of its obligation under this Agreement. Company shall not copy, modify or create a derivative work of, BD/AVCREC Test Tool or any improvementspart thereof, developmentsnor allow others to do so unless expressly permitted in writing by Panasonic. Furthermore, enhancementsCompany shall not decompile, modificationsdisassemble, and/or derivative works reverse engineer or attempt to the Purchaser Licensed Intellectual Property. (b) Notwithstanding reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of BD/AVCREC Test Tool or any part thereof by any means whatsoever, or disclose any of the foregoing, nor allow others to do so. Except for the license expressly granted to Company under this Article 3, nothing in this Agreement shall be interpreted to allow Hynix and/or construed as a grant of any Hynix Subsidiary(ies) to directly license or indirectly, take right of any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer Agreement. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third partyowned, Hynix controlled or licensable by Panasonic, expressly, by implication or estoppels. Further, nothing in this Agreement shall be construed to transfer to Company any right, title or interest in or to BD/AVCREC Test Tool unless otherwise expressly set forth herein. Company shall not remove, alter or otherwise obscure any intellectual property rights notices or product identification contained in or appearing in BD/AVCREC Test Tool, nor allow others to do so. Unless otherwise expressly set forth herein, Panasonic shall have the right no obligation and no responsibility of any kind, to sub-license provide (i) any technical or user support or assistance relating to such third party BD/AVCREC Test Tool or (ii) updates, modifications, improvements, bug fixes of BD/AVCREC Test Tools; provided however that, Panasonic may, at its rights with respect sole discretion, provide updates, modifications, improvements or bug fixes or any other support from time to the Purchaser ‘022 Patents’ under this Agreementtime as it deems necessary.

License Grant. (a) As of the Closing Date and subject Subject to the terms and conditions of this AgreementAgreement and with effect from the Effective Date and continuing until [_________], Purchaser Aura hereby grants to Hynix and its Subsidiaries a perpetual, worldwide, paid-up, royalty-free, non-the Company an exclusive, non-transferable (except as permitted under Section 7.13 of this Agreement) assignable, and royalty-free license, with no right and personal license under and to sublicense, to use the Purchaser Licensed Intellectual Property to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, lease, offer for sale, sell, export and import, package, modify or otherwise dispose of any semiconductor product(s), (ii) copy, have copied, use or have used any other manufacturing technology included Technology in the Purchaser Territory solely in connection with: i. manufacture of the Licensed Intellectual Property to designComponents; ii. assembly, developtesting, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s)maintenance, and (support of the Products; iii) with respect . demonstrating, distributing, offering to Purchaser sell and selling the Products, either directly or indirectly, to Approved Customers; and iv. distributing the embedded Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, in Technology only as embedded within the conduct of its business. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual PropertyProducts. (b) Notwithstanding the foregoingforgoing, nothing the sale of the Products by the Company will require the Company to license to its customers the right to use that of the Licensed Technology embedded in this Company’s Product for the purpose of operation, updates, and maintenance. The Company may only license Aura’s embedded Licensed Technology know-how to Approved Customers pursuant to an End User License Agreement approved in writing in advance by Aura governing such Approved Customers’ use of the embedded Licensed Technology. The End User License Agreement shall be interpreted added to allow Hynix and/or any Hynix Subsidiary(ies) to directly the Product either during the manufacturing and assembly process or indirectly, take any action that would violate during the covenant not to compete in Section 6.4 of the Business Transfer Agreementdistribution process. (c) Purchaser agrees Furthermore, in the event that its any of the Minimum Sales Targets (as defined in the Joint Venture Contract) is not met and its Subsidiaries’ rights Aura elects not to terminate the Joint Venture Contract, the parties agree that the license granted by Aura under Section 2.1(a) above shall become a non-exclusive, non-assignable, and royalty-free license, with no right to sublicense immediately upon written notice by Aura. All other provisions of this Agreement remain unchanged and the parties undertake to execute any documents and do any acts necessary to give effect to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as foregoing. (d) For the avoidance of June 12doubt, 2004. In addition, in connection with claims against Hynix with respect to Aura grants the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its Company no rights with respect to the Purchaser ‘022 Patents’ under this AgreementLicensed Technology other than the limited license set forth in Section 2.1 and the Company agrees that it shall take no action, either directly or indirectly, inconsistent with Aura’s IP rights other than as expressly permitted hereunder.

License Grant. (a) As of the Closing Date and subject to the terms and conditions of this Agreement, Purchaser hereby 2.1 ALLIANCE grants to Hynix HMRI on a worldwide exclusive basis the rights and its Subsidiaries a perpetual, worldwide, paidlicenses under the Patents and ALLIANCE's Know-up, royalty-free, non-exclusive, non-transferable (except as permitted under Section 7.13 of this Agreement) right and personal license under and How solely to the Purchaser Licensed Intellectual Property to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patents, designuse, develop, manufacture, have manufactured, make, have made, use, lease, offer for salemarket, sell, export and import, package, modify or otherwise dispose of any semiconductor product(s), (ii) copy, have copied, use or have used any other manufacturing technology included distribute Products in the Purchaser Licensed Intellectual Property Territory for the Field of Use. 2.2 The rights and licenses granted hereunder may be sublicensed by HMRI to designa Third Party in any country in the Territory. HMRI may sell Products through its Affiliates in any country in the Territory or grant sublicenses to its Affiliates in any country of the Territory. At the request of HMRI, ALLIANCE will extend the rights and licenses granted herein to an Affiliate of HMRI on a direct basis in any country of the Territory. Notwithstanding the granting of a sublicense to a Third Party or an Affiliate or a direct license to an Affiliate, HMRI shall remain responsible to ALLIANCE for all obligations of HMRI, its Affiliates and any sublicensee Third Party. Nothing herein shall preclude HMRI and/or its Affiliates from utilizing a distributor to promote and distribute the Products in any country of the Territory. 2.3 For ** receipt of which is hereby acknowledged, ALLIANCE hereby grants to HMRI for the term of this Agreement, an option to obtain an assignment of ALLIANCE's right, title, and interest in and to the NDA for IMAGENT-Registered Trademark- GI, an oral contrast agent for use in magnetic resonance imaging. Such option may be exercised upon the payment of ** to ALLIANCE. Such assignment will be valid for the term of this Agreement. 2.4 Neither ALLIANCE, HMRI nor any of their Affiliates shall use, develop, manufacture, have manufactured, make market, sell, or have madedistribute any Directly Competitive Product in the United States, package Japan or modify a Major European Country. If HMRI or any semiconductor product(s)of its Affiliates makes, uses or sells a Directly Competitive Product and, after written notice of breach from ALLIANCE, HMRI or any of its Affiliates fails to cease such making, using or selling, HMRI's rights under this Agreement for such country shall, at ALLIANCE's election, become non- exclusive. If ALLIANCE or any of its Affiliates makes, uses, or sells a Directly Competitive Product, and (iii) with respect after written notice of breach from HMRI, ALLIANCE or its Affiliates fails to Purchaser Licensed Intellectual Property which are cease such making, using, or selling, HMRI shall not be obligated to pay royalties on the sale of such Product Patents or other manufacturing technology; to copy and use in such Purchaser Licensed Intellectual Propertycountry. At such time as the royalty obligations of Article 5 expire on a country-by-country basis, and to create derivative works thereof and copy and use such derivative works, in the conduct of its business. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, Hynix this Section 2.4 shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Propertyno further effect in such country. (b) Notwithstanding 2.5 HMRI agrees to use its reasonable best efforts to develop and commercialize the foregoing, nothing Products in this Agreement shall be interpreted to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 each of the Business Transfer Agreement. (c) Purchaser agrees that its United States, Japan and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ each Major European Country and will abide by and be subject to all licenses Hynix has granted to third parties which were in effect as the terms of June 12, 2004. In addition, in connection with claims against Hynix with respect the agreements listed on Schedule 2.5 attached hereto between ALLIANCE or its Affiliates and Third Parties pertaining to the infringement, violation or misappropriation of and/or interference Patents and the Know-How; provided that ALLIANCE shall remain responsible for complying with the intellectual property rights of a third party, Hynix shall have the right to sub-license any monetary obligations to such third party its rights with respect to the Purchaser ‘022 Patents’ under this AgreementThird Parties.

License Grant. (a) As of the Closing Date and subject Subject to the terms and conditions of this Agreement, Purchaser without additional consideration, (i) TCR2 hereby grants to Hynix and its Subsidiaries HARPOON a perpetual, irrevocable, non-exclusive, worldwide, paid-up, royalty-free, non-exclusive, non-transferable (except as permitted under Section 7.13 of this Agreement) right and personal fully paid up license under and the Licensed TCR2 Patent Rights, with the right to the Purchaser Licensed Intellectual Property grant sublicenses as set forth in Section 2.2, to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patents, designresearch, develop, manufacture, have manufactured, make, have made, use, leasesell, have sold, offer for saleto sell, import, export, commercialize or otherwise exploit Products containing the Base BCMA Binder, itself and through its Affiliates and Third Parties; (ii) HARPOON hereby grants to TCR2 a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid up license under the Licensed HARPOON Patent Rights, with the right to grant sublicenses as set forth in Section 2.2, to research, develop, make, have made, use, sell, export and have sold, offer to sell, import, packageexport, modify commercialize or otherwise dispose of any semiconductor product(s)exploit Products containing Base MSLN Binders, (ii) copy, have copied, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), itself and through its Affiliates and Third Parties; and (iii) HARPOON hereby grants to TCR2 a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid up, non-exclusive license, with respect the right to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; grant sublicenses as set forth in Section 2.2, to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, in the conduct of its businessknow-how that is set forth on Exhibit E hereto. For the avoidance of doubt, and notwithstanding the foregoing HARPOON does not grant to TCR2 any rights or any other provision to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Property. (b) Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer Agreement. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix whatsoever with respect to any HARPOON Improved BCMA Binders or Products containing the infringementBase BCMA Binder or any HARPOON Improved BCMA Binders, violation and HARPOON shall not update Exhibit E (such that the know how that is being licensed by HARPOON to TCR2 hereunder, is limited to the know how that is set forth on Exhibit E as of the Effective Date). It is understood and agreed that TCR2 shall not use the know-how that is licensed hereunder in any way that would preclude or misappropriation prevent HARPOON from being able to use any of and/or interference the licensed know how without restriction, or that would otherwise impair HARPOON’s ability to use any of the licensed know-how without restriction. [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the intellectual property rights Securities and Exchange Commission pursuant to Rule 406 of a third partythe Securities Act of 1933, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreementas amended.

License Grant. (a) As of the Closing Date and subject to the terms and conditions of this Agreement, Purchaser 2.1 Seller hereby grants to Hynix Buyer and its Subsidiaries Affiliates a perpetual, worldwide, fully paid-up, perpetual, irrevocable, royalty-free, non-exclusivesublicensable (except as set forth in Section 5), non-transferable (except as permitted under set forth in Section 7.13 of this Agreement) right and personal 5), nonexclusive, worldwide license under and the Licensed Patents to the Purchaser Licensed Intellectual Property to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, lease, offer for sale, sell, export and import, packagesell or offer to sell and otherwise exploit the Licensed Product Line. 2.2 Buyer hereby grants Seller and any Seller wholly-owned subsidiary a fully paid-up, modify or otherwise dispose of any semiconductor product(sperpetual, irrevocable, royalty-free, non-sublicensable (except as set forth in Section 5), non-transferable (ii) copyexcept as set forth in Section 5), have copiednonexclusive, use or have used any other manufacturing technology included in worldwide license under the Purchaser Licensed Intellectual Property Transferred Patents and Continuations to designmake, develop, manufacture, have manufactured, make or have made, package use, import, sell or modify offer to sell and otherwise exploit any semiconductor product(s), product within the Licensed Field. For clarity and (iii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents or without limitation of any other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative worksprovision herein, in the conduct event that Buyer files any patent applications directed to an improvement to the claimed subject matter of any of the Transferred Patents, no rights or licenses are granted from Buyer to Seller to such applications or any patents issuing therefrom. 2.3 Without limiting any other license or covenant hereunder or under the Asset Purchase Agreement: 2.3.1 Seller hereby covenants and agrees not to, and agrees to cause its Affiliates not to, institute, prosecute, authorize, assist, fund or support any claim of infringement (direct or indirect, including contributory or inducement infringement), misappropriation or other violation of any Intellectual Property (other than Trademarks) owned or controlled by Seller or any of its business. For the avoidance of doubtAffiliates against Buyer, and notwithstanding the foregoing its Affiliates, or any other provision to the contraryits or their customers, Hynix shall have the right to create any improvementsdistributors, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Property. (b) Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to allow Hynix and/or any Hynix Subsidiary(ies) to directly joint development partners or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer Agreement. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix joint ventures with respect to the Licensed Product Line and Transferred Technology, existing as of the Effective Date; provided, however, that joint development partners or joint ventures, as used in this Section 2.3.1, shall not include those Persons set forth on Attachment B hereto. 2.3.2 With respect to any Seller Improvements made or that have been made on or prior to twenty four (24) months after the Effective Date, Seller hereby covenants and agrees not to, and agrees to cause its Affiliates not to, institute, prosecute, authorize, assist, fund or support any claim of infringement (direct or indirect, including contributory or inducement infringement), misappropriation or other violation of any Intellectual Property (other than Trademarks) owned or misappropriation controlled by Seller or any of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license its Affiliates in or to such third party Seller Improvements against Buyer, its rights Affiliates, or its or their customers, distributors, joint development partners or joint ventures with respect to the Purchaser ‘022 Patents’ any product, service, method or process whatsoever; provided, however, that joint development partners or joint ventures, as used in this Section 2.3.2, shall not include those Persons set forth on Attachment B hereto. 2.4 No right or license is granted by Seller or Buyer herein by implication or otherwise under this Agreementany patent, patent application or patent claim, except as specifically provided herein.

License Grant. (a) As a. Subject to full payment under Section 3 and to the other terms of this Agreement the Company grants to Licensee an exclusive, worldwide, sublicensable, perpetual, fully paid-up license to use the Product, Proprietary Rights and Technology as determined in the sole discretion of the Closing Date Licensee, and to: (i) produce, or have its contractors produce the Product for distribution; (ii) modify, adapt, and prepare derivative works of the Product, or have its contractors do so on its behalf, for the purposes described in 2(a)(iii) below. (iii) reproduce, have reproduced, display, perform and distribute (directly or indirectly pursuant to clause (iv) below) the Product and modifications and derivative works of the Product created pursuant to clauses (i) and (ii) above; Licensee will indemnify the Company from all damages, court costs, settlements, attorneys' fees and expenses incurred by the Company in connection with any claim of a third party related to the Licensee Products or the distribution thereof, subject to the terms and conditions of Company's liability for the original Product prescribed in this Agreement, Purchaser hereby grants to Hynix and its Subsidiaries a perpetual, worldwide, paid-up, royalty-free, non-exclusive, non-transferable (except as permitted under Agreement in Section 7.13 of this Agreement) right and personal license under and to the Purchaser Licensed Intellectual Property to 15(c); provided that (i) with respect Licensee is promptly notified in writing of a claim from a third party, (ii) Licensee shall have the sole control of the defense and/or settlement thereof, and (iii) Company furnishes to Licensee, at Licensee's request and expense, information reasonably available to Company for such defense; (iv) sublicense to third parties the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, lease, offer for sale, sell, export and import, package, modify or otherwise dispose of any semiconductor product(srights in 2(a)(i), (ii) copy, have copied, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), and (iii) with respect above; any such sublicense shall be pursuant to Purchaser Licensed Intellectual Property which are a sublicense agreement for Company's benefit that contains all the restrictions and obligations imposed on Licensee hereunder. b. The foregoing license includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as "moral rights" (collectively "Moral Rights"). To the extent such Moral Rights cannot Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, be licensed and to create derivative works thereof and copy and use such derivative works, the extent the following is allowed by the laws in the conduct various countries where Moral Rights exist, Company hereby ratifies and consents to any action consistent with the terms of its business. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Property. (b) Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate such Moral Rights in the covenant not absence of such ratification/consent. Company will confirm any such ratifications and consents from time to compete in Section 6.4 of the Business Transfer Agreementtime as requested by Licensee. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreement.

License Grant. (a) As of the Closing Date and subject Subject to the terms and conditions of this Agreement, Purchaser Licensor hereby grants grants, and shall cause its Affiliates to Hynix and its Subsidiaries a perpetualgrant, worldwideto Licensee an exclusive (except as provided in Section 2.6 or otherwise set forth in Schedule A or Schedule B, paid-uprespectively), royalty-freesublicensable (to the extent permitted in Section 2.2), non-exclusive, assignable and non-transferable (in either case, except as provided in Section 10.6), and fully paid-up (and without separate consideration) license during the Term to use the Licensed Marks (including on or in connection with Associated Materials) in the Licensed Field in the Territory. Notwithstanding the foregoing, Licensee’s rights to use domain names and social media addresses (and similar or successor addresses) containing the Licensed House Marks and Licensed Product Marks shall be limited to those uses expressly permitted under Section 7.13 in Schedule A and Schedule B, respectively. Licensee shall, and shall cause its Affiliates and any other Sublicensees to, transition from, and phase-out use of, the Licensed Marks as soon as reasonably practicable and in any event no later than the expiration or earlier termination of this Agreement. This Section 2.1 does not include any rights to use any of the Licensed Marks as all or part of any corporate name, trade name or fictitious name for SpinCo or its Affiliates, except for such uses by the SpinCo Group of the Licensed House Marks as of the Effective Date and subject to Section 2.3. (b) right Promptly following the Effective Date, Licensee shall, and personal license under and to the Purchaser Licensed Intellectual Property shall cause its applicable Affiliates to, request any approvals required from a Third Party (including any necessary Governmental Approvals), to (i) with respect change the corporate names, trade names and fictitious names of Licensee and its Affiliates to corporate names, trade names or fictitious names that do not contain, and are not confusingly similar to or derivative of, the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, lease, offer for sale, sell, export and import, package, modify or otherwise dispose of any semiconductor product(s)House Marks, (ii) copychange any corporate names, have copiedtrade names and fictitious names that are associated with any Product Registration of Licensee or its Affiliates to corporate names, use trade names or have used any other manufacturing technology included in fictitious names that do not contain, and are not confusingly similar to or derivative of, the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s)House Marks, and (iii) otherwise cease using the Licensed House Marks in their corporate names, trade names and fictitious names in a manner that is compliant with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, in the conduct applicable Law (each of its business. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contraryclauses (i)-(iii), Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Propertya “Required Name Change”). (b) Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer Agreement. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreement.

License Grant. (a) As of the Closing Date and subject 2.1 Subject to the terms and conditions of this Agreement, Purchaser CHIRON hereby grants to Hynix ABBOTT and its Subsidiaries Affiliates, so long as they remain Affiliates of ABBOTT, a perpetual, worldwide, paidsemi-upexclusive license, royalty-freewithout the right to sublicense, non-exclusiveunder Licensed Patents to research, non-transferable develop, make, have made, import, use, offer for sale and sell Licensed Products. CHIRON covenants not to ▇▇▇ any End User of a Licensed Product (except as permitted with respect to which ABBOTT has performed all of its material obligations under Section 7.13 of this Agreement) to the extent of activities in the Field or otherwise permitted under this Agreement. Conversely, subject to Section 13.1, no immunity from suit shall apply to End User activities in Blood Screening or otherwise outside of the Field. The license granted hereunder shall be semi-exclusive to ABBOTT and its Affiliates. Semi-exclusive means that, in addition to licenses to third parties under existing agreements referenced in Exhibit C including, without limitation, the [CONFIDENTIAL TREATMENT REQUESTED], and licenses that may be granted by such licensees, including licenses that may be granted by [CONFIDENTIAL TREATMENT REQUESTED], CHIRON retains the right to practice under the Licensed Patents and/or to grant additional licenses under one or more of the Licensed Patents in the Field as follows: (a) CHIRON may grant up to [CONFIDENTIAL TREATMENT REQUESTED] in the Field, if CHIRON is not engaged in the sale of Products; (b) If CHIRON has not granted [CONFIDENTIAL TREATMENT REQUESTED] under Section 2.1(a) and personal CHIRON is not then engaged in the sale of Products, CHIRON shall have the right, in its sole discretion, in lieu of such worldwide license, to grant [CONFIDENTIAL TREATMENT REQUESTED] under the Licensed Patents in the Field in each Region; (c) If CHIRON chooses to engage in the sale of Products, such activities shall replace the [CONFIDENTIAL TREATMENT REQUESTED] CHIRON is permitted to grant under Section 2.1(a) if CHIRON's sales are worldwide; or, if CHIRON's sales are regional, such activities shall replace the [CONFIDENTIAL TREATMENT REQUESTED] CHIRON is permitted to grant under Section 2.1(b) in each Region in which CHIRON sells such Products; (d) Licenses granted under Section 2.1(a) or 2.1(b) shall not include the right to grant sublicenses, except to Affiliates for so long as they remain Affiliates of the licensee, and shall contain provisions no less restrictive than those set forth in Sections 13.1 and 13.2; (e) In the event that a license granted by CHIRON pursuant to Section 2.1(a) or (b) is terminated, CHIRON shall have the right to replace such license with a new license, consistent with the limitations required hereby and the scope, field and territory of the license that is replaced. Notwithstanding anything herein to the contrary, the [CONFIDENTIAL TREATMENT REQUESTED], if terminated, could be replaced by a new license to a new licensee and containing terms determined by CHIRON in its discretion without any restrictions imposed by this Agreement other than paragraph 5 of Exhibit A. Conversely, if the replacement license for a license granted pursuant to Section 2.1(a) or (b) is other than to [CONFIDENTIAL TREATMENT REQUESTED], other restrictions, including paragraph 6 of Exhibit A, shall apply; (f) Following the last to expire of the Foundational Patents, the license hereunder shall be nonexclusive; and (g) Notwithstanding this Section 2.1, CHIRON retains the nonexclusive right under the Licensed Patents to conduct research in any field, including to develop Products, and all rights outside of the Field and the Transplantation Field, including the nonexclusive right to practice and to grant licenses under the Purchaser Licensed Intellectual Property Patents to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, leaseimport, offer for sale, sell, export sale and import, package, modify or otherwise dispose of sell any semiconductor product(s), (ii) copy, have copied, use or have used any other manufacturing technology included products in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), and (iii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, in the conduct of its business. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual PropertyTransplantation Field. (b) Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer Agreement. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreement.

License Grant. (a) As of the Closing Date and subject Subject to the terms and conditions of this AgreementAgreement and, Purchaser hereby grants to Hynix and its Subsidiaries a perpetual, worldwide, paid-up, royalty-free, non-exclusive, non-transferable (except as permitted under Section 7.13 of this Agreement) right and personal license under and to the Purchaser Licensed Intellectual Property to (i) with respect to the Purchaser licenses granted to BMS thereunder, of the respective BMS In-Licenses, BMS hereby grants to SGI a right and license (or, in the case of Patents licensed to BMS under the BMS In-Licenses, a sublicense), under the Licensed Intellectual Property which are Product PatentsTechnology, design, develop, manufacture, have manufactured, to make, have made, use, lease, offer for sale, to sell, export sell and import, package, modify or otherwise dispose of any semiconductor product(shave sold Products (except as set forth in Section 4.1(b), (ii) copy, have copied, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property to designrelevant Field, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(sas determined under Section 4.1(d), and (iii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, in the conduct of its business. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual PropertyTerritory. (b) Notwithstanding Section 4.1(a): (i) The right and sublicense granted in Section 4.1(a) under the foregoing, nothing in this Agreement Licensed Technology relating to the Enzon Patents shall be interpreted to allow Hynix and/or any Hynix Subsidiary(iesmake, have made, use, sell and have sold Enzon Products only; (ii) to directly or indirectly, take any action that would violate the covenant not to compete The right and sublicense granted in Section 6.4 of 4.1(a) under the Business Transfer AgreementLicensed Technology relating to the Ixsys Patents shall be to make, have made, use, sell and have sold Ixsys Products only; and (iii) The right and sublicense granted in Section 4.1(a) under the Licensed Technology relating to the Washington Patents shall be to make, have made, use, sell and have sold Washington Products only. (c) Purchaser agrees With respect to the Licensed Technology, the right and license granted to SGI under Section 4.1(a) shall be either exclusive or partially exclusive or non-exclusive, as set forth in Exhibit A. Except as set forth in this Agreement: (i) BMS shall retain no right to use the Licensed Technology for which SGI is granted a right and license that its is exclusive; (ii) BMS shall retain the right to use outside the Field the Licensed Technology for which SGI is granted a right and its Subsidiaries’ license that is partially exclusive; and (iii) BMS shall retain all rights to use the Purchaser ‘022 Patents’ will be Licensed Technology for which SGI is granted a right and license that is non-exclusive. SGI acknowledges that the right and license granted to SGI under this Agreement with respect to Licensed Technology licensed to BMS under the BNS In-Licenses is subject to all licenses Hynix has of the rights therein retained by the respective licensors thereunder. (d) Subject to the limitations set forth in Section 4.1(b), the field (the “Field”) with respect to Licensed Technology for which SGI is granted a right and license that is exclusive under Section 4.1(c) shall be the treatment and diagnosis of conditions and diseases in humans and animals. The Field with respect to third parties Licensed Technology for which were SGI is granted a right and license that is partially exclusive under Section 4.1(c) shall be: (i) if Exhibit A indicates that such license is partially exclusive for linkers, all monoclonal antibody targeting applications; or (ii) if Exhibit A indicates that such license is partially exclusive for cancer, the treatment and diagnosis of cancer in effect as humans. The Field with respect to Licensed Technology for which SGI is granted a right and license that is non-exclusive under Section 4.1(c) shall be the treatment and diagnosis of June 12cancer in humans. Notwithstanding the foregoing, 2004. In addition, in connection with claims against Hynix the Field with respect to the infringement, violation or misappropriation G28-5 Licensed Technology shall be for the use of and/or interference the antibody G28-5 fused with a toxin for the intellectual property rights treatment of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreementcancer in humans.

License Grant. (a) As of Medisorb hereby grants to ▇▇▇▇▇▇▇ US in the Closing Date Territory an exclusive license under the Patents and subject Technical Information existing prior to the terms and conditions effective date of this Agreement, Purchaser hereby grants with the right to Hynix grant sublicenses thereunder, for all purposes within the Field to practice and its Subsidiaries a perpetualuse the Patents and Technical Information, worldwide, paid-up, royalty-free, non-exclusive, non-transferable (except as permitted under Section 7.13 of this Agreement) right including the rights to manufacture and personal license under and to the Purchaser Licensed Intellectual Property to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, to use and have made, use, lease, offer for sale, sell, export and import, package, modify or otherwise dispose of any semiconductor product(s), (ii) copy, have copied, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), and (iii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Propertyused, and to create derivative works thereof sell and copy have sold Products. Medisorb exclusively retains all rights under the Patents and Technical Information outside the Field and for use such derivative works, other than in the conduct of its businessProducts. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, Hynix shall have the The right to create any improvements, developments, enhancements, modifications, and/or derivative works grant sublicenses granted hereunder is exclusive to the Purchaser Licensed Intellectual Property▇▇▇▇▇▇▇ US and shall not extend to ▇▇▇▇▇▇▇ US Affiliates or Sublicensees. (b) Notwithstanding Medisorb shall offer to ▇▇▇▇▇▇▇ US for incorporation into this License Agreement on reasonable terms and conditions, Medisorb Improvements in the foregoingField which, nothing if incorporated into ▇▇▇▇▇▇▇ US's then current commercial Product(s), would: (i) result in significant changes in either the specifications for such Product(s) or the processes for producing such Product(s), and (ii) would reasonably be expected to result in enhanced market value and/or profitability of such Product(s). Examples of such Improvements would include: (i) the development by Medisorb of a non-aqueous injection vehicle which offers significant advantages with respect to ease of administration and (ii) the development by Medisorb of technology enabling [ ]. It is the parties' understanding that the effect of any such license amendment would, in general, be either an extension of the term of this Agreement for a mutually agreed period or a marginal increase in the then current royalty rate. All other Medisorb Improvements shall be interpreted made available to allow Hynix and/or ▇▇▇▇▇▇▇ US for its use without further agreement. Proprietary rights to Improvements jointly developed by Medisorb and ▇▇▇▇▇▇▇ US or any Hynix Subsidiary(iesof its Affiliates shall be governed by the terms of Section 5(c) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer this Agreement.. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN (c) Purchaser agrees In the event that its at any time during the term of this Agreement Medisorb is unable for any reason whatsoever to supply the Medisorb Polymers required by ▇▇▇▇▇▇▇ U.S. for use in Products, then the license granted under paragraph 2(a) above shall be expanded to include the Medisorb Technology required to make and its Subsidiaries’ rights to use the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this AgreementMedisorb Polymers.

License Grant. (a) As of the Closing Date and subject 2.1.1 Subject to the terms and conditions of this AgreementAgreement and to the terms and conditions of any contractual arrangements existing on the Effective Date, Purchaser Elan hereby grants to Hynix Medi-Ject for the Term, and its Subsidiaries a perpetual, worldwide, paidMedi-up, royalty-free, non-exclusive, non-transferable (except as permitted under Section 7.13 of this Agreement) right and personal license under and to the Purchaser Licensed Intellectual Property to Ject hereby accepts, (i) an exclusive license of the Elan Intellectual Property and the Joint Intellectual Property in connection with the applications or deliveries of compounds listed on Appendix D, except with respect to any Retained Elan Intellectual Property, as to which Medi-Ject is being granted a non-exclusive license, (ii) a non-exclusive license of the Purchaser Licensed Elan Intellectual Property and the Joint Intellectual Property in connection with the applications or deliveries of compounds listed on Appendix E, and (iii) subject to existing contractual rights of third parties, an exclusive license of the Elan Intellectual Property and the Joint Intellectual Property for use with any other compounds not listed on Appendices D or E and which are Product Patentsnot Elan Compounds, designin each case for use only as Auto-Injector Technology and in the Field for the Territory to develop, developmake, have made, manufacture, have manufactured, make, have madepackage, use, leaseimport, export, promote, distribute, market, offer for sale, sell, export and import, package, modify or otherwise dispose of any semiconductor product(s), (ii) copy, have copied, use or have used any other manufacturing technology included sell the Devices and Products in the Purchaser Licensed Field for the Territory. From time to time, Medi-Ject may notify Elan of the intended use of the Elan Intellectual Property to designupon the terms and conditions contained herein, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s)in connection with compounds not listed on Appendix D and E hereof, and (iii) with respect Elan shall as promptly as possible thereafter, notify Medi-Ject whether any of such intended uses are subject to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, in the conduct contractual rights of its business. third parties previously granted by Elan. 2.1.2 For the further avoidance of doubt, nothing in this license shall be deemed to (i) constitute a license to the Elan Compounds; or (ii) include the use of Elan Intellectual Property for uses other than as Auto-Injector Technology and in the Field for the Territory. 2.1.3 For further avoidance of doubt, notwithstanding the foregoing or any other provision license granted to the contraryMedi-Ject, Hynix Elan shall have retain (A) the right to create any improvements, developments, enhancements, modifications, and/or derivative works utilise or license the Elan Intellectual Property to the Purchaser Licensed Intellectual Property.extent provided in Section 2.3 hereof, and (bB) Notwithstanding the foregoing, nothing in this Agreement shall be interpreted subject to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 Elan's grant of the Business Transfer Agreement. (c) Purchaser agrees that its and its Subsidiaries’ non-exclusive rights to Medi-Ject, all rights, including the Purchaser ‘022 Patents’ will be subject rights to all licenses Hynix has granted to third parties which were in effect as of June 12utilise or license, 2004. In addition, in connection with claims against Hynix with respect to the infringementRetained Elan Intellectual Property and, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreementcompounds listed on Appendix E, to use of the Auto-Injector Technology in connection with such compounds.

License Grant. Subject to payment of applicable license fees, Licensor grants to you a non-exclusive license to use the Software and accompanying documentation (a"Documentation") As in the manner described in Part IV below under "Scope of Grant." Unless you have purchased a subscription for the Closing Date and subject Software, the license granted under this Agreement does not grant you any right to any enhancement or update to the terms Software. Licensor hereby represents and conditions of this Agreement, Purchaser hereby grants to Hynix and its Subsidiaries a perpetual, worldwide, paid-up, royalty-free, non-exclusive, non-transferable (except as permitted under Section 7.13 of this Agreement) right and personal license under and to the Purchaser Licensed Intellectual Property to warrants that (i) with respect it has title to the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, lease, offer for sale, sell, export Software and import, package, modify or otherwise dispose of any semiconductor product(s), has the right to grant this license to you; (ii) copythe granting of this license will not infringe any patent, have copiedcopyright, use trade-▇▇▇▇, trade secret or have used other proprietary right of any other manufacturing technology included in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), and person; (iii) with respect all maintenance, repair and support services provided by Licensor shall be performed in a diligent and professional manner by duly trained employees of Licensor that have the requisite experience to Purchaser Licensed Intellectual Property which are provide the required services; (iv) the Software does not Product Patents and will not contain any backdoor, time bomb, drop dead device or other manufacturing technologysoftware routine designed to disable the Program automatically with the passage of time or under the positive control of any person other than you; and (v) the Software does not and will not contain any virus, Trojan horse worm or other software routines designed to copy disable, erase or otherwise harm the Software, your hardware or data, or permit unauthorized access or to perform any similar actions. Licensor shall defend, indemnify and use such Purchaser Licensed Intellectual Propertysave you, your partners, employees, authorized representatives and to create derivative works thereof associated entities, harmless from and copy and use such derivative worksagainst any liability, in costs, loss, or expense of any kind arising out of or based on any claim, demand or action against you alleging that the conduct of its business. For the avoidance of doubt, and notwithstanding the foregoing Software Product or any other provision to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Property. (b) Notwithstanding the foregoing, nothing in portion thereof as furnished under this Agreement shall be interpreted to allow Hynix and/or any Hynix Subsidiary(ies) to directly and used within the scope of this license infringes the copyright, patent, trade-▇▇▇▇, trade secret or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer Agreement. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights other proprietary right of a third party. Without limitation, Hynix Licensor shall have pay any costs, damages or award of settlement, including legal fees and court costs, arising out any such claim, demand or action, provided that you shall promptly give notice of any such claim, demand or action to Licensor and accord to Licensor the right direction of the defense thereof and reasonably consent to sub-license to any settlement of such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreementclaim, demand or action.

License Grant. (a) As Effective as of the Closing Date Date, Buyer hereby grants to Seller an exclusive, royalty free, license within the United States to use, sublicense and subject distribute in executable form to customers, the terms and conditions of Software as completed by Buyer as contemplated in this Agreement, Purchaser hereby grants to Hynix and its Subsidiaries a perpetual, worldwide, paid-up, royalty-free, but only in conjunction with the sale of Buyer's hardware platform. Said license shall be non-exclusivetransferable, non-transferable (except as permitted under Section 7.13 that, with Buyer's prior written consent, which consent may be withheld in Buyer's sole discretion, Seller may transfer or assign said license in conjunction with Seller's sale of this Agreement) right and personal license under and to the Purchaser Licensed Intellectual Property to (i) with respect to totality of its business or sale of substantially all the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, lease, offer for sale, sell, export and import, package, modify or otherwise dispose of any semiconductor product(s), (ii) copy, have copied, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), and (iii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, in the conduct assets of its business. For In light of Seller's involvement in the avoidance development of doubtthe Software, said license is without warranty of any kind, and notwithstanding does not include any obligation on Buyer's part to indemnify Seller against third party claims of infringement regarding the foregoing Software. Maintenance and support of such Software is not included under this Agreement, but the Parties agree to use their best efforts to negotiate and execute in good faith a separate written maintenance and support agreement whereby Buyer would perform such services. (b) Within thirty (30) days after the completion of development of the Software as described in Section 2.2(a) or any other provision Buyer determines not to complete the Software, Buyer shall deliver to Seller a copy of the source code for such Software. Subject to the contraryconfidentiality obligations set forth in Section 6.2, Hynix and subject to Buyer's review and approval, which shall not be unreasonably withheld, Seller shall have the right to fix, debug, modify, update, enhance and create any improvements, developments, enhancements, modifications, and/or derivative works of the source code of the Software to the Purchaser Licensed Intellectual Property. (b) Notwithstanding extent required to enable Seller to perform its responsibilities in connection with store level advertising and promotion programs for the foregoing, nothing in this Agreement iKart System. The source code shall be interpreted without warranty of any kind and should Seller make any changes or modifications to allow Hynix and/or the source code, Buyer shall be under no obligation to provide support for the Software. Buyer shall be entitled to a copy of and own any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 derivative works of the Business Transfer Agreement. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will Software created by Seller, but said derivative works shall be subject to all licenses Hynix has the exclusive license granted to third Seller herein. The parties which were intend for this Section 2.3(b) to be an interim arrangement and that, once executed, the maintenance and support agreement described in effect Section 2.3(a) above shall supersede and replace this Section 2.3(b). Buyer shall also deliver to Seller a copy of the source code for such Software, as of June 12, 2004. In additionit is then completed, in connection with claims the event Buyer determines not to complete the Software, but such delivery of the source code to Seller shall be in full and final settlement of any claim that Seller may have against Hynix with respect Buyer arising out of Buyer's determination not to complete the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall Software. Seller will then have the right to sub-license complete the Software for use in the iKart System. In such case, Buyer shall have no rights to such third party its rights with respect or in any of the code that is written by Seller to complete the Purchaser ‘022 Patents’ under this AgreementSoftware.

License Grant. (a) As 2.1 NANO grants to ▇▇▇▇▇▇▇ a worldwide, exclusive license under the NanoCrystal Technology for the sole purpose of developing, having developed, making, having made, using, marketing, selling, having sold and distributing Product in the Closing Date and Territory, subject to the terms and conditions of set forth in this Agreement, Purchaser including the provisions of Article 9. 2.2 The rights and licenses granted hereunder shall be sublicensable by ▇▇▇▇▇▇▇ to Licensees in any country in the Territory, subject to the terms and conditions set forth in this Agreement, including the provisions of Article 9; provided, however, that no Licensee shall be permitted to sublicense any license granted to such sublicensee. 2.3 ▇▇▇▇▇▇▇ may develop, make and/or sell Product through its Affiliates in any country in the Territory or grant sublicenses to its Affiliates in any country of the Territory, subject to the terms and conditions set forth in this Agreement, including the provisions of Article 9. 2.4 At the request of ▇▇▇▇▇▇▇, ▇▇▇▇ will extend the rights and licenses granted herein to an Affiliate of ▇▇▇▇▇▇▇ on a direct basis in any country of the Territory, subject to the terms and conditions set forth in this Agreement, including the provisions of Article 9. 2.5 Notwithstanding the granting of a sublicense to a Licensee or an Affiliate, or a direct license to an Affiliate, ▇▇▇▇▇▇▇ shall remain directly responsible to NANO for all obligations of ▇▇▇▇▇▇▇, its Affiliates and Licensees. 2.6 Nothing herein shall preclude ▇▇▇▇▇▇▇ and/or its Affiliates from utilizing distributors to promote and distribute the Product in any country of the Territory. 2.7 In the event the ▇▇▇▇▇▇▇ would consider developing an oral formulation of the Product, the Parties will in good faith discuss the possibility and the terms and conditions under which ▇▇▇▇ would ▇▇▇▇▇ ▇▇▇▇▇▇▇ a license under the NanoCrystal Technology to develop, make and sell such oral formulation and/or whether NANO would manufacture such oral formulation for ▇▇▇▇▇▇▇. 2.8 Notwithstanding anything else herein to the contrary, in the event that ▇▇▇▇▇▇▇’▇ development, manufacture, use, marketing, sale or distribution of Product in the Territory would infringe any patent that would be a Nano Patent but for the fact that it is an Elan-Independent patent (an “Elan Patent”), NANO hereby grants to Hynix and its Subsidiaries ▇▇▇▇▇▇▇, to the extent NANO is legally able to do so, a perpetual, worldwide, paid-up, royalty-free, non-exclusive, royalty-free license under such Elan Patent for the sole purpose of developing, having developed, making, having made, using, marketing, selling, having sold and distributing such Product in the Territory, which license shall be subject to the provisions of Article 9. The provisions of Article 11 shall not apply to any Elan Patents licensed hereunder, and NANO shall have no obligation to transfer or disclose to ▇▇▇▇▇▇▇ any processes, techniques, formulas, data, methods, equipment designs, know-how, show-how or trade secrets associated with any Elan Patents licensed hereunder. Notwithstanding the above, in the event NANO is legally not able to grant such a non-transferable (except as permitted under Section 7.13 of this Agreement) right and personal exclusive, royalty free license under any Elan Patent and is for similar reasons not able to grant a commitment not to sue under such Elan Patent in relation to the Purchaser Licensed Intellectual Property to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patents, design, developdevelopment, manufacture, have manufactured, make, have made, use, leasemarketing, offer for salesale or distribution of Product, sell, export and import, package, modify then ▇▇▇▇▇▇▇ shall be entitled to deduct all costs incurred or otherwise dispose payments made (including royalty payments) in relation to any alleged infringement of any semiconductor product(s), (ii) copy, have copied, use such Elan Patent or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), and (iii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents settlement or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative worksfinal disposition thereof, in the conduct of its business. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Property. (b) Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer Agreement. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference accordance with the intellectual property rights provisions of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreement.Section 11.1

License Grant. (a) As of the Closing Date and subject to the terms and conditions of this Agreement, Purchaser Licensor hereby grants to Hynix HSI: (a) for the period of four (4) years from the Closing Date (“Initial Term”), exclusive (including to the exclusion of Licensor) within the Territory, non-transferable (except as permitted under Section 10.12 of this Agreement), right and license under and to the Licensed Intellectual Property to copy and use any such Licensed Intellectual Property to make, have made, use, sell, lease and otherwise dispose of or commercially exploit products or services in the Business using or containing the Licensed Intellectual Property, provided that such products or services are solely used within the Territory (as such phrase is hereinafter defined). For purpose of clarity, during the Initial Term, products that are made with the Licensed Intellectual Property cannot be sold or distributed (i) by HSI (or any of its Subsidiaries successors or licensees or HSI Affiliates) outside the Territory or (ii) by Licensor (or any of its successors or licensees or Licensor Affiliate) inside the Territory. For avoidance of doubt, products that are manufactured in Korea but used outside of Korea shall not qualify as products “used within the Territory,” and where a perpetualproduct is used shall be determined by the site of the original installation of the product. Notwithstanding the foregoing, worldwidenothing in this Section 2 shall be interpreted to allow HSI and/or any HSI Affiliate(s) to directly or indirectly, paid-up, royalty-freecompete with Licensor or Licensor Affiliates in violation of the covenant not to compete outside the Territory in Section 5.08 of the Asset Purchase Agreement or to allow Licensor and/or any Licensor Affiliate(s) to directly or indirectly compete with HSI or HSI Affiliates in violation of the covenant not to compete within the Territory in such Section; (b) for the Initial Term, non-exclusive, non-transferable (except as permitted under Section 7.13 10.12 of this Agreement) ), worldwide right and personal license under and to the Purchaser Licensed Intellectual Property, to copy and use any such Licensed Intellectual Property to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, lease, offer for sale, sell, export lease and import, package, modify or otherwise dispose of any semiconductor product(s), (ii) copy, have copied, use or have used any other manufacturing technology included commercially exploit products or services in the Purchaser Business using or containing the Licensed Intellectual Property to designthe extent (and only to the extent) reasonably required in connection with complying with and enforcing contractual obligations to and of customers outside the Territory pursuant to agreements listed in Section 5.08(a) of the Disclosure Schedule to the Asset Purchase Agreement in effect on the date of the Asset Purchase Agreement; and (c) after the Initial Term, developperpetual, manufacturenon-exclusive, have manufactured, make or have made, package or modify any semiconductor product(snon-transferable (except as permitted under Section 10.12 of this Agreement), worldwide right and (iii) with respect license under and to Purchaser the Licensed Intellectual Property which are not Product Patents or other manufacturing technology; Property, to copy and use any such Purchaser Licensed Intellectual PropertyProperty to make, have made, use, sell, lease and to create derivative works thereof and copy and use such derivative works, otherwise dispose of or commercially exploit products or services in the conduct of its business. For Business using or containing the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Property. (b) Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer Agreement. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreement.

License Grant. (a) As 2.1 Subject to the other terms and conditions set forth in the Agreement, including the reservation of rights under Section 2.2, ZHM hereby grants to IMCH, and IMCH hereby accepts, a perpetual, worldwide, royalty-bearing right and license, under the Closing Date Licensed Technology and Licensor Improvements, to exercise all rights, powers, privileges and immunities under, relating to, and in, and otherwise to exploit, the Licensor Technology for any and all uses, activities, functions or operations including developing, using marketing, selling and offering for sale, manufacturing or have manufactured, exporting and importing Licensed Products, in all fields of use and territories with a right to sublicense as further provided herein. 2.2 IMCH shall have the right to grant sublicenses with respect to any rights confirmed upon IMCH under this Agreement, and provided that any such sublicenses shall be subject in all respects to the royalty provisions, reporting, restrictions, exceptions, and termination provisions contained in this Agreement subject to the written consent by ZHM, which consent shall not be unreasonably withheld. In no event shall ZHM receive less than the royalty amounts IMCH has agreed to pay ZHM under Section 2.3 The License granted under Section 2.1 shall be exclusive in all fields of use and territories, except that ZHM reserves (i) the right to license, to Affiliates, the Licensed Technology and Licensor Improvements and any intellectual property rights associated therewith including the rights to make Derivative Works, and (ii) the right to maintain, renew, or revive any license or permission granted to any third party or person at any time before the Effective Date to use the Licensed Technology, including Licensed Software, or products derived therefrom. ZHM may also exercise all rights and privileges under the License Technology and Improvements for its personal use, practice methods and processes under the Licensed Technology. 2.4 Subject to and as further provided in the order terms and conditions of this Agreement, Purchaser hereby grants ZHM owns and shall own all right, title and interest in and to Hynix the Licensed Technology and its Subsidiaries a perpetualLicensor Improvements. Nothing in this Agreement or in the relationship between the parties is intended to effect an assignment or transfer of any ownership rights in the Licensed Technology to IMCH or to grant license to IMCH, worldwide, paid-up, royalty-free, non-exclusive, non-transferable (except as permitted under Section 7.13 expressly provided herein. Royalties 3.1 During the term of this Agreement, IMCH agrees to pay ZHM continuing royalties for any Licensed Products sold in the amount (s) right set forth below: (a) Twelve and personal license under and to a half percent (12.5%) of the Purchaser Licensed Intellectual Property to (i) with respect to Net Sales generated from the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, usesale, lease, offer for sale, sell, export and import, package, modify or otherwise dispose use of any semiconductor product(s), (ii) copy, have copied, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), and (iii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technologyProducts; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, in the conduct of its business. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Property.and (b) Notwithstanding Four percent (4%) of the foregoing, nothing in this Agreement Net Sales generated from the provision of Licensed Related Services. 3.2 Royalties shall be interpreted paid by IMCH to allow Hynix and/or any Hynix Subsidiary(iesZHM quarterly, not more than forty-five (45) to directly or indirectly, take any action that would violate days after the covenant not to compete in Section 6.4 end of the Business Transfer Agreementcalendar quarters (March 31, June 30, September 30 and December 31 of each year). Royalties shall be payable hereunder when the Licensed Products have been invoiced or shipped by IMCH, whichever is sooner. If IMCH does not timely pay ZHM any of the payments required by this paragraph, then IMCH shall pay ZHM an additional payment of one percent (1.0%) per month of any unpaid balance that is calculated from when the delinquent payment(s) were due to when they actually are paid. (c) Purchaser agrees that its and its Subsidiaries’ rights 3.3 All royalties payment shall be made in U.S. Dollars by check or wire transfer to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were ZHM in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreementmanner directed by ZHM.

License Grant. Notwithstanding anything to the contrary set forth in the Portal Agreement, Synacor hereby grants to AT&T a limited, non-transferable, non-sublicensable, royalty-free, non-exclusive license (a) As to [*] (i) the Licensed Synacor Content (other than the Approved Stock Images) solely [*], and (ii) the Approved Stock Images solely through any Third Party system designated by Synacor (the Synacor [*], together with any Synacor-designated Third Party system collectively are referred to as the “CPS”), (b) to [*] the Licensed Synacor Content on the Portal, and (c) to [*] then-available AT&T Content and [*], subject to the following terms and conditions: (a) With regard to Licensed Synacor Content: (i) AT&T only will [*] in accordance with the terms herein, Synacor’s reasonable written instructions from time to time, and the scope of the Closing Date license grant from [*] as communicated in writing by Synacor to AT&T from time to time; provided, however, that any written instructions provided by Synacor after the date hereof may not unduly interfere with or materially restrict the rights granted to AT&T under this Amendment. (ii) AT&T acknowledges that in order to [*], AT&T also may have [*]; however, no license right is being granted to AT&T under this Amendment to Synacor Content or any other Content [*]. When [*], AT&T agrees it will not attempt to view, publish, copy, reproduce, distribute, or otherwise use any Content [*]. (iii) The term of the license grant for each category of Licensed Synacor Content shall continue only for so long as that category of Licensed Synacor Content remains on Exhibit A, as updated by Synacor pursuant to Section 1 above. In addition, Synacor has the right to terminate the license grant for any category of Licensed Synacor Content immediately upon notice to AT&T if Synacor reasonably believes the continued license to AT&T of such Content exposes Synacor or AT&T to potential legal liability. (iv) AT&T may only make the following [*] (other than reformatting as permitted in Section 2(a)(v) below): (A) AT&T may [*] solely as necessary to accurately reflect the [*] associated with such [*]. AT&T will review [*] for accuracy and will correct any spelling, grammar, or other errors it discovers during such review [*]. (B) AT&T may [*] of a particular item of [*] solely to the extent necessary to comply with the [*] and, in any event, solely in accordance with Synacor’s instructions. At such time that Synacor updates the [*] Synacor will notify AT&T and AT&T no longer will have the right to make [*]. (C) AT&T may not make any [*] without Synacor’s prior approval. Promptly after the Amendment Effective Date, the Parties mutually will agree upon an appropriate method to document AT&T requests for, and Synacor’s delivery of, any such approval. (D) AT&T may not [*], except as expressly permitted in Section 2(a)(vi) below. No other [*] is permitted, and in no event may AT&T use the [*] to the Portal any other content (e.g., advertising or any content [*]). (v) If space limitations within the Portal reasonably [*] so long as AT&T does so without substantively [*]. (vi) If AT&T desires to [*] on the Portal two or more different [*], it may do so only if either (1) AT&T associates [*], or (2) AT&T associates [*]. To be clear, AT&T may not, for example, [*], unless Synacor hereafter expands the license grant herein to allow for such [*], in which case, Synacor will notify AT&T of the expanded license grant (by email to AT&T’s designated email address at [*] or such successor email as designated by AT&T). If AT&T [*] as permitted above, it must make every effort to ensure it does not [*]. (vii) Except as expressly set forth above, no other right, license, or interest is being granted pursuant to this Amendment to AT&T in any [*]. (viii) Except as expressly provided above, the [*] is subject to the terms and conditions of this Agreement, Purchaser hereby grants to Hynix and its Subsidiaries a perpetual, worldwide, paid-up, royalty-free, non-exclusive, non-transferable (except as permitted under Section 7.13 of this Agreement) right and personal license under and to the Purchaser Licensed Intellectual Property to (i) Portal Agreement with respect to the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, lease, offer for sale, sell, export and import, package, modify or otherwise dispose of any semiconductor product(s), (ii) copy, have copied, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s)[*], and (iii) with respect nothing in this Amendment is intended to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, in limit Synacor’s obligations under the conduct of its business. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual PropertyPartial Agreement. (b) Notwithstanding With regard to AT&T Content: (i) AT&T only will access and use the foregoingSynacor [*] the AT&T Content in accordance with Section 2(b), nothing in this Agreement shall be interpreted Synacor’s reasonable written instructions from time to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectlytime, take any action that would violate and the covenant not to compete in Section 6.4 scope of the Business Transfer Agreement. (c) Purchaser agrees license grant from the applicable Content Licensor; provided, however, that its and its Subsidiaries’ any written instructions provided by Synacor after the date hereof may not unduly interfere with or materially restrict the rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ AT&T under this AgreementAmendment. (ii) AT&T may not [*] AT&T Content assets with any [*] available within [*], nor may AT&T combine AT&T Content [*].

License Grant. (a) As of the Closing Date and subject 2.1. Subject to the terms and conditions of this Agreement, Purchaser Licensor hereby grants to Hynix Licensee, and its Subsidiaries Licensee accepts, for the Term of this Agreement, a perpetual, worldwide, paid-up, royalty-free, non-exclusive, non-transferable (except as permitted under Section 7.13 of this Agreement) right and personal license under to use (at Licensee’s sole cost and expense) the Licensed Materials and/or Derivatives to the Purchaser Licensed Intellectual Property to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have mademade and/or use semiconductor products, usesolely for the Testing and Measurement 10 Gb/s Market, leaseof the type disclosed and/or illustrated, as applicable, [by the portions of the Licensed Materials which are semiconductor designs and that are listed as Part Numbers in the Exhibit A (the “Authorized Products”). Licensee agrees that (a) Licensee shall offer for sale, sell, export and/or import the Authorized Product(s) which are manufactured or otherwise made pursuant to this paragraph (or any other products developed using of the Licensed Materials) only for use within the Testing and Measurement 10 Gb/s Market, and (b) Licensee shall not, directly or indirectly, offer for sale, sell, export and/or import any such products in any market, including the Communications Market, other than the Testing and import, package, modify or otherwise dispose of any semiconductor product(s), (ii) copy, have copied, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), and (iii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, in the conduct of its businessMeasurement 10 Gb/s Market. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, Hynix (y) Licensee shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works works, whether or not patentable (collectively, “Derivatives”), of and/or to the Purchaser Licensed Intellectual Property. Materials and/or the Authorized Products, and (bz) Notwithstanding the foregoing, nothing in this license granted to Licensee pursuant to the Agreement shall be interpreted to allow Hynix does not include use of the Licensed Materials and/or any Hynix Subsidiary(iesDerivatives thereto (and in no event shall Licensee use (or permit the use of) to directly the Licensed Materials or indirectly, take any action that would violate the covenant not to compete Derivative(s) thereto in Section 6.4 of the Business Transfer Agreement. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In additionany way), in connection with claims against Hynix the design, development and/or manufacture of products for any market, including the Communications Market, other than the Testing and Measurement 10 Gb/s Market. 2.2. Four (4) reticule masks have been created on or behalf of Licensor for use in connection with the manufacture of certain of the Authorized Products (the “Masks”). As of the Effective Date of this Agreement, these masks are located at the WIN and Eudyna foundries. Licensor hereby grants Licensee the right to use each of the Masks for up to three (3) engineering runs, subject to the license granted pursuant to Section 2.1 above and the other terms and conditions of this Agreement, and further subject to the following: (a) such Masks may be so used only to the extent that the applicable Mask(s) are available for use at the time which Licensee elects to exercise its right to use the applicable Mask(s), “as is” and at the location where such Mask(s) are located at the time of such request, and on a schedule to be mutually agreed by the parties, provided, however, that Licensor hereby agrees to use reasonable efforts to make such Masks available to Licensee on the schedule mutually agreed upon by the parties; (b) Licensee must obtain the prior written permission of Licensor to use the Masks for any “tape out” and (c) any use of the Masks by Licensee shall be at Licensee’s sole and exclusive cost and expense. 2.3. Licensor agrees that, upon Licensee’s request at any time during the Term after June 30, 2008, Licensor will consider any request by Licensee with respect to an expansion of (a) the license set forth in Section 2.1 to the Testing and Measurement 40 Gb/s Market and/or (b) the rights granted under this Agreement for the use of the Masks for additional engineering runs, and, at time(s) which are mutually agreed upon by the parties, meet to discuss in good faith the possible terms (including compensation to Licensor) of any such requested expansion; provided, however, that the foregoing shall in no event be deemed to commit Licensor to agree to any such expansion. 2.4. Except for the non-exclusive license rights expressly granted to Licensee under this Agreement with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under Licensed Materials as set forth in this Agreement, Licensor hereby reserves for itself and retains all rights in and to its property, including the Licensed Materials, and any and all Intellectual Property Rights relating thereto.

License Grant. Subject to the terms and conditions set forth in this Agreement: 2.1 ABI grants to Taiho a license under the Technology to (aA) As use, market, distribute, import, sell and offer to sell the Product in the Oncology Field in the Territory, and (B) under the direction of the Closing Date Steering Committee pursuant to Section 12, to conduct clinical trials (and/or if approved by ABI, preclinical studies) of Products in Asia to facilitate obtaining Regulatory Approval of Products in the Oncology Field in the Territory. Taiho’s license is exclusive within the Territory, even as against ABI, and its license under clause (B) is non-exclusive in Asia outside the Territory. Upon Taiho’s request and at Taiho’s expense, in connection with clause (B) above, ABI agrees to use Commercially Reasonable Efforts to enable Taiho, and to obtain the cooperation and assistance of ABI’s licensees in countries in Asia outside the Territory to enable Taiho, to conduct clinical trials of the Product in such countries, including e.g. obtaining for Taiho the right to reference the IND and NDA, if any, for the Product filed by any such licensees. 2.2 Taiho has the right to grant and authorize sublicenses to third parties in accordance with and subject to the terms of the license granted to Taiho under this Agreement; provided however, that any sublicense and conditions the relevant sublicense agreement will be subject to ABI’s review and prior written approval, which approval shall not be unreasonably withheld or delayed. Even if, having first obtained ABI’s approval, Taiho sublicenses the license granted under this Agreement, Taiho will remain responsible to ABI for the performance of all its obligations under this Agreement and for any breach of the obligations to ABI under this Agreement whether the breach is caused by Taiho or any sublicensee. 2.3 Except as otherwise agreed to in writing by the Parties: (A) Taiho’s license is limited to the Territory, and no Taiho Party may directly or indirectly (through distributors, licensees or otherwise) market, distribute, sell or offer to sell the Product outside the Territory, nor may any Taiho Party directly or indirectly market, distribute, sell or offer to sell the Product to anyone that it has knowledge intends to, or reasonably believes intends to, directly or indirectly market, distribute, sell or offer to sell the Product outside the Territory; except Taiho may, under the direction of the Steering Committee pursuant to Section 12, conduct clinical trials of Products in Asia for purposes of the Territory. (B) (***). (C) (***). (D) (***). 2.4 Except as expressly provided in Section 14, nothing in this Section 2 or otherwise in this Agreement will confer any right to use in advertising, publicity or other promotional activities any name, trademark or trade name of any ABI Party. 2.5 ABI hereby expressly reserves the right to practice, and to grant licenses and sublicenses, under the Technology for any and all purposes that fall outside of the scope of the licenses granted to Taiho hereunder. No right or license under any Proprietary Rights of any ABI Party is or shall be granted by implication. All such rights or licenses are or shall be granted only as expressly provided in the terms of this Agreement, Purchaser hereby grants to Hynix and its Subsidiaries a perpetual, worldwide, paid-up, royalty-free, non-exclusive, non-transferable (except as permitted under Section 7.13 of this Agreement) right and personal license under and to the Purchaser Licensed Intellectual Property to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, lease, offer for sale, sell, export and import, package, modify or otherwise dispose of any semiconductor product(s), (ii) copy, have copied, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), and (iii) with respect to Purchaser Licensed Intellectual Property which are . Taiho shall not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, in the conduct of its business. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to use or authorize the Purchaser Licensed Intellectual Property. (b) Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 use of the Business Transfer Agreement. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were Technology for any purpose other than as expressly set forth in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreement.

License Grant. (a) As of the Closing Date and subject Subject to the terms and conditions of this Agreement, Purchaser Licensor hereby grants to Hynix Licensee, during the Term of this Agreement, an exclusive (subject to this Section 2.1 and its Subsidiaries a perpetual, worldwide, paid-upSection 13.1), royalty-free, non-exclusivebearing, non-transferable (except as permitted under in accordance with Section 7.13 of this Agreement16.6), sub-licensable (subject to Section 2.2 and through multiple tiers) right and personal license under and the Licensed Technology to the Purchaser Licensed Intellectual Property to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufactureDevelop, have manufacturedDeveloped, makeManufacture, have madeManufactured, use, lease, offer for sale, sell, export and import, package, modify or otherwise dispose of any semiconductor product(s), (ii) copyCommercialize, have copiedCommercialized, use or otherwise Exploit, and otherwise have used Exploited the Licensed Compound and/or any other manufacturing technology included Licensed Product in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), and (iii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, Field in the conduct of its businessTerritory (the “License”). For the avoidance of doubt, and notwithstanding the foregoing or any other provision License granted to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Property. (b) Notwithstanding the foregoing, nothing in Licensee under this Agreement shall be interpreted not refrain Licensor (including through Affiliates, Subcontractors, or other Third Parties) from conducting and completing Development and Manufacture activities for the Licensed Compound or any Licensed Product in the Territory (i) solely to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectlyfulfill Licensor’s obligations under this Agreement, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer Agreement. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12including, 2004. In additionwithout limitation, in connection with claims against Hynix with respect to (x) completing the infringementongoing CBP-201 China pivotal clinical trial in Atopic Dermatitis (AD) in the Territory (▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/ct2/show/NCT05017480) (the “Pivotal Trial”), violation (y) completing clinical trials for CBP-201-CN003 (NMPA Clinical Trial Registration No. CTR20231224) and CBP-201-CN004 (NMPA Clinical Trial Registration No. CTR20231708), and (z) conducting and completing any other activities assigned to Licensor as provided in the Technology Transfer Plan, the Development Plan, and the Commercialization Plan, each of which (x), (y), and (z) shall be conducted and completed in accordance with this Agreement, or misappropriation (ii) to support Development, Manufacture, and/or Commercialization of and/or interference with the intellectual property rights of a third partyLicensed Compound or any Licensed Product outside the Territory, Hynix shall have the right to sub-license to such third party its rights including, without limitation, with respect to seeking any Regulatory Approvals of such Licensed Compound or Licensed Product outside the Purchaser ‘022 Patents’ Territory, which, for clarification, the License granted to Licensee under this AgreementAgreement shall exclude Licensor from Commercializing or having Commercialized the Licensed Compound and/or any Licensed Product in the Field in the Territory.

License Grant. (a) As [If the technology includes research tool applications, diagnostics genomics or diagnostic proteomics, then Tech Venture’s general practice would be to license the right to sell either exclusively or non-exclusively, but the right to make and to use would be licensed only non-exclusively to ensure broad availability of the Closing Date technology. And if the right to sell is exclusively licensed, then we prefer to add a sentence committing the company to sublicense or sell the product for 'commercially- reasonable terms'. Consequently, the grant clause may need to be parsed into multiple grants depending upon the rights granted for each of several sub-field.] a. Columbia grants to the Company and any Affiliate thereof, upon and subject to all the terms and conditions of this Agreement, Purchaser hereby grants to Hynix and its Subsidiaries a perpetual, worldwide, paid-up, royalty-free, non-exclusive, non-transferable Agreement (except as permitted under including Section 7.13 of this Agreement) right and personal license under and to the Purchaser Licensed Intellectual Property to 3 hereof): (i) with respect an exclusive license under the Patents to the Purchaser Licensed Intellectual Property which are Product Patents, designdiscover, develop, manufacture, have manufacturedmade, makeuse, sell, offer to sell, have sold, import, export, distribute, rent or lease Products in the Field and throughout the Territory; (ii) a non-exclusive license to use Technical Information to discover, develop, manufacture, have made, use, leasesell, offer for sale, to sell, export and have sold, import, packageexport, modify distribute, rent or otherwise dispose of any semiconductor product(s), (ii) copy, have copied, use or have used any other manufacturing technology included lease Products in the Purchaser Licensed Intellectual Property Field and throughout the Territory; and (iii) an exclusive license to designuse Materials to discover, develop, manufacture, have manufactured, make or have made, package use, sell, offer to sell, have sold, import, export, distribute, rent or modify any semiconductor product(s), and (iii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof and copy and use such derivative works, lease Products in the conduct of its business. For Field and throughout the avoidance of doubt, and notwithstanding the foregoing or any other provision Territory. b. Columbia grants to the contrary, Hynix shall have Company the right to create any improvementsgrant sublicenses, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Property.provided that: (bi) Notwithstanding the foregoing, nothing in this Agreement shall be interpreted Sublicensee agrees to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer Agreement. (c) Purchaser agrees that its abide by and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all the terms and provisions of this Agreement applicable to the Company; (ii) the Sublicensee shall have no further right to grant sublicenses under this Agreement; (iii) in the event any Sublicensee (or any entity or person acting on its behalf) initiates any proceeding or otherwise asserts any claim challenging the validity or enforceability of any Patent in any court, administrative agency or other forum, Company shall, upon written request by Columbia, terminate forthwith the sublicense agreement with such Sublicensee, and the sublicense agreement shall provide for such right of termination by Company; (iv) the sublicense agreement shall provide that, in the event of any inconsistency between the sublicense agreement and this Agreement, this Agreement shall control; (v) the Sublicensee will submit quarterly reports to Company consistent with the reporting provision of Section 5a herein; (vi) Company remains fully liable for the performance of its and its Sublicensee’s obligations hereunder; (vii) Company notifies Columbia of any proposed grant of a sublicense and provides to Columbia, upon request, a copy of any proposed sublicense agreement seven (7) business days prior to execution thereof; and (viii) no such sublicense or attempt to obtain a sublicensee shall relieve Company of its obligations under Section 6 hereof to exercise its own commercially reasonable efforts, directly or through a sublicense, to discover, develop and market Products, nor relieve Company of its obligations to pay Columbia any and all license fees, royalties and other payments due under the Agreement, including but not limited to under Sections 4, 5 and 11 of the Agreement. c. All rights and licenses Hynix has granted by Columbia to third parties which were Company under this Agreement are subject to (i) any limitations imposed by the terms of any government grant, government contract or government cooperative agreement applicable to the technology that is the subject of this Agreement, and (ii) applicable requirements of 35 U.S.C. Sections 200 et seq., as amended, and implementing regulations and policies. Without limitation of the foregoing, Company agrees that, to the extent required under 35 U.S.C. Section 204, any Product used, sold, distributed, rented or leased by Company, Sublicensees, Designees, and their Affiliates in effect as of June 12, 2004the United States will be manufactured substantially in the United States. In addition, in connection with claims against Hynix with respect Company agrees that, to the infringementextent required under 35 U.S.C. Section 202(c)(4), violation or misappropriation of and/or interference with the intellectual property rights of United States government is granted a third partynonexclusive, Hynix shall have the right to subnontransferable, irrevocable, paid-up license to such third party its practice or have practiced for or on behalf of the United States any Patent throughout the world. d. All rights with respect not specifically granted herein are reserved to the Purchaser ‘022 Patents’ Columbia. Except as expressly provided under this AgreementSection 2, no right or license is granted (expressly or by implication or estoppel) by Columbia to Company or its Affiliates or Sublicensees under any tangible or intellectual property, materials, patent, patent application, trademark, copyright, trade secret, know-how, technical information, data or other proprietary right.

License Grant. (a) As of the Closing Date and subject Subject to the terms and conditions satisfaction of this AgreementSection H, Purchaser hereby PDI grants to Hynix and its Subsidiaries Shimadzu a perpetual, worldwide, paid-up, royaltyworld-freewide, irrevocable, non-exclusive, non-transferable (except as permitted under Section 7.13 of this Agreement) right and personal exclusive license under and the Licensed Patents to the Purchaser Licensed Intellectual Property to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, sell, offer to sell, import (into any country in the world), export (from any country in the world), lease, offer for sale, sell, export and import, package, modify promote or otherwise dispose of any semiconductor product(s)Covered Products or any device covered by one or more claims of the Licensed Patents. Subject to the satisfaction of Section H, (ii) copyPDI grants to Panelvision and ▇▇▇▇-▇▇▇▇ a paid-up, have copiedworld-wide, use or have used any other manufacturing technology included in irrevocable, non-exclusive license, under the Purchaser Licensed Intellectual Property Patents to designmake, develop, manufacture, have manufactured, make or have made, package or modify use, sell, offer to sell, import (into any semiconductor product(scountry in the world), export (from any country in the world), lease, promote or otherwise dispose of any Covered Products or any device covered by one or more claims of the Licensed Patents, provided that such acts are limited to research and (iiidevelopment activities and are without the right to sell commercial product(s) with respect to Purchaser Licensed Intellectual Property which resulting from such research and development activities. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Nothing herein shall restrict Panelvision and/or ▇▇▇▇-▇▇▇▇ from selling commercially, product(s) that are not Product Patents Covered Products covered by one or other manufacturing technologymore claims of the Licensed Patents; however, this provision is not to copy be interpreted as creating any additional rights beyond those elsewhere granted in this Section E. Subject to the satisfaction of Section H, PDI further grants Panelvision and use such Purchaser Licensed Intellectual Property, ▇▇▇▇-▇▇▇▇ the right to make and to create derivative works thereof and copy and use such derivative workssell, in the conduct of its business. For U.S. and the avoidance of doubtEuropean Union, and notwithstanding the foregoing Covered Products covered by one or any other provision to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Property. (b) Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 more claims of the Business Transfer AgreementLicensed Patents, under the Shimadzu name, that are not materially different from a Shimadzu design existing at the time of any such manufacture and/or sale. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreement.

License Grant. (a) As A. Subject to your timely payment of the Closing Date license fees, if any, and subject to compliance with all of the terms and conditions of this Agreement, Purchaser hereby Intel grants to Hynix and its Subsidiaries you a perpetual, worldwide, paid-up, royalty-free, non-exclusive, non-transferable assignable license under its copyrights in the Materials to: (except i) internally reproduce and install a reasonable number of copies of the Materials for your internal use solely for the Purpose and in accordance with the documentation included in the Materials. (ii) create derivative works of the Redistributables, or any portions thereof, that are defined as permitted under Source Code solely for the Purpose. (iii) distribute (or otherwise make available) on a royalty-free basis, subject to any other terms and conditions which may appear in the Redistributables text files, the Redistributables, including any derivative works pursuant to Section 7.13 2(A)(ii), or any portions thereof, only as integrated or embedded in an Application (and not on a stand-alone basis). You may grant your customers the right to further distribute those Redistributables solely as integrated or embedded in Your Application. HOWEVER, IF YOU RECEIVED THE MATERIALS FOR THE PURPOSES OF EVALUATION, YOU HAVE NO RIGHTS TO DISTRIBUTE THE MATERIALS, INCLUDING WITHOUT LIMITATION, THE REDISTRIBUTABLES OR ANY PORTIONS THEREOF AND THE AFOREMENTIONED DERIVATIVE WORKS. B. Subject to all of the terms and conditions of this Agreement) right and personal , Intel grants to you a non-exclusive, non-assignable license under and to the Purchaser Intel’s Licensed Intellectual Property to Patent Claims, to: (i) with respect to make copies of the Purchaser Licensed Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, lease, offer for sale, sell, export and import, package, modify or otherwise dispose of any semiconductor product(s), Materials internally only; (ii) copyuse the Materials internally only; (ii) offer to distribute and distribute, have copiedbut not sell, use or have used any other manufacturing technology included the Redistributables under the license under Intel’s copyrights granted in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(sSection 3(A)(ii), but only under the terms of that copyright license and (iii) with respect to Purchaser Licensed Intellectual Property which are not Product Patents as a sale; C. An essential basis of the bargain in this Agreement is that no licenses or other manufacturing technology; rights, including but not limited to copy and use such Purchaser Licensed Intellectual Propertypatent, trade secret, and copyright licenses or rights, are granted to create you by implication, estoppel or otherwise, except for the licenses expressly granted in Section 2A and 2B. The consideration provided under this Agreement is only for the licenses expressly granted to you in this Agreement. Any other rights, including but not limited to additional patent rights, would require an additional license and additional consideration. Nothing in this Agreement requires or will be treated to require Intel to grant any additional license. You acknowledge that there are significant uses of the Materials, or implementations of the Materials, in their original, unmodified, and uncombined form. Specifically, Intel expressly does not grant you a patent license in this Agreement to any modifications of or derivative works thereof and copy and use such derivative worksof the Materials, in the conduct of its business. For the avoidance of doubtwhether made by you, and notwithstanding the foregoing your contractor, your customer, or any other provision third party in creating the derivative works even to the contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or extent creation of derivative works to is permitted under 2(A)(ii). The consideration for the Purchaser Licensed Intellectual Property. (b) Notwithstanding the foregoing, nothing license in this Agreement shall be interpreted reflects Intel’s continuing right to allow Hynix and/or assert patent claims against any Hynix Subsidiary(iesmodifications or derivative works (including, without limitation, error corrections and bug fixes) to directly of, or indirectlycombinations with, take any action that would violate the covenant not to compete in Section 6.4 Materials or implementations of the Business Transfer AgreementMaterials that infringe any Intel patent claim that is not a Licensed Patent Claim. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreement.

License Grant. (a) As of the Closing Date and subject to the terms and conditions of this Agreement, Purchaser 3.1 IBM hereby grants to Hynix Chartered, under its trade secret, know-how, copyright, and its Subsidiaries a perpetualmask work rights, worldwidexxxxx, paid-uplicense to use Copper/Related FEOL Technology for the purpose of researching, royalty-freedeveloping, non-exclusiveengineering, non-transferable manufacturing, using, operating, marketing, selling, servicing and otherwise disposing of Integrated Circuits and/or Semiconductor Products, including researching, developing, engineering, manufacturing, operating, servicing and otherwise using process technologies for semiconductor devices, and such license shall include the right to make derivatives of such information (except as permitted under Section 7.13 including Derivative Processes) for such uses. In the case of this Agreement) copyrightable materials, such license includes the right and personal license under and to the Purchaser Licensed Intellectual Property to (i) with respect to the Purchaser Licensed Intellectual Property which are Product Patentsreproduce, designcreate derivative works of, develop, manufacture, have manufactured, make, have madedistribute, use, lease, offer for sale, sell, export and import, package, modify or otherwise dispose of any semiconductor product(s), (ii) copy, have copied, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s)execute, and display and perform (iiipublicly and otherwise) such copyrightable materials to the extent consistent with respect the provisions of Section 4. In the case of mask work rights, such license includes the right to Purchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; use any process-related mask design information provided to copy CHARTERED (e.g. kerf test structures) and use such Purchaser Licensed Intellectual Property, and to create derivative works thereof thereof. CHARTERED shall have the right to sublicense its rights and copy and use shall have the right to have Third Parties exercise the licenses granted herein on behalf of CHARTERED under this Section 3.1, but such derivative works, in sublicensing is permitted only to the conduct of its businessextent such sublicensing is consistent with Section 4. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, Hynix CHARTERED shall have the right same rights and obligations in and to create any improvementsDerivative Processes as it does for Copper/Related FEOL Technology hereunder. 3.2 IBM agrees to not unreasonably withhold the granting, developmentsupon request by CHARTERED or by a recipient to whom disclosure has been made pursuant to Section 4, enhancementsof a non-exclusive license under IBM's patents, modificationsunder reasonable and non-discriminatory terms and conditions, and/or derivative works to the Purchaser Licensed Intellectual Property. (b) Notwithstanding extent necessary for CHARTERED or such recipient to utilize the foregoing, nothing disclosed information for the purposes set forth in this Agreement shall be interpreted to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer Agreement. 3.3 CHARTERED shall be free to use and disclose the residuals of Copper/Related FEOL Technology for any purpose, including use in the development, manufacture, marketing, and maintenance of any products and services. The term "residuals" means that information in non-tangible form that may be mentally retained by those Representatives of a Party who have had access to Copper/Related FEOL Technology pursuant to this Agreement. For the avoidance of doubt, residuals includes solely those general aspects of Copper/Related FEOL Technology that become part of the knowledge base of such Representatives, and this Section 3.3 shall not be interpreted as permitting such Representatives to disclose specific aspects of such information other than as set forth in Sections 3 and 4 of this Agreement. The Parties agree that the receipt of Copper/Related FEOL Technology shall not create any obligation in any way limiting or restricting the assignment and/or reassignment of CHARTERED's Representatives within CHARTERED, its Wholly Owned Subsidiaries, or any Chartered Jointly Owned Facilities. For the avoidance of doubt, the foregoing residuals grant shall also apply to (ci) Purchaser agrees employees of Chartered Jointly Owned EXECUTION DRAFT November 26, 2002 Facilities, and (ii) employees of other owners of such Chartered Jointly Owned Facilities; provided, however, that its and its Subsidiaries’ rights to in the Purchaser ‘022 Patents’ will case of such employees of other owners of such Chartered Jointly Owned Facilities, disclosure of residuals shall be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this AgreementSection 4.