Common use of License Grant Clause in Contracts

License Grant. Subject to the terms and conditions of this Agreement ------------- and the Certificate of Incorporation, Licensor hereby grants to Licensee an exclusive (with respect to PC Access Services, TV Access Services and Wireless Access Services and a non-exclusive (except as provided in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth in the subscriber agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the Term.

License Grant. 3.1 In addition and in complement to the assignment contained in Article 2 and for the purpose of enabling EndoCeutics to complete the Research Programs and to exploit and commercialize for its own benefit the results of the Research Programs in the Field, subject to the terms and conditions contained in this Agreement, at the Effective Date, EndoResearch grants to EndoCeutics, and EndoCeutics accepts such grant from EndoResearch, an irrevocable, royalty-free and paid up worldwide license under the Patents (the “Patents License”), with the right to sublicense, to develop, make, use, offer for sale and sell and to have developed, made, used, offered for sale and sold Licensed Compounds and Licensed Products in the Field in the Territory. The foregoing license shall be exclusive, even as to EndoResearch, for all applications in the Field, it being understood however that all applications outside the Field are excluded and remain the sole and exclusive property of EndoResearch and/or its permitted licensees or assignees. 3.2 Subject to the terms and conditions of contained in this Agreement ------------- and Agreement, at the Certificate of IncorporationEffective Date, Licensor hereby EndoResearch also grants to Licensee EndoCeutics, and EndoCeutics accepts such grant from EndoResearch, an exclusive irrevocable, royalty-free and paid up worldwide license to use the Technology in the Field (the “Technology License”) with respect the right to PC Access Servicessublicense, TV Access Services to develop, make, use, offer for sale and Wireless Access Services sell and to have developed, made, used, offered for sale and sold Licensed Compounds and Licensed Products in the Field in the Territory. The Technology License shall be non-exclusive. 3.3 EndoCeutics acknowledges and agrees that the licenses granted pursuant to Sections 3.1 and 3.2 hereof (collectively the “Licenses”) shall remain subject to Schering’s option rights and other rights under Amendment No. 2 and Schering’s other rights under the Original Agreement and Amendment No. 1 (the “3rd Party Rights”). In addition, EndoCeutics shall fulfill all the obligations of EndoResearch with regard to the Assigned Contracts. 3.4 In addition to the Licenses, EndoResearch and EndoCeutics undertake and agree to negotiate bona fide the terms and conditions of an agreement substantially in the form and content shown in the draft agreement annexed herewith as Schedule E and allowing EndoCeutics to use, during the term of the Licenses as provided in Section 3.5 and on a non-exclusive (except as provided in Section 2.9 below) with respect basis, any and all equipment owned by EndoResearch and that are needed by EndoCeutics to Internet Portal Services)complete scientific research and experimental studies under the Research Programs. In case of disagreement, but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth of such non-exclusive right to use agreement shall be determined by arbitration in accordance with the subscriber agreements terms hereof. Notwithstanding the above, EndoCeutics’ non-exclusive right to use the equipment shall become effective on the Effective Date. Upon request from EndoCeutics, EndoResearch will also transfer at cost to EndoCeutics whatever quantities of Acolbifene or other compounds or products listed in Schedule B which are part needed for EndoCeutics’ Research Programs. 3.5 The term of the AOL Standard Forms to Licenses granted under Sections 3.1 and 3.2 shall be used by Licensee pursuant to Section 3.3 below, (c) accessperpetual, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, provided that EndoResearch shall have the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute terminate the Client Product Licenses by written notice to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the Term.EndoCeutics upon:

License Grant. Subject 3.1 HMGU hereby grants LICENSEE the exclusive right to use and practice the PATENT RIGHTS in order to research, develop, make, use, offer for sale and sell LICENSED PRODUCTS and LICENSED SERVICES in the FIELD. 3.2 LICENSEE may sublicense the rights granted to it in Section 3.1 to third parties through multiple tiers, provided that in each case the respective sublicensee assumes all obligations of the LICENSEE under this agreement in a written statement to HMGU, in particular reporting and payment obligations while leaving LICENSEE’s obligations unaffected; with regard to financial obligations, the respective LICENSEE’s and sublicensee’s obligations shall be joint and several. In addition, LICENSEE may grant non-exclusive research licenses, i.e. for further development and/or improvement of existing and/or for the development of novel LICENSED PRODUCTS, to TRANSPOSAGEN or HERA, provided that such sublicense shall ensure that the payments to HMGU are equal to the payments the sublicensee would have to make to HMGU if it was a direct licensee of HMGU with respect to the subject matter of the research license. LICENSEE will inform HMGU about ongoing negotiations with a potential sublicensee and will forward a copy of any sublicense agreement to HMGU subject to the right to redact sensitive information within such agreement that is not necessary for HMGU to enforce its rights hereunder. LICENSEE will remain responsible for each of its respective sublicensees’ compliance with the terms and conditions of this Agreement ------------- as well as sub-sublicensees’ compliance with the terms of this Agreement through applicable tiers. 3.3 HMGU retains a free of charge, non-exclusive, sublicensable and irrevocable right to use the Certificate PATENT RIGHTS for non-commercial research purposes, including in research collaborations with academic and commercial partners. HMGU may also provide the ORIGINAL MATERIAL to third parties for non-commercial research purposes, including in research cooperations with not-for-profit institutions and companies on the basis of Incorporationa research MTA. The LICENSEE acknowledges that the inventor […***…] has been granted the right to use the MATERIAL for his research at […***…]. (i) LICENSEE shall use […***…] efforts to develop or have developed at least one LICENSED PRODUCT and/or LICENSED SERVICE, Licensor hereby grants as the case may be, and to Licensee an obtain the necessary regulatory approvals in the major market countries (US, EU) as far as required and to market and sell LICENSED PRODUCTS and/or LICENSED SERVICES. (ii) Within […***…] from the EFFECTIVE DATE, LICENSEE shall obtain a preclinical proof of principle demonstrating that the Clo51-technology is suitable for cell or gene therapy approaches. In case the preclinical proof of principle cannot be demonstrated by LICENSEE within the abovementioned period, LICENSEE and HMGU shall discuss amicably possible measures to overcome the respective problems. (iii) In addition, LICENSEE shall have initiated a phase I/II clinical study involving the Clo51-technology within […***…] years after the EFFECTIVE DATE. HMGU is allowed to change the exclusive (with respect license to PC Access Services, TV Access Services and Wireless Access Services and the PATENT RIGHTS to a non-exclusive (except as provided license by written notice to LICENSEE, if LICENSEE cannot achieve clinical use of the Clo51-technology within the aforementioned time. 3.5 On March 1st of each CONTRACT YEAR, LICENSEE shall submit to HMGU a written report specifically stating the measures taken and the progress made in order to achieve the development goals defined in Section 2.9 below) with respect 3.4. 3.6 LICENSEE hereby grants to Internet Portal Services)HMGU a non-exclusive, but subject to termination of exclusivity pursuant to Section 5 belowroyalty-free, non-transferable (except as expressly provided herein) right sublicensable, non-transferrable, non-commercial research license, including for research use in co-operations with other universities or research institutions, to new developments, modifications and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth in the subscriber agreements which are part improvements of the AOL Standard Forms to be used technology covered by Licensee pursuant to Section 3.3 below, (c) accessthe PATENT RIGHTS, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) such new developments, modifications or improvements could not be practiced without the PATENT RIGHTS and are created by LICENSEE or any of its sublicensees; provided, that such license will not include rights to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for commercially use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the TermLICENSED PRODUCTS or LICENSED SERVICES themselves.

License Grant. Subject (a) In consideration of the faithful performance by Licensee with respect to the terms Licensed Marks of the covenants and conditions of this Agreement ------------- contained herein and subject to the Certificate of Incorporationtermination provisions contained in Paragraph 2 hereof, Licensor hereby grants to Licensee an exclusive (with respect to PC Access Services, TV Access Services and Wireless Access Services and a non-exclusive (except as provided in Section 2.9 below) with respect exclusive, royalty-free license for the License Term to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for Marks, with right to sublicense, so long as Licensee continues to meet the sole purpose ofquality control standards set forth in Paragraph 3 herein. Licensor expressly reserves its ownership rights in the Licensed Marks and shall continue to hold all rights in the Licensed Marks. Licensee’s use of the Licensed Marks shall inure to the benefit of Licensor. Any sublicense intended to be granted by Licensee shall be in writing and shall first be approved by Licensor in writing. Any sublicense shall provide that Licensor is a third party beneficiary of such sublicense, and that Licensor is entitled to enforce directly upon the sublicensee the terms of this Agreement relating to the Licensed Marks, including the quality control obligations set forth herein. Any sublicense shall not allow for further sublicensing without Licensor’s prior written approval. Licensee shall remain liable to Licensor hereunder for any and all damages suffered by Licensor due to acts or omissions of any sublicensee under any sublicense as necessary for, enabling if such acts or omissions were made by Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein,directly. (b) sublicense Included within the Client Product to Subscribers pursuant and subject to Licensed Marks are “Discrete SPX Marks” defined as the terms and conditions set forth in the subscriber agreements which are part xxxx SPX with discrete modification as depicted on Schedule B, along with any other discrete modification(s) of the AOL Standard Forms to be used xxxx SPX as deemed necessary by Licensee pursuant from time to Section 3.3 below,time, provided however, that prior to adoption and use of any such discrete modification(s) of the SPX xxxx, Licensee has obtained the express written consent of Licensor, which Licensor shall not unreasonably withhold. For the purpose of clarity, the modifications depicted on Schedule B are deemed expressly consented to by Licensor. (c) access, display and grant to Subscribers (Except with respect to PC Access ServicesDiscrete SPX Marks, TV Access Services and Wireless Access Servicesneither Licensee nor any of its successors in interest shall use a Licensed Xxxx in connection with any product or service that directly competes with the “Flowco Business” (as defined in Section 1.1 of the Separation Agreement) and to users of Licensee's Internet Portal Servicesor with any packaging, the right to access Content through Licensee Interactive Servicesadvertising, promotional, marketing or other written, audio or electronic materials, including AOL Services Content and other Contentbut not limited to, but excluding Restricted Content,use on websites or the internet that are illegal or that would reflect negatively on the goodwill associated with the Licensed Xxxx or otherwise dilute the value of the Licensed Xxxx. (d) market and distribute Licensor agrees that it shall not use the Client Product to potential Subscribers Discrete SPX Marks, except in a manner that would constitute “fair use” under applicable law if any unaffiliated third party made such use. Licensee agrees that it shall not use the Territory directly and through authorized xxxx “SPX FLOW” except in a manner that would constitute “fair use” under applicable law if any unaffiliated third parties that so market and distribute on Licensee's behalf,party made such use. (e) use Licensee agrees that it will do nothing inconsistent with the Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part ’s ownership of any of the AOL Standard Forms Licensed Marks and shall not claim adversely to be used by Licensor, or assist any third party in attempting to claim adversely to Licensor, with regards to such ownership. Licensee pursuant agrees that it will not challenge the title of the Licensor to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose any of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to Marks, oppose any registration thereof, or challenge the local languages, laws and business practices validity of this Agreement or the Territory. All of the foregoing rights are license granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the Termhereunder.

License Grant. Subject 3.1 UM and CCMB hereby grant to YORK and its AFFILIATES in the LICENSED FIELD and LICENSED TERRITORY, an, exclusive license to exploit ASSETS, particularly including but not limited to PATENTS, to develop and to make, including contract production by a toll manufacturer, use, sell, and otherwise dispose of LICENSED PRODUCT. YORK and its AFFILIATES shall use, exploit and commercialize the ASSETS only within the LICENSED FIELD as LICENSED PRODUCT and undertakes not to use, exploit or commercialize the ASSETS in any way contrary to the terms and conditions of this Agreement ------------- Agreement. 3.2 The license granted pursuant to Article 3.1 hereof shall be exclusive. Notwithstanding the foregoing UM and CCMB shall have the right to use ASSETS and the Certificate of IncorporationYORK PATENTS for academic research purposes. In addition, Licensor hereby grants the Inventor, and/or his laboratory, shall have the right to Licensee an exclusive (use ASSETS and YORK PATENTS for academic research purposes and for teaching at universities and hospitals, as defined under SPONSORED RESEARCH. The Inventor shall also have the right to continue to treat patients who are currently being treated with respect DPPE. 3.3 YORK shall have the right to PC Access Services, TV Access Services grant sublicenses on fair and Wireless Access Services reasonable terms and a non-exclusive (except as provided in Section 2.9 below) conditions consistent with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth out in this Agreement. In the subscriber agreements which are part event of a breach of a term of the AOL Standard Forms sublicense by a SUBLICENSEE (the "SUBLICENSEE'S breach"), York shall forthwith proceed to be used by Licensee pursuant to Section 3.3 below, (c) accessenforce the terms of the sublicense and shall further bear all costs related thereto, display and grant to Subscribers (with respect to PC Access Servicesthereby eliminating, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Servicesas against the University or CCMB, the right effect of any such SUBLICENSEE's breach. YORK agrees to access Content through Licensee Interactive Services, including AOL Services Content keep UM and other Content, but excluding Restricted Content, (d) market CCMB informed of any material sublicensing discussions and distribute the Client Product further to potential Subscribers in the Territory directly provide UM and through authorized third parties that so market CCMB each with a true copy of any and distribute on Licensee's behalf, (e) use Licensor's Confidential Information all sublicensing agreements entered into by YORK and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the Terma SUB-LICENSEE.

License Grant. Subject to the terms and conditions of this Agreement ------------- and the Certificate of Incorporation, Licensor hereby grants to Licensee an exclusive (with respect to PC Access Services, TV Access Services and Wireless Access Services and a non-exclusive (except as provided in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-non- transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth in the subscriber agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the Term.

License Grant. Subject 2.1 LICENSOR grants to LICENSEE for the term of this AGREEMENT an exclusive, world-wide right and license, with the right to grant sublicenses, to make, have made, use and sell LICENSED PRODUCT(S) in the FIELD OF USE. No other rights or licenses are granted hereunder. 2.2 The right to sublicense conferred upon LICENSEE under this AGREEMENT is subject to the following conditions: 2.2.1 In each such sublicense, the sublicensee shall be prohibited from further sublicensing and shall be subject to the terms and conditions of the license granted to LICENSEE under this Agreement ------------- AGREEMENT. 2.2.2 LICENSEE shall forward to LICENSOR, within thirty (30) days of execution, a complete and accurate copy written in the Certificate English language of Incorporation, Licensor hereby grants to Licensee each sublicense granted hereunder. LICENSOR’S receipt of such sublicense shall not constitute an exclusive (with respect to PC Access Services, TV Access Services and Wireless Access Services and approval of such sublicense or a non-exclusive (except as provided in Section 2.9 below) with respect to Internet Portal Services), but waiver of any of LICENSOR’S rights or LICENSEE’S obligations hereunder. 2.2.3 If LICENSEE becomes subject to termination of exclusivity pursuant a BANKRUPTCY EVENT, all payments then or thereafter due and owing to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products LICENSEE from its sublicensees shall upon notice from LICENSOR to any such sublicensee become payable directly to LICENSOR for the sole purpose ofaccount of LICENSEE; provided however, that LICENSOR shall remit to LICENSEE the amount by which such payments exceed the amounts owed by LICENSEE to LICENSOR. 2.2.4 Notwithstanding any such sublicense, LICENSEE shall remain primarily liable to LICENSOR for all of the LICENSEE’S duties and obligations contained in this AGREEMENT, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth in the subscriber agreements any act or omission of a sublicensee which are part would be a breach of the AOL Standard Forms this AGREEMENT if performed by LICENSEE shall be deemed to be used a breach by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users LICENSEE of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the Termthis AGREEMENT.

License Grant. 4.1 Subject to the provisions of this Article 4.1 and Articles 4.4 and 4.5 hereof, CMCC hereby grants to and Merz hereby accepts from CMCC the exclusive and fully transferable and/or sublicenseable license to CMCC Patents, as listed in Exhibit A hereto, to develop, make, have made, use and market the Products in the Territory in accordance with the terms and conditions of described in this Agreement ------------- Agreement. Subject to Article 10 hereof, Merz shall have the right, at its sole option, to further research and the Certificate of Incorporationdevelop, Licensor hereby grants or to Licensee an exclusive (with respect to PC Access Servicesconduct or have conducted further clinical studies, TV Access Services and Wireless Access Services and a non-exclusive (except as provided in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products regarding Memantine for the sole purpose of, and CMCC Indications. Merz shall use its commercially reasonable efforts to require any Marketing Partner who manufactures Products as necessary for, enabling Licensee they pertain to Launch, operate, provide, manage and administer Licensee Interactive Services the CMCC Indications for the sale in the Territory as contemplated herein, (b) sublicense the Client Product United States of America to Subscribers pursuant and subject to the terms and conditions set forth substantially manufacture such Products in the subscriber agreements which are part United States of America. Notwithstanding the exclusive license granted to Merz under this Article 4.1, Merz hereby acknowledges that CMCC has granted a license to Allergan to utilize certain of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted CMCC Patents solely in connection with Indications for ophthalmologic diseases. The license granted hereunder shall not be construed to confer upon Merz by implication, estoppel, or otherwise any rights as to any technology not governed by CMCC Patents. 4.2 NTI hereby grants an exclusive and fully transferable or sublicenseable license to Merz, and Merz hereby accepts such license, to use all of NTI’s Confidential Information related to and/or required for the Launchcommercial exploitation of the Products in the Territory; provided, operationhowever, provisionthat such license shall not include any Confidential Information relating to the general business information and financial information of NTI. 4.3 Subject to the obligations set forth in Article 10.1 hereof, management Merz shall have the right to engage NTI’s services to further research and administration develop and to conduct further clinical studies on Memantine for the CMCC Indications on terms to be mutually agreed upon. 4.4 Notwithstanding anything herein to the contrary, CMCC shall retain a royalty-free, non-exclusive, irrevocable license to practice, and to sublicense other non-profit organizations to practice, the CMCC Patents it owns for non-commercial research purposes only. Merz shall not assert any claim of Licensee Interactive Services during infringement of the TermMerz Patents against CMCC or any such non-profit organization, sublicensed by CMCC pursuant to this Article 4.4, provided that the CMCC Patents are utilized for non-commercial research purposes only. 4.5 Notwithstanding the provisions of Article 4.1 hereof, the license granted hereunder to Merz shall be subject to the rights of the United States government, if any, under Public Laws 96-517, 97-226, and 98-620, codified at 35 U.S.C. sec. 200-212 and regulations promulgated thereunder.

License Grant. Subject 2.1 ALLIANCE grants to HMRI on a worldwide exclusive basis the terms rights and conditions licenses under the Patents and ALLIANCE's Know-How solely to use, develop, manufacture, have manufactured, market, sell, and distribute Products in the Territory for the Field of this Agreement ------------- Use. 2.2 The rights and licenses granted hereunder may be sublicensed by HMRI to a Third Party in any country in the Certificate Territory. HMRI may sell Products through its Affiliates in any country in the Territory or grant sublicenses to its Affiliates in any country of Incorporationthe Territory. At the request of HMRI, Licensor 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 Licensee an exclusive (with respect to PC Access Services, TV Access Services and Wireless Access Services and a non-exclusive (except as provided in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products HMRI for the sole purpose ofterm of this Agreement, an option to obtain an assignment of ALLIANCE's right, title, and as necessary forinterest in and to the NDA for IMAGENT-Registered Trademark- GI, enabling Licensee an oral contrast agent for use in magnetic resonance imaging. Such option may be exercised upon the payment of ** to LaunchALLIANCE. Such assignment will be valid for the term of this Agreement. 2.4 Neither ALLIANCE, operateHMRI nor any of their Affiliates shall use, providedevelop, manage and administer Licensee Interactive Services manufacture, have manufactured, market, sell, or distribute any Directly Competitive Product in the Territory United States, Japan or a Major European Country. If HMRI or any 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 after written notice of breach from HMRI, ALLIANCE or its Affiliates fails to cease such making, using, or selling, HMRI shall not be obligated to pay royalties on the sale of such Product in such country. At such time as contemplated herein,the royalty obligations of Article 5 expire on a country-by-country basis, this Section 2.4 shall have no further effect in such country. (b) sublicense 2.5 HMRI agrees to use its reasonable best efforts to develop and commercialize the Client Product to Subscribers pursuant Products in each of the United States, Japan and each Major European Country and will abide by and be subject to the terms and conditions set forth in the subscriber agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display agreements listed on Schedule 2.5 attached hereto between ALLIANCE or its Affiliates and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only Third Parties pertaining to the extent necessary (i) Patents and the Know-How; provided that ALLIANCE shall remain responsible for complying with any monetary obligations to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the TermThird Parties.

License Grant. (a) Subject to the terms and conditions of this Agreement ------------- and the Certificate of IncorporationAgreement, Licensor Sutro hereby grants to Licensee SutroVax an exclusive exclusive, royalty-bearing license, under Sutro Patents and Sutro Know-How, with the right to grant and authorize sublicenses in accordance with Section 4.3 (only with respect to PC Access Services, TV Access Services and Wireless Access Services and a nonthe rights granted under the following sub-exclusive clause (except as provided in Section 2.9 below) with respect to Internet Portal Servicesi)), but subject solely to termination of exclusivity (i) research, develop , use, sell, offer for sale, export, import or otherwise exploit Vaccine Compositions, and (ii) to manufacture, itself or through any CMO established or approved by Sutro pursuant to Section 5 below3.2, both cGMP grade and non-transferable (except cGMP grade Vaccine Compositions from Extracts obtained from Sutro or any CMO established or approved by Sutro as expressly provided herein) right and license within described in Section 3.1, in each case in the Territory toduring the Term in accordance with the terms of the Agreement. For clarity, to the extent a CMO established in accordance with Section 3.2 above utilizes Sutro Patents or Sutro Know-how solely to supply Vaccine Composition to SutroVax in accordance with Section 3.2, such arrangement shall not be deemed a sublicense by SutroVax. In addition, it is understood and agreed that: (aA) implementIf components of a Vaccine Composition (such as an adjuvant) can be used for purposes other than a Vaccine Composition, transmitthe exclusive license under this Section 4.1 shall not be deemed to restrict Sutro from using, displaylicensing or otherwise exploiting such components for such other purposes (i.e., copypurposes other than to induce an immune response specific to a Vaccine Antigen to treat or prevent the disease against which such Vaccine Antigen is directed by means of such specific immune response); and (B) If a Vaccine Composition or component thereof can be used for purposes other than those permitted under Section 1.32, perform and such use the Licensed Products shall not be deemed licensed under this Section 4.1, but a third party’s use or administration of a composition for the sole purpose ofsuch an unpermitted use shall not cause such composition to cease being a Vaccine Composition, and as necessary for, enabling Licensee provided that SutroVax uses diligent efforts to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein,prevent such unpermitted use. (b) sublicense For clarity, SutroVax [***], and shall use the Client Product Extracts supplied to Subscribers pursuant and subject it by Sutro or a CMO authorized by Sutro solely to the terms and conditions set forth express Vaccine Compositions in the subscriber agreements which are part Territory solely for use in conjunction with the exercise, and within the scope, of the AOL Standard Forms to be used by Licensee pursuant to license granted in Section 3.3 below,4.1(a). (c) accessSubject to the terms of the Agreement and except as otherwise set forth hereunder, display Sutro shall not, during the Term, provide Extract or Vaccine Compositions to any Third Party for uses that would be within the scope of the license granted in Section 4.1(a) or use or otherwise exploit Extract or Vaccine Compositions for uses that would be within the scope of the license granted in Section 4.1(a), provided that, for clarity, (A) Sutro retains the right (i) to produce Extracts, to supply Extracts to SutroVax and grant to Subscribers (with respect to PC Access ServicesThird Parties, TV Access Services and Wireless Access Services) and to users authorize CMOs to produce Extracts, in each case for purposes of Licensee's Internet Portal Servicesmanufacturing Vaccine Compositions for SutroVax and its designees; and (ii) to perform Sutro’s obligations under Article 3, and (B) as between the right Parties, Sutro retains all rights to access Content through Licensee Interactive Servicesproduce, including AOL Services Content use and other Content, but excluding Restricted Content,exploit Extracts outside the Vaccine Field. (d) market and distribute Notwithstanding the Client Product to potential Subscribers foregoing, in the Territory directly event any Sutro Know-How or Sutro Patents are first in-licensed or first acquired following the Effective Date from a Third Party on a royalty-, fee- or other similar basis, then, to the extent Sutro has the right to grant a license to such Sutro Know-How or Sutro patents under Section 4.1(a), the inclusion of such Sutro Know-How and through authorized third parties that so market Sutro Patents in such license shall be conditioned upon the Parties’ mutual written agreement for SutroVax to reimburse Sutro for any amount payable by Sutro to such Third Party as a result of SutroVax’s exercise of its license to such Sutro Know-How and distribute on Licensee's behalf,Sutro Patents under this Agreement. (e) use Licensor's Confidential Information and Licensed Products only Notwithstanding anything to the extent necessary (i) to allow Licensee to Launchcontrary, providethis Agreement, manage, administer and market Licensee Interactive Services in including the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Serviceslicenses granted under this Section 4.1 shall be subject to, and (iii) to allow Content providers to developlimited by, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms of the [***] In-License, and conditions SutroVax agrees to comply with the terms set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the Term.Exhibit E.

License Grant. Subject 2.2.1 During the License Term and subject to Aelis’ retained rights as set forth in Section 2.2.4, Aelis hereby grants to Indivior an exclusive (even as to Aelis), sublicensable, transferable license under the Licensed Technology to Develop, use, Manufacture, have Manufactured, import, export, obtain Regulatory Approval and Commercialize the Licensed Compound(s) and/or Licensed Product(s) for use in the Field and in the Territory (“License”). 2.2.2 Indivior shall have the right to grant sublicenses under the License to its Affiliates and Third Parties, subject to this Section 2.2.2. Indivior shall provide Aelis with written notice at least twenty-five (25) days prior to granting any sublicense under the License to enable Aelis to seek approval for such sublicense from the Head Licensor pursuant to the Head License. Aelis shall promptly, but in any event, within five (5) days after receiving the Sublicense Notice, deliver the Sublicense Notice to the Head Licensor pursuant to the Head License. In the event that, within twenty (20) days of delivery by Aelis of such notice to the Head Licensor (“Notice Period”), the Head Licensor does not approve such sublicense pursuant to the terms of the Head License, then Aelis shall promptly notify Indivior and conditions Indivior shall not grant such sublicense. Notwithstanding the foregoing, failure by Head Licensor to respond within the Notice Period shall constitute acceptance of the sublicense. A copy of each sublicense granted by Indivior will be provided to Aelis promptly after execution thereof. 2.2.3 All such sublicenses shall be consistent with this Agreement including, without limitation, that the Sublicensee shall be bound by the provisions of Section 2.4 (Non- Competition) as if it is a Party to this Agreement and shall terminate automatically on the termination of this Agreement. Indivior shall not grant sublicenses or appoint sublicensees other than in accordance with Section 2.2.2 and Section 2.2.3 and shall in all cases remain responsible for any acts or omissions of its sublicensees exercising rights under a sublicense of the rights granted by Aelis to Indivior under this Agreement ------------- to the same extent as if such acts or omissions had been taken by Indivior itself. For the avoidance of doubt, Aelis shall have no right to, and shall not, grant any sublicenses to any Person under the Certificate of Incorporation, Licensor hereby grants to Licensee an exclusive (Licensed Technology with respect to PC Access Services, TV Access Services the Licensed Compound(s) and/or Licensed Product(s) in the Field and Wireless Access Services and a non-exclusive (except in the Territory. 2.2.4 Except as expressly provided in this Agreement, neither Party grants to the other Party any right or license in any Intellectual Property Rights, whether by implication, estoppel or otherwise. In particular, subject to Section 2.9 below) 2.4 and Section 10.3 with respect to Internet Portal Services)publications, but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth in the subscriber agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, Aelis retains the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer conduct Research with the Licensed Compound and market Licensee Interactive Services in Licensed Product inside and outside of the TerritoryField solely for the purpose of conducting lab experiments and for publishing certain Scientific Papers, (ii) to allow Licensee exploit directly or indirectly the Licensed Technology for compounds and products other than the Licensed Compounds and Licensed Products inside or outside of the Field. 2.2.5 Indivior acknowledges and agrees that the Know-How licensed by Aelis pursuant to developthe Head License has been licensed on a non-exclusive basis and that the Head Licensor has retained the right to use certain Licensed Technology for certain educational, create, procure, market, transmit, maintain, enhance, manage academic and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content research purposes pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training Head License; provided that Aelis covenants and technical support for the sole purpose of enabling Licensee to Launchagrees that it shall not, operatedirectly or indirectly, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms Compounds to the local languages, laws and business practices of Head Licensor except as approved by the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the TermJSC.

License Grant. Subject to the terms and conditions of this Agreement ------------- and the Certificate of Incorporation(a) For each GPC Target listed on Appendix A, Licensor MORPHOSYS hereby grants to Licensee GPC an exclusive license in the Territory to make, have made, use, have used, sell, have sold, offer for sale, import and have imported Licensed Products directed to such GPC Target for use in the Field under MORPHOSYS Background Inventions, MORPHOSYS Third Party Patent Rights (subject to the limitations according to the agreements between MORPHOSYS and the respective third party) and under MORPHOSYS’ rights in all Patent Rights, Collaboration Inventions, Collaboration Material, and Collaboration Data pertaining to such GPC Target and Licensed Products or the uses thereof. Such license shall be perpetual unless terminated in accordance with respect the terms of this Agreement. (b) Upon written request of GPC, MORPHOSYS shall, to PC Access Servicesthe extent permitted by contractual arrangements with third parties, TV Access Services and Wireless Access Services and grant to GPC a non-exclusive (except as provided in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, to make and use any specified Licensed Product directed against a GPC Target in a clinical setting for patient screening to support the development by GPC of human or animal therapeutic or prophylactic products which are not Licensed Products. Such license shall be personal to GPC and non-assignable and may only be sublicensed to third parties performing patient screening on behalf of GPC, and shall be granted under MORPHOSYS Background Inventions, MORPHOSYS Third Party Patent Rights (b) sublicense the Client Product to Subscribers pursuant and subject to the terms limitations according to the agreements between MORPHOSYS and conditions set forth the respective third party) and under MORPHOSYS’ rights in all Patent Rights, Collaboration Inventions, Collaboration Material, and Collaboration Data pertaining to such GPC Target and Licensed Products or the subscriber agreements which are part uses thereof. In the event of any such grant, the AOL Standard Forms Parties shall execute an amendment to this Agreement to effect such grant and the sole payments therefor shall be the payments to be used by Licensee pursuant made to Section 3.3 below,MORPHOSYS according to the terms of Sections 4.4(f) through (h) hereof. (c) accessFor each GPC Target listed on Appendix A, display and grant so long as GPC possesses a license under Section 3.1(a) for such Target, MORPHOSYS hereby grants to Subscribers (with respect GPC, subject to PC Access Servicesthe limitations of the MORPHOSYS-CAT License Agreement, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers a non-exclusive license in the Territory directly to make, have made, use, have used, sell, have sold, offer for sale, import and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and have imported Licensed Products only directed to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content such GPC Target for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Field under CAT Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the TermPatent Rights.

License Grant. Subject to the terms and conditions of this Agreement ------------- and the Certificate of Incorporationprovisions hereof, Licensor Seller hereby grants to Licensee Midland a personal, nontransferable exclusive royalty-free license to use the xxxx known as the Energy Burst (the "Energy Burst Xxxx") according to the color scheme provided in Schedule 4.8 in the United States of America (the "Territory") during the term of this license solely in connection with the goods and/or services for which the Energy Burst Xxxx is in use by Midland and its Subsidiaries as of the Closing Date, with the right to grant sublicenses to Midland's Subsidiaries which sublicenses shall be effective solely during the period the respective Subsidiary remains an exclusive (with respect Affiliate of Midland, provided that the Subsidiaries agree in writing to PC Access Servicesbe bound by the provisions hereof, TV Access Services and Wireless Access Services that Midland shall be jointly and a non-exclusive (severally responsible for the actions of such Subsidiaries. Midland shall not use the Energy Burst Xxxx for any purpose except as provided in Section 2.9 below) with respect to Internet Portal Services)expressly authorized herein, but subject to termination of exclusivity pursuant to Section 5 belowand shall not sub-license, non-transferable (except as expressly provided herein) right and license within , assign or otherwise transfer its rights granted hereunder without the Territory to: (a) implement, transmit, display, copy, perform and prior written consent of Seller. Midland may also use the Licensed Products Energy Burst Xxxx in advertisements, press releases, or promotional or sales materials containing the trade names, trademarks, or service marks of Buyer, Xxxxxx, or their respective Affiliates, but separate therefrom and not in combination therewith. During the term of this license and thereafter, without the prior written consent of Seller, (i) except for any use by Midland and its Subsidiaries in the sole purpose ofordinary course of business as of the Closing Date, Midland shall not use any Energy Burst Xxxx in combination with any other trade name, trademark, or service xxxx, or with any prefix, suffix or other modifying words, terms, designs or symbols, and as necessary for(ii) shall not use any other trade name, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject trademark or service xxxx that is confusingly similar to the terms and conditions set forth in the subscriber agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, Energy Burst Xxxx. Seller reserves the right to access Content through Licensee Interactive Servicesuse the Energy Burst Xxxx according to other color schemes and for other goods and services, including AOL Services Content and without limitation other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be color schemes now used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training Seller and technical support for the sole purpose of enabling Licensee to Launch, operate, provide goods and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the Termservices now provided by Seller.

License Grant. Subject 3.1 HMGU hereby grants LICENSEE the exclusive right to use and practice the PATENT RIGHTS in order to research, develop, make, use, offer for sale and sell LICENSED PRODUCTS and LICENSED SERVICES in the FIELD. 3.2 LICENSEE may sublicense the rights granted to it in Section 3.1 to third parties through multiple tiers, provided that in each case the respective sublicensee is bound by a written agreement that includes, to the extent applicable, all of the rights and obligations due to HMGU and contained in this AGREEMENT, in particular reporting and payment obligations arising from the practice of such sublicense, and for which HMGU is a third party beneficiary while leaving LICENSEE’s obligations unaffected; with regard to financial obligations, the respective LICENSEE’s liability with respect to such obligations shall be joint and several with the respective sublicensee, and the sublicensee shall not be liable for LICENSEE’s payment obligations. In addition, LICENSEE may grant non-exclusive research licenses, i.e. for further development and/or improvement of existing and/or for the development of novel LICENSED PRODUCTS, to DEMEETRA or HERA, provided that such sublicense shall ensure that the payments to HMGU are equal to the payments the sublicensee would have to make to HMGU if it was a direct licensee of HMGU with respect to the subject matter of the research license. LICENSEE will inform HMGU about ongoing negotiations with a potential sublicensee and will forward a copy of any sublicense agreement to HMGU subject to the right to redact sensitive information within such agreement that is not necessary for HMGU to enforce its rights hereunder. LICENSEE will remain responsible for each of its respective sublicensees’ compliance with the terms and conditions of this Agreement ------------- as well as sub-sublicensees’ compliance with the terms of this Agreement through applicable tiers. The PARTIES hereby acknowledge that LICENSEE shall ensure that any sublicense granted by LICENSEE prior to the RESTATEMENT EFFECTIVE DATE shall be consistent to this AGREEMENT. 3.3 HMGU retains a free of charge, non-exclusive, sublicensable and irrevocable right to use the Certificate PATENT RIGHTS for non-commercial research purposes, including in research collaborations with academic and commercial partners. HMGU may also provide the ORIGINAL MATERIAL to third parties for non-commercial research purposes, including in research cooperations with not-for-profit institutions and companies on the basis of Incorporationa research MTA. The LICENSEE acknowledges that the inventor […***…] has been granted the right to use the MATERIAL for his research at […***…]. 3.4 LICENSEE shall use […***…] efforts to develop or have developed at least one LICENSED PRODUCT and/or LICENSED SERVICE, Licensor as the case may be, and to obtain the necessary regulatory approvals in the major market countries (US, EU) as far as required and to market and sell LICENSED PRODUCTS and/or LICENSED SERVICES. The PARTIES hereby grants acknowledge that, within […***…] from the EFFECTIVE DATE, LICENSEE previouslyl obtained a preclinical proof of principle demonstrating that the Clo51-technology is suitable for cell or gene therapy approaches. In addition, LICENSEE shall have initiated a phase I/II clinical study involving the Clo51-technology on or before […***…]. HMGU is allowed to Licensee an change the exclusive (with respect license to PC Access Services, TV Access Services and Wireless Access Services and the PATENT RIGHTS to a non-exclusive (except as provided license by written notice to LICENSEE, if LICENSEE cannot achieve clinical use of the Clo51-technology within the aforementioned time. 3.5 On March 1st of each CONTRACT YEAR, LICENSEE shall submit to HMGU a written report specifically stating the measures taken and the progress made in order to achieve the development goals defined in Section 2.9 below) with respect 3.4. 3.6 LICENSEE hereby grants to Internet Portal Services)HMGU a non-exclusive, but subject to termination of exclusivity pursuant to Section 5 belowroyalty-free, non-transferable (except as expressly provided herein) right sublicensable, non-transferrable, non-commercial research license, including for research use in co-operations with other universities or research institutions, to new developments, modifications and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth in the subscriber agreements which are part improvements of the AOL Standard Forms to be used technology covered by Licensee pursuant to Section 3.3 below, (c) accessthe PATENT RIGHTS, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) such new developments, modifications or improvements could not be practiced without the PATENT RIGHTS and are created by LICENSEE or any of its sublicensees; provided, that such license will not include rights to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for commercially use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the TermLICENSED PRODUCTS or LICENSED SERVICES themselves.

License Grant. 3.1 Subject to the terms and certain conditions of this Agreement ------------- and the Certificate of Incorporationstated herein, Licensor THE REGENTS hereby grants to the Licensee an exclusive (with respect to PC Access Services, TV Access Services and Wireless Access Services and a non-exclusive (except as provided in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable nontransferable (except as expressly provided herein) right limited exclusive, royalty-bearing license under THE REGENTS Patent Rights to make, have made, use, lease and license within the Territory to: (a) implement, transmit, display, copy, perform and use sell the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory for the No. TCL-698-93 Field-of-Use set forth under Article 2.2 for the term set forth under Article 8, unless sooner terminated according to the terms hereof. 3.2 THE REGENTS also grants to LICENSEE the right to issue royalty-bearing sublicenses to third parties, only in said Field of Use (set forth in Article 2.2), to make, use, and sell Licensed Products, provided LICENSEE has current rights in said Field of Use herein under this Agreement at the time of such sublicenses. However, the LICENSEE shall notify THE REGENTS in writing in advance of final license negotiations and prior to execution of a sublicense with all potential sublicensees. LICENSEE agrees to require its sublicensees to give preference that any Licensed Products for applications, use or sale shall be manufactured substantially in the United States. The LICENSEE hereby agrees that every sublicensing agreement to which it shall be a party and which shall relate to the rights, privileges and license granted hereunder shall contain a statement setting forth the date upon which the LICENSEE's exclusive rights, privileges and license hereunder shall terminate. The LICENSEE agrees that any sublicenses granted by it shall provide that the obligations to THE REGENTS of this Agreement shall be binding upon the sublicensee as contemplated if it were a party to this Agreement. The LICENSEE further agrees to attach copies of this Agreement to sublicense agreements. The LICENSEE shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this Agreement, without the express prior written permission of THE REGENTS, which shall not be unreasonably withheld. 3.3 Any sublicenses granted by LICENSEE shall include all of the rights and obligations due THE REGENTS that are contained in this Agreement. 3.4 LICENSEE shall provide THE REGENTS with a copy of each sublicense issued hereunder within thirty (30) days of the execution of such sublicense agreement; collect payment of all royalties due THE REGENTS from the sale of Licensed Product by any sublicensees; pay THE REGENTS the amounts due and collected from sublicensees in a timely manner; and summarize and deliver all reports due TO REGENTS from sublicensees according to the schedule set forth in Article 6 (PROGRESS AND ROYALTY REPORTS) of this Agreement. 3.5 The license granted hereunder shall not be construed to confer any rights upon the LICENSEE by implication, estoppel or otherwise as to any technology not specifically set forth herein,. (b) sublicense 3.6 THE REGENTS expressly reserve the Client Product right to Subscribers pursuant use THE REGENTS' Intellectual Property Rights, Licensed Product(s), and associated technology for educational and research purposes. 3.7 Any license granted hereunder shall be subject to the terms and conditions set forth in prior license retained by the subscriber agreements Federal Government which are part consists of a nonexclusive, nontransferable, irrevocable, paid-up license to practice the Licensed Patent(s) or have the Licensed Patent(s) practiced for or on behalf of the AOL Standard Forms United States throughout the world. 3.8 The parties acknowledge that the Federal Government has certain march-in rights to be used THE REGENTS' Intellectual Property Rights in accordance with 35 USC 203. 3.9 Nothing in this License Agreement shall cause LICENSEE to give up or transfer to Licensor any rights to improvements or developments made by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the TermLICENSEE.

License Grant. 4.1 Subject to the provisions of this Article 4.1 and Articles 4.4 and 4.5 hereof, CMCC hereby grants to and Merz hereby accepts from CMCC the exclusive and fully transferable and/or sublicenseable license to CMCC Patents, as listed in Exhibit A hereto, to develop, make, have made, use and market the Products in the Territory in accordance with the terms and conditions of described in this Agreement ------------- Agreement. Subject to Article 10 hereof, Merz shall have the right, at its sole option, to further research and the Certificate of Incorporationdevelop, Licensor hereby grants or to Licensee an exclusive (with respect to PC Access Servicesconduct or have conducted further clinical studies, TV Access Services and Wireless Access Services and a non-exclusive (except as provided in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products regarding Memantine for the sole purpose of, and CMCC Indications. Merz shall use its commercially reasonable efforts to require any Marketing Partner who manufactures Products as necessary for, enabling Licensee they pertain to Launch, operate, provide, manage and administer Licensee Interactive Services the CMCC Indications for the sale in the Territory as contemplated herein, (b) sublicense the Client Product United States of America to Subscribers pursuant and subject to the terms and conditions set forth substantially manufacture such Products in the subscriber agreements which are part United States of America. Notwithstanding the exclusive license granted to Merz under this Article 4.1, Merz hereby acknowledges that CMCC has granted a license to Allergan to utilize certain of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted CMCC Patents solely in connection with Indications for ophthalmologic diseases. The license granted hereunder shall not be construed to confer upon Merz by implication, estoppel, or otherwise any rights as to any technology not governed by CMCC Patents. 4.2 NTI hereby grants an exclusive and fully transferable or sublicenseable license to Merz, and Merz hereby accepts such license, to use all of NTI's Confidential Information related to and/or required for the Launchcommercial exploitation of the Products in the Territory; provided, operationhowever, provisionthat such license shall not include any Confidential Information relating to the general business information and financial information of NTI. 4.3 Subject to the obligations set forth in Article 10.1 hereof, management Merz shall have the right to engage NTI's services to further research and administration develop and to conduct further clinical studies on Memantine for the CMCC Indications on terms to be mutually agreed upon. 4.4 Notwithstanding anything herein to the contrary, CMCC shall retain a royalty-free, non-exclusive, irrevocable license to practice, and to sublicense other non-profit organizations to practice, the CMCC Patents it owns for non-commercial research purposes only. Merz shall not assert any claim of Licensee Interactive Services during infringement of the TermMerz Patents against CMCC or any such non-profit organization, sublicensed by CMCC pursuant to this Article 4.4, provided that the CMCC Patents are utilized for non-commercial research purposes only. 4.5 Notwithstanding the provisions of Article 4.1 hereof, the license granted hereunder to Merz shall be subject to the rights of the United States government, if any, under Public Laws 96-517, 97-226, and 98-620, codified at 35 U.S.C. sec. 200-212 and regulations promulgated thereunder.

License Grant. (a) Subject to the terms and conditions of this Agreement ------------- Agreement, including, without limitation, the license payments and the Certificate of Incorporationroyalty provisions in Sections 5 and 6 below, Licensor Corixa hereby grants to Licensee SB an exclusive (license, with respect the right to PC Access Servicesgrant sublicenses, TV Access Services under Corixa Patents, Joint Research Program Patents, Know-How and Wireless Access Services any SPC to make, have made, use, have used, sell, offer for sale, have sold, keep and a non-exclusive (except as provided import any and all Products in the Licensed Field in the Territory, in any formulation, configuration, combination and/or with any delivery system. For purpose of clarity, the foregoing license shall include rights of SB to Corixa Antigens and/or Research Program Antigens in and outside the BC Field but in the Licensed Field; any commercial use of such Corixa Antigens and/or Research Program Antigens shall be subject to the royalties set forth in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services 6 in the Territory same manner as contemplated herein,royalties are paid on Products thereunder. (b) sublicense In the Client event that a governmental agency in any country or territory grants or compels Corixa to grant a license to any Third Party for product(s) that compete(s) with Product, SB shall have the benefit in such country or territory (and any other country into which products that compete with Product are sold by such Third Party compulsory licensee) of the terms granted to Subscribers pursuant and subject such Third Party to the extent that such terms and conditions set forth in are more favourable to the subscriber agreements which are part of the AOL Standard Forms Third Party than those granted to be used by Licensee pursuant to Section 3.3 below,SB under this Agreement. (c) accessDuring the Research Program Term, display if Corixa or SB believes that technology related to the subject matter of the Research Program that is controlled by a Third Party including GenQuest Inc., which may include new Antigens, adjuvants and/or Blocking Patents ("Additional Technology") would be valuable or necessary to the Research Program in the Licensed Field hereunder, Corixa or SB as appropriate shall present such Additional Technology, along with a written report with respect thereto to the Joint Research Team. The Joint Research Team shall then determine, except for Blocking Patents which shall be at SB's sole discretion subject to other provisions contained herein, whether licenses to, and/or acquisitions of, such Additional Technology should be made, the party that shall approach and grant to Subscribers (negotiate with any Third Party(ies) and the terms of any agreement(s) with any Third Parties, including, without limitation, payments for sponsored research. No such Third Party license and/or acquisition shall be effective with respect to PC Access ServicesSB unless and until SB has specifically agreed in writing to abide by the applicable terms and conditions of any such license and/or acquisition, TV Access Services and Wireless Access Services) and to users make such payments and/or royalties as are mutually agreed to by the parties and provided further that the access to and acquisition of Licensee's Internet Portal Servicesany Blocking Patents shall be decided by SB at its entire discretion, provided however that if Corixa disagrees on the acquisition by SB of a Blocking Patent, the right matter shall be submitted for resolution to access Content through Licensee Interactive Servicesthe CEO of Corixa and the Senior Vice President and General Manager of SB. In case of persistent disagreement, including AOL Services Content the matter shall be submitted to arbitration pursuant to Section 12 below. In any event, the parties shall behave reasonably and other Contentadopt a standard of reasonableness in their assessment of the matter. Notwithstanding the foregoing, but excluding Restricted Content,this Paragraph 4(c) shall not be deemed to preclude either party from acquiring Additional Technology. (d) market and distribute Corixa hereby grants SB an option during a [***] period from the Client Product end of the Research Program to potential Subscribers in acquire an exclusive license under any Corixa Patents filed by Corixa and/or Know-How developed by Corixa during said [***] year period and/or which are owned and/or controlled by Corixa and/or under which Corixa otherwise has the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only right to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content grant licenses for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the BC Field during a period of [***] after the Research Program Term as may be extended. License terms and conditions set forth with respect to licensing-in such Corixa Patents and/or Know-How shall be negotiated in good faith between the parties taking into account the value of such Corixa Patents and/or Know-How and their contribution to the successful development of Product in the Content provider agreements which are part BC Field, but shall in no event have the effect of rendering the AOL Standard Forms terms of this Agreement less favourable to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the TermCorixa than those currently agreed upon.

License Grant. Subject to The Distributor’s Client (the terms and conditions of this Agreement ------------- and the Certificate of Incorporation“Licensee”) is hereby granted a limited, Licensor hereby grants to Licensee an exclusive (with respect to PC Access Services, TV Access Services and Wireless Access Services and a non-exclusive (except as provided in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 belowexclusive, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform to access and use the Licensed Products for FAIB within the sole purpose ofState in which the Licensee is organized, authorized and resides (the “Licensee Territory”) to provide noncommercial access to and use of any or all of the items from Certica Solutions, Inc.’s Formative Assessment Item Bank (referred to herein as the “FAIB” or individual items, materials associated with the items such as reading passages and graphics, and scoring materials from the FAIB as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth in the subscriber agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i“Items” ) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in students registered within the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support Licensee’s schools/districts for the sole purpose of enabling performing formative assessments of those students (the “License”). The Licensee is strictly prohibited from using or promoting any Items in the FAIB as high stakes assessments. The results of high-stakes assessments are used for purposes other than improving instruction and student learning, such as graduation tests, college admissions tests and teacher evaluation assessments. All rights, licenses and privileges not expressly granted to Launchthe Licensee under the License will remain exclusive to Certica Solutions, operateInc. (“Certica”). Without limiting the generality of the foregoing, provide the Licensee acknowledges that Certica retains all rights under copyright and manageall other intellectual property rights in and to the FAIB, all Items included therein, all revisions, modifications, translations, or other adaptations or transformations of the FAIB or the Items, including assessments, and administer Licensee Interactive Services as contemplated hereinother derivative works created there from (collectively the “Derivative Works”). The Licensee’s rights to access and use the FAIB, and the Items and all Derivative Works thereof shall terminate upon the earlier of (gi) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices termination of the Territoryagreement between the Licensee and Distributor granting this License, or (ii) termination of Distributor’s right and license to distribute the FAIB. All Licensee acknowledges that use of the foregoing rights are granted solely in connection with FAIB, the LaunchItems and all Derivative Works, operation, provision, management thereof after termination of the License is strictly prohibited and administration would constitute infringement of Licensee Interactive Services during the TermCertica’s proprietary rights.

License Grant. 2.1 Subject to the terms and conditions of this Agreement ------------- and the Certificate of Incorporationherein, Licensor BECTON hereby grants to Licensee an exclusive (with respect to PC Access ServicesQUIDEL, TV Access Services and Wireless Access Services and who accepts the same, a non-exclusive exclusive, non- transferable (except as provided to an AFFILIATE) right and license under the LICENSED PATENTS, without the right to sublicense, to make, have made for its own use and sale, use, offer for sale, and import PRODUCT and to practice the methods claimed in Section 2.9 belowthe LICENSED PATENTS in connection with such PRODUCT, and to extend to its customers purchasing PRODUCT the right to use and sell the PRODUCT purchased and to practice the methods claimed in the LICENSED PATENTS in connection with such PRODUCT, all of the foregoing limited expressly to the field of all human in vitro manually formatted immunodiagnostic assays. 2.2 In the event that QUIDEL sells PRODUCT(S) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 belowa third party that has a non-exclusive, non-transferable (except as expressly provided herein) right and license within under the Territory to: (aLICENSED PATENT(S), the license granted to QUIDEL herein shall not extend to such sales, provided however, QUIDEL shall be permitted to make PRODUCTS for any third party licensee having the right and license under the LICENSED PATENT(S) implement, transmit, display, copy, perform and use the Licensed Products to have such PRODUCTS made for the sole purpose ofit, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services sell those PRODUCTS to such licensee without any obligation to pay royalties to BECTON thereon since the third party (without waiving any right of BECTON to collect royalties from QUIDEL in the Territory as contemplated herein,event the third party licensee fails to account for and pay royalties to BECTON on its sales of such PRODUCTS) licensee has the obligation, under its license with BECTON, to pay royalties on the sales of PRODUCTS made for it. BECTON agrees to provide QUIDEL with the names of such third party licensees which have the right and license to have PRODUCTS made for it. (b) sublicense 2.3 BECTON further hereby releases QUIDEL from any liability for infringement of the Client Product to Subscribers pursuant and subject LICENSED PATENTS arising from the sale of PRODUCTS by QUIDEL which occurred prior to the terms and conditions set forth in the subscriber agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the TermEFFECTIVE DATE.

License Grant. (a) Subject to the terms and conditions of this Agreement ------------- Agreement, including, without limitation, the license payments and the Certificate of Incorporationroyalty provisions in Sections 5 and 6 below, Licensor Corixa hereby grants to Licensee SB an exclusive (license, with respect the right to grant sublicenses, under Corixa Patents, Joint Research Program Patents, Know-How and any SPC to make, have made, use, have used, sell, offer for sale, have sold, keep and import any and all Products in the Licensed Field in the Territory, in any formulation, configuration, combination and/or with any delivery system. For purpose of clarity, the foregoing license shall include rights of SB to Corixa Antigens and/or Research Program Antigens in and outside the PC Access Services, TV Access Services and Wireless Access Services and a non-exclusive (except as provided Field but in the Licensed Field; any commercial use of such Corixa Antigens and/or Research Program Antigens shall be subject to the royalties set forth in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services 6 in the Territory same manner as contemplated herein,royalties are paid on Products thereunder. (b) sublicense In the Client event that a governmental agency in any country or territory grants or compels Corixa to grant a license to any Third Party for product(s) that compete(s) with Product, SB shall have the benefit in such country or territory (and any other country into which products that compete with Product are sold by such Third Party compulsory licensee) of the terms granted to Subscribers pursuant and subject such Third Party to the extent that such terms and conditions set forth in are more favourable to the subscriber agreements which are part of the AOL Standard Forms Third Party than those granted to be used by Licensee pursuant to Section 3.3 below,SB under this Agreement. (c) accessDuring the Research Program Term, display if Corixa or SB believes that technology related to the subject matter of the Research Program that is controlled by a Third Party including GenQuest Inc., which may include new Antigens, adjuvants and/or Blocking Patents ("Additional Technology") would be valuable or necessary to the Research Program in the Licensed Field hereunder, Corixa or SB as appropriate shall present such Additional Technology, along with a written report with respect thereto to the Joint Research Team. The Joint Research Team shall then determine, except for Blocking Patents which shall be at SB's sole discretion subject to other provisions contained herein, whether licenses to, and/or acquisitions of, such Additional Technology should be made, the party that shall approach and grant to Subscribers (negotiate with any Third Party(ies) and the terms of any agreement(s) with any Third Parties, including, without limitation, payments for sponsored research. No such Third Party license and/or acquisition shall be effective with respect to PC Access ServicesSB unless and until SB has specifically agreed in writing to abide by the applicable terms and conditions of any such license and/or acquisition, TV Access Services and Wireless Access Services) and to users make such payments and/or royalties as are mutually agreed to by the parties and provided further that the access to and acquisition of Licensee's Internet Portal Servicesany Blocking Patents shall be decided by SB at its entire discretion, provided however that if Corixa disagrees on the acquisition by SB of a Blocking Patent, the right matter shall be submitted for resolution to access Content through Licensee Interactive Servicesthe CEO of Corixa and the Senior Vice President and General Manager of SB. In case of persistent disagreement, including AOL Services Content the matter shall be submitted to arbitration pursuant to Section 12 below. In any event, the parties shall behave reasonably and other Contentadopt a standard of reasonableness in their assessment of the matter. Notwithstanding the foregoing, but excluding Restricted Content,this Paragraph 4(c) shall not be deemed to preclude either party from acquiring Additional Technology. (d) market and distribute Corixa hereby grants SB an option during a two (2) year period from the Client Product end of the Research Program to potential Subscribers in acquire an exclusive license under any Corixa Patents filed by Corixa and/or Know-How developed by Corixa during said two (2) year period and/or which are owned and/or controlled by Corixa and/or under which Corixa otherwise has the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only right to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content grant licenses for use in connection with Licensee Interactive Services, and the PC Field during a period of two (iii2) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to years after the Research Program Term as may be extended. License terms and conditions set forth with respect to licensing-in such Corixa Patents and/or Know-How shall be negotiated in good faith between the parties taking into account the value of such Corixa Patents and/or Know-How and their contribution to the successful development of Product in the Content provider agreements which are part PC Field, but shall in no event have the effect of rendering the AOL Standard Forms terms of this Agreement less favourable to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the TermCorixa than those currently agreed upon.

License Grant. 4.1 Subject to the provisions of this Article 4.1 and Articles 4.4 and 4.5 hereof, CMCC hereby grants to and Merz hereby accepts from CMCC the exclusive and fully transferable and/or sublicenseable license to CMCC Patents, as listed in Exhibit A hereto, to develop, make, have made, use and market the Products in the Territory in accordance with the terms and conditions of described in this Agreement ------------- Agreement. Subject to Article 10 hereof, Merz shall have the right, at its sole option, to further research and the Certificate of Incorporationdevelop, Licensor hereby grants or to Licensee an exclusive (with respect to PC Access Servicesconduct or have conducted further clinical studies, TV Access Services and Wireless Access Services and a non-exclusive (except as provided in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products regarding Memantine for the sole purpose of, and CMCC Indications. Merz shall use its commercially reasonable efforts to require any Marketing Partner who manufactures Products as necessary for, enabling Licensee they pertain to Launch, operate, provide, manage and administer Licensee Interactive Services the CMCC Indications for the sale in the Territory as contemplated herein, (b) sublicense the Client Product United States of America to Subscribers pursuant and subject to the terms and conditions set forth substantially manufacture such Products in the subscriber agreements which are part United States of America. Notwithstanding the exclusive license granted to Merz under this Article 4.1, Merz hereby acknowledges that CMCC has granted a license to Allergan to utilize certain of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted CMCC Patents solely in connection with Indications for ophthalmologic diseases. The license granted hereunder shall not be construed to confer upon Merz by implication, estoppel, or otherwise any rights as to any technology not governed by CMCC Patents. 4.2 NTI hereby grants an exclusive and fully transferable or sublicenseable license to Merz, and Merz hereby accepts such license, to use all of NTI's Confidential Information related to and/or required for the Launchcommercial exploitation of the Products in the Territory; provided, operationhowever, provisionthat such license shall not include any Confidential Information relating to the general business information and financial information of NTI. 4.3 Subject to the obligations set forth in Article 10.1 hereof, management Merz shall have the right to engage NTI's services to further research and administration develop and to conduct further clinical studies on Memantine for the CMCC Indications on terms to be mutually agreed upon. 4.4 Notwithstanding anything herein to the contrary, CMCC shall retain a royalty-free, non-exclusive, irrevocable license to practice, and to sublicense other non-profit organizations to practice, the CMCC Patents it owns for non- commercial research purposes only. Merz shall not assert any claim of Licensee Interactive Services during infringement of the TermMerz Patents against CMCC or any such non-profit organization, sublicensed by CMCC pursuant to this Article 4.4, provided that the CMCC Patents are utilized for non-commercial research purposes only. 4.5 Notwithstanding the provisions of Article 4.1 hereof, the license granted hereunder to Merz shall be subject to the rights of the United States government, if any, under Public Laws 96-517, 97-226, and 98-620, codified at 35 U.S.C. sec. 200-212 and regulations promulgated thereunder.

License Grant. (a) Subject to the terms and conditions of this Agreement ------------- Agreement, PLASMATECH, on behalf of itself and the Certificate of Incorporationits Affiliates, Licensor hereby grants to Licensee ACCESS an exclusive (with respect to PC Access Servicesexclusive, TV Access Services and Wireless Access Services and a non-exclusive nontransferable (except as provided set forth in Section 2.9 below) with respect to Internet Portal Services8.1), but subject royalty-bearing license, with the right to termination of exclusivity pursuant to Section 5 grant sublicenses only as set forth below, non-transferable (except as expressly provided hereini) right to use and license within the Territory to: (a) implement, transmit, display, copy, perform and use practice the Licensed Technology and (ii) to make, have made, use, offer for sale, sell and import Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory Territory. ACCESS may permit its Affiliates to exercise the foregoing license provided that ACCESS shall be responsible for its Affiliates’ compliance with the terms of this Agreement as contemplated herein,if ACCESS hereunder. (b) sublicense The right of ACCESS to grant sublicenses of the Client Product to Subscribers pursuant and license granted under Section 2.1(a) is subject to the terms requirement that each such sublicense shall be in writing and conditions set forth shall [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. include provisions (i) acknowledging that such sublicense is subject to the applicable license(s) granted hereunder, (ii) requiring each Sublicensee to perform all applicable obligations of ACCESS hereunder in the subscriber agreements which are part applicable portion of the AOL Standard Forms Territory (specifically including the obligation to be used make reports and keep and maintain records of Net Sales to at least the same extent as required of ACCESS under this Agreement), (iii) allowing PLASMATECH the same access and audit rights with respect to such records as permitted with respect to ACCESS’ records hereunder, and (iv) prohibiting further sublicensing by Licensee pursuant the Sublicensee. ACCESS shall provide an un-redacted copy of each sublicense it enters into to Section 3.3 below,PLASMATECH promptly following execution. (c) accessTitle to the Licensed Technology and any other intellectual property rights of PLASMATECH shall at all times remain vested in PLASMATECH. Except for the limited license granted in Section 2.1(a), display no other rights are granted, no other use is permitted, and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and all other Content, but excluding Restricted Content,rights are expressly reserved. (d) market and distribute PLASMATECH will, upon ACCESS’ reasonable request at any time within two (2) years following the Client Product Effective Date, transfer any PLASMATECH Know-How to potential Subscribers in ACCESS that has not been previously delivered to ACCESS by a means mutually agreed between the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, parties. After two (e2) use Licensor's Confidential Information and Licensed Products only years following the Effective Date, PLASMATECH will have no further obligation to the extent necessary (i) disclose or transfer to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the TermACCESS any PLASMATECH Know-How.

License Grant. Subject 3.1 HMGU hereby grants LICENSEE the exclusive right to use and practice the PATENT RIGHTS in order to research, develop, make, use, offer for sale and sell LICENSED PRODUCTS and LICENSED SERVICES in the FIELD. 3.2 LICENSEE may sublicense the rights granted to it in Section 3.1 to third parties through multiple tiers, provided that in each case the respective sublicensee assumes all obligations of the LICENSEE under this agreement in a written statement to HMGU, in particular reporting and payment obligations while leaving LICENSEE’s obligations unaffected; with regard to financial obligations, the respective LICENSEE’s and sublicensee’s obligations shall be joint and several. In addition, LICENSEE may grant non-exclusive research licenses, i.e. for further development and/or improvement of existing and/or for the development of novel LICENSED PRODUCTS, to […***…] or […***…], provided that such sublicense shall ensure that the payments to HMGU are equal to the payments the sublicensee would have to make to HMGU if it was a direct licensee of HMGU with respect to the subject matter of the research license. LICENSEE will inform HMGU about ongoing negotiations with a potential sublicensee and will forward a copy of any sublicense agreement to HMGU subject to the right to redact sensitive information within such agreement that is not necessary for HMGU to enforce its rights hereunder. LICENSEE will remain responsible for each of its respective sublicensees’ compliance with the terms and conditions of this Agreement ------------- as well as sub-sublicensees’ compliance with the terms of this Agreement through applicable tiers. 3.3 HMGU retains a free of charge, non-exclusive, sublicensable and irrevocable right to use the Certificate PATENT RIGHTS for non-commercial research purposes, including in research collaborations with academic and commercial partners. HMGU may also provide the ORIGINAL MATERIAL to third parties for non-commercial research purposes, including in research cooperations with not-for-profit institutions and companies on the basis of Incorporationa research MTA. The LICENSEE acknowledges that the inventor […***…] has been granted the right to use the MATERIAL for his research at […***…]. (i) LICENSEE shall use […***…] efforts to develop or have developed at least one LICENSED PRODUCT and/or LICENSED SERVICE, Licensor hereby grants as the case may be, and to Licensee an obtain the necessary regulatory approvals in the major market countries (US, EU) as far as required and to market and sell LICENSED PRODUCTS and/or LICENSED SERVICES. (ii) Within […***…] from the EFFECTIVE DATE, LICENSEE shall obtain a preclinical proof of principle demonstrating that the Clo51-technology is suitable for cell or gene therapy approaches. In case the preclinical proof of principle cannot be demonstrated by LICENSEE within the abovementioned period, LICENSEE and HMGU shall discuss amicably possible measures to overcome the respective problems. (iii) In addition, LICENSEE shall have initiated a phase I/II clinical study involving the Clo51-technology within […***…] years after the EFFECTIVE DATE. HMGU is allowed to change the exclusive (with respect license to PC Access Services, TV Access Services and Wireless Access Services and the PATENT RIGHTS to a non-exclusive (except as provided license by written notice to LICENSEE, if LICENSEE cannot achieve clinical use of the Clo51-technology within the aforementioned time. 3.5 On March 1st of each CONTRACT YEAR, LICENSEE shall submit to HMGU a written report specifically stating the measures taken and the progress made in order to achieve the development goals defined in Section 2.9 below) with respect 3.4. 3.6 LICENSEE hereby grants to Internet Portal Services)HMGU a non-exclusive, but subject to termination of exclusivity pursuant to Section 5 belowroyalty-free, non-transferable (except as expressly provided herein) right sublicensable, non-transferrable, non-commercial research license, including for research use in co-operations with other universities or research institutions, to new developments, modifications and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth in the subscriber agreements which are part improvements of the AOL Standard Forms to be used technology covered by Licensee pursuant to Section 3.3 below, (c) accessthe PATENT RIGHTS, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) such new developments, modifications or improvements could not be practiced without the PATENT RIGHTS and are created by LICENSEE or any of its sublicensees; provided, that such license will not include rights to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for commercially use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the TermLICENSED PRODUCTS or LICENSED SERVICES themselves.

License Grant. Subject 2.1 NCR hereby grants to VeriFone, and VeriFone hereby accepts upon the terms and conditions of this Agreement ------------- and the Certificate of Incorporationhereinafter specified, Licensor hereby grants to Licensee an exclusive (with respect to PC Access Services, TV Access Services and Wireless Access Services and a non-exclusive exclusive, irrevocable (except as provided set forth in Section 2.9 below) with respect to Internet Portal ServicesArticle 9), but subject to termination of exclusivity pursuant to Section 5 belowworldwide, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth in Section 13.6), fee-bearing license under the subscriber agreements which are part NCR Patents during the term of this Agreement to use, make, have made, sell, offer to sell and import any product or service covered by the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, NCR Patents without the right to access Content through Licensee Interactive Servicessublicense. VeriFone acknowledges and agrees that NCR expressly reserves all rights to the NCR Patents, including AOL Services Content other than the licenses and other Contentrights expressly granted to VeriFone pursuant to this Article 2. Notwithstanding the foregoing, however, nothing herein shall be construed as providing a license to the NCR Patents to third party users of products (including, but excluding Restricted Content,not limited to, software) that are distributed, sold, or licensed by VeriFone, except for the implied license accompanying the purchase of a Licensed Product for which a fee has been paid by VeriFone to NCR. (d) market 2.2 VeriFone further acknowledges and distribute agrees that NCR’s reserved rights include without limitation the Client Product right to potential Subscribers in further license the Territory directly NCR Patents to VeriFone’s direct competitors. VeriFone acknowledges and through authorized third parties agrees that so market the license and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only rights to the extent necessary (i) NCR Patents granted to allow Licensee VeriFone pursuant to Launch, provide, manage, administer this Agreement are not transferable or assignable by VeriFone to any other individual or entity and market Licensee Interactive Services in expressly excludes the Territory, (ii) right to allow Licensee make any sublicense of any of the licenses and rights granted to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions VeriFone under this Agreement except as set forth in Section 13.6. 2.3 Nothing contained herein shall be construed as granting a license to VeriFone under any other intellectual property right of NCR, tangible or intangible, including without limitation, copyrights, trademarks and trade secrets, except as specifically set forth herein. 2.4 Both parties agree that this Agreement, including its existence and its terms and conditions, will be subject to all evidentiary privileges (including but not limited to FRE 408) applying to compromises or offers to compromise and will not be admitted in any lawsuit, arbitration, or other litigation, except litigation regarding a breach of this Agreement or a litigation in which the Content provider agreements which are part scope of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and managethis Agreement is at issue, and administer Licensee Interactive Services that neither party will use this Agreement, including its existence and its terms and conditions, as contemplated hereinevidence in such litigation, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform whether or not such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the Terminformation is publicly known or available.

License Grant. 2.1 Subject to the terms and conditions of this Agreement ------------- and the Certificate of Incorporationherein, Licensor BECTON hereby grants to Licensee an exclusive (with respect to PC Access ServicesSELFCARE, TV Access Services and Wireless Access Services and who accepts the same, a non-exclusive (except as provided in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 belowexclusive, non-transferable (except as expressly provided hereinto its AFFILIATES) right and license within under the Territory to: (a) implementLICENSED PATENTS, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth in the subscriber agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, without the right to access Content through Licensee Interactive Servicessublicense, including AOL Services Content to make, have made for its own use and other Contentsale, but excluding Restricted Content, (d) market use, offer for sale, sell, and distribute import PRODUCT and to practice the Client Product to potential Subscribers methods claimed in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use LICENSED PATENTS in connection with Licensee Interactive Servicessuch PRODUCT, and (iii) to allow Content providers extend to develop, create, transmit, procure, market, maintain, enhance, manage its customers purchasing PRODUCT the right to use and administer Content pursuant sell the PRODUCT purchased and subject to practice the terms and conditions set forth methods claimed in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to LaunchLICENSED PATENTS in connection with such PRODUCT, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All all of the foregoing rights are granted solely limited expressly to the field of human IN VITRO manually formatted immunodiagnostic assays. In the event that SELFCARE sells PRODUCT(S) to a third party that has a non-exclusive, non-transferable right and license under the LICENSED PATENT(S), the royalty obligation of SELFCARE under this license shall not extend to such sales, provided however, SELFCARE shall be permitted to make PRODUCTS for any third party licensee having the right and license under the LICENSED PATENT(S) to have such PRODUCTS made for it, and to sell those PRODUCTS to such licensee without any obligation to pay royalties to BECTON thereon since the third party (without waiving any right of BECTON to collect royalties from SELFCARE in connection the event the third party licensee fails to account for and pay royalties to BECTON on its sales of such PRODUCTS) licensee has the obligation, under its license with BECTON, to pay royalties on the sales of PRODUCTS made for it. BECTON agrees to provide SELFCARE with the Launchnames of such third party licensees which have the right and license to have PRODUCTS made for it. 2.2 BECTON further hereby releases SELFCARE from any liability for infringement of the LICENSED PATENTS arising from the manufacture, operationuse, provisionor sale of PRODUCTS by SELFCARE which occurred prior to the EFFECTIVE DATE, management provided that these events are reported in accordance with Article 4.3 and administration of Licensee Interactive Services during the Term.royalties are paid in accordance with Article 4.1(a) hereof. There is no release for any infringement for which a report is not made under

License Grant. 2.01 Subject to rights reserved by RTI in paragraph 2.02, and subject to the other terms and conditions stated in this License Agreement, RTI hereby grants to BTMD, and BTMD hereby accepts, a limited exclusive license to manufacture within the FACILITY and a limited exclusive right to sell LICENSED PRODUCTS in the LICENSED TERRITORY during TERM. The license hereby granted does not include the rights to sell LICENSED PRODUCTS inside LICENSED TERRITORY for use or resale outside LICENSED TERRITORY, to sell LICENSED PRODUCTS to competitors, to grant sublicenses, to have LICENSED PRODUCTS manufactured by others for BTMD or for third parties, to manufacture for RTI, to transfer this license to any other person or entity, or to enforce LICENSED PATENTS against infringers, without the prior written permission of RTI. 2.02 BTMD acknowledges that RTI retains the right to make, have made, use, offer for sale, sell, import and export LICENSED PRODUCTS in, into and out of the LICENSED TERRITORY. 2.03 RTI hereby grants to BTMD the nonexclusive right to use LICENSED TRADEMARKS on LICENSED PRODUCTS made and sold in LICENSED TERRITORY during TERM subject to Section X and provided that such right is conditioned upon compliance by BTMD with product specifications as defined by RTI and other provisions of this License Agreement. 2.04 RTI hereby agrees to provide LICENSED TECHNOLOGY to BTMD commencing promptly after EFFECTIVE DATE. Such LICENSED TECHNOLOGY shall include at least the following: a) the Deliverables set forth in Exhibit C; and b) such onsite and offsite support service as may be reasonably necessary in the opinion of RTI to implement the Deliverables and assist BTMD in manufacturing LICENSED PRODUCTS. Subject to timely payment of amounts otherwise due to RTI under this License Agreement, the support services shall be provided by RTI at no additional expense to BTMD. 2.05 RTI and BTMD each hereby agree to promptly inform the other of any IMPROVEMENT during TERM. All IMPROVEMENTS to LICENSED PRODUCTS developed or discovered by RTI or BTMD during TERM shall be owned by the party whose employee(s) made such improvement subject to conditions set forth in Section XIII. This License Agreement does not include terms for a cross-license and should not be read to include any such terms. 2.06 No license is hereby granted for any use by BTMD of LICENSED TECHNOLOGY or LICENSED PATENTS for any purpose other than the manufacture and sale of LICENSED PRODUCTS in LICENSED TERRITORY. 2.07 BTMD acknowledges and agrees that the license granted hereunder is subject to the terms and conditions of this that certain Technology License Agreement ------------- dated June 23, 1995, by and the Certificate of Incorporationbetween Xxxxxx X. Xxxx, Licensor hereby grants to Licensee an exclusive (with respect to PC Access Services, TV Access Services and Wireless Access Services and a non-exclusive (except as provided in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose oflicensor, and RTI, as necessary forlicensee. BTMD further acknowledges and agrees that Xx. Xxxx shall be deemed to be a third party beneficiary of this License Agreement for all purposes. Neither RTI nor BTMD shall amend, enabling Licensee to Launchmodify, operaterevise or otherwise change the Agreement without the prior written consent of Xx. Xxxx or, provideas appropriate, manage and administer Licensee Interactive Services his legal representatives, successors or assigns. 2.08 BTMD acknowledges that RTI is presently having SYRINGES HAVING RETRACTABLE NEEDLES manufactured in the Territory as contemplated herein,PRC by Double Dove Group, Ltd. for sale by RTI. (b) sublicense 2.09 BTMD acknowledges and agrees that LICENSED PRODUCTS will be manufactured by BTMD only at the Client Product Baiyin FACILITY. If BTMD subsequently desires to Subscribers pursuant and subject manufacture LICENSED PRODUCTS at other locations in the PRC, BTMD will first notify RTI in writing of each such location. 2.10 The limited exclusivity granted by RTI to BTMD under Paragraph 2.01 shall be contingent upon BTMD’s satisfactory performance of its obligations under this License Agreement during TERM. If BTMD is unable for any reason during TERM, including the existence of any force majeure under Paragraph 17.05, to satisfy any demand by an unrelated third party for retractable syringes embodying LICENSED TECHNOLOGY in the PRC, RTI shall have the right to license other manufacturers or distributors to satisfy the demand, provided however that BTMD shall have a right of first refusal to supply such syringes according to the terms and conditions set forth in the subscriber agreements which are part of the AOL Standard Forms demand. BTMD’s right of first refusal must be exercised by BTMD by written confirmation to RTI within forty-five (45) days following receipt of written notice from RTI, which notice shall be used accompanied by Licensee pursuant copy of a written offer or demand from said unrelated third party. Failure by BTMD to Section 3.3 below, (c) access, display satisfy any such offer or demand following confirmation to RTI shall constitute a material breach of this License Agreement. RTI and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services BTMD will work together during the Termforty-five (45) day notice period to insure that the demand is a real offer from a genuine customer having the ability to purchase the requested number of syringes.

License Grant. Subject to the terms and conditions of this Agreement ------------- and the Certificate of Incorporation, Licensor 2.1 CASE hereby grants to Licensee, and Licensee hereby accepts, (i) an exclusive exclusive, royalty bearing, world-wide right and license under and to the Licensed Technology to make, have made, use and Dispose of Licensed Products in the Field of Use and (with respect to PC Access Services, TV Access Services and Wireless Access Services and ii) a non-exclusive (except as provided in Section 2.9 below) with respect to Internet Portal Services)exclusive, but subject to termination of exclusivity pursuant to Section 5 belowworld-wide, non-transferable (except as expressly provided herein) royalty free right and license within the Territory to: (a) implement, transmit, display, copy, perform under and use to the Licensed Products Technology for the sole purpose of, internal research and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services development purposes in the Territory as contemplated herein,Field of Use. (b) 2.2 No right to sublicense the Client Licensed Technology is hereby granted to Licensee except that Licensee may sublicense to (i) Product to Subscribers pursuant and subject to the terms and conditions set forth in the subscriber agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only Sublicensees to the extent necessary (i) to allow Licensee enable Product Sublicensees to Launch, provide, manage, administer and market Licensee Interactive Services in make and/or Dispose of Licensed Products within the Territory, Field of Use; (ii) customers to allow the extent necessary for their personal use of a Licensed Product; or (iii) other entities with the specific agreement of CASE. 2.2.1 Licensee understands that any sublicenses granted by Licensee to developentities other than customers (even though the specific agreement by CASE to such a sublicense has been obtained) must provide that the obligations to CASE and HHMI (as a third-party beneficiary) under this Agreement, createincluding but not limited to, procureIndemnification, marketInsurance, transmitHHMI’s third party beneficiary status, maintainand procedures for Dispute Resolution shall be binding upon such sublicensee as if it were a party to this Agreement and that the economic return to CASE from the Disposition of Licensed Products be not less than the economic returns would be if such Disposition had been by Licensee. In addition, enhanceany sublicense agreement shall provide for automatic assignment to CASE in the event of termination of Licensee’s license to the Licensed Technology (prior to expiration of this Agreement). Licensee shall be responsible for the acts or omissions of its sublicensees and shall not grant any rights which are inconsistent with the rights granted to and obligations of Licensee hereunder. Any act or omission of a sublicensee that would be a breach of this License Agreement if performed by Licensee shall be deemed to be a breach of this License Agreement by Licensee if such breach is not cured before 180 days. Each sublicense agreement granted by Licensee shall include an audit right by CASE of the same scope as provided herein below with respect to Licensee. No such sublicense agreement shall contain any provision which would cause it to extend beyond the Team of this Agreement. Licensee shall give CASE prompt notification of the identity and address of each sublicensee with whom it concludes a sublicense agreement and shall supply CASE with a copy of each such sublicense agreement. 2.3 No provision of this Agreement shall restrict Licensee’s, manage CASE’s and/or HHMI’s ability to conduct further research and administer Content development in the area of Licensed Technology or other areas. 2.4 All Licensed Products shall be manufactured, sold and performed by Licensee in compliance with all applicable governmental laws, rules and regulations. Licensee shall keep CASE fully informed of, and shall move expeditiously to resolve, any complaint by a governmental body relevant to Licensed Products, except for complaints subject to the Section of this Agreement entitled “Infringement.” 2.5 CASE represents and warrants that CASE has the right to license the Patent Rights to Licensee under the terms provided in this Agreement and that CASE’s obligations to HHMI do not conflict with the licenses provided hereunder. CASE retains the right to grant either exclusive or non-exclusive licenses for the Licensed Technology in fields of use other than the Field of Use for which the license hereunder is granted. 2.6 If Licensed Technology was supported under a United States Government funding agreement, then (a) the United States Government has been or will be granted licensing rights solely as required under the terms of those federal agreements, (b) all rights and obligations reserved to the United States Government and others under Public Law 96-517, and Public Law 98-620 and any applicable governmental rules and regulations, including but not limited to government purpose license and march-in connection with Licensee Interactive Servicesrights and sharing of certain research materials, shall be respected and shall in no way be diminished by this Agreement and any right granted in this Agreement regarding Licensed Technology greater than that permitted under Public Law 96-517 or Public Law 98-620, and any applicable governmental rules and regulations, shall be subject to modification as may be required to conform to the provisions of those statutes, and (iiic) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth products using Licensed Technology sold or used in the Content provider agreements which are part United States will be manufactured substantially in the United States of America, unless a waiver has been obtained from the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within federal funding agency under whose funding agreement the Licensed Products as reasonably necessary Technology was generated. 2.7 Notwithstanding the license granted in this Agreement, CASE and HHMI and any health care institutions affiliated with either of them shall have and retain all rights to conform such forms to use, free of charge, the local languagesLicensed Technology for their non-commercial research, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the Term.clinical research treatment (i.

License Grant. 2.1 Subject to the terms and conditions of this Agreement ------------- and the Certificate of Incorporationherein, Licensor BECTON hereby grants to Licensee an exclusive (with respect to PC Access ServicesQUIDEL, TV Access Services and Wireless Access Services and who accepts the same, a non-exclusive exclusive, non- transferable (except as provided to an AFFILIATE) right and license under the LICENSED PATENTS, without the right to sublicense, to make, have made for its own use and sale, use, offer for sale and import PRODUCT and to practice the methods claimed in Section 2.9 belowthe LICENSED PATENTS in connection with such PRODUCT, and to extend to its customers purchasing PRODUCT the right to use and sell the PRODUCT purchased and to practice the methods claimed in the LICENSED PATENTS in connection with such PRODUCT, all of the foregoing limited expressly to the field of all human in vitro manually formatted immunodiagnostic assays. 2.2 In the event that QUIDEL sells PRODUCT(S) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 belowa third party that has a non-exclusive, non-transferable (except as expressly provided herein) right and license within under the Territory to: (aLICENSED PATENT(S), the license granted to QUIDEL herein shall not extend to such sales, provided however, QUIDEL shall be permitted to make PRODUCTS for any third party licensee having the right and license under the LICENSED PATENT(S) implement, transmit, display, copy, perform and use the Licensed Products to have such PRODUCTS made for the sole purpose ofit, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services sell those PRODUCTS to such licensee without any obligation to pay royalties to BECTON thereon since the third party (without waiving any right of BECTON to collect royalties from QUIDEL in the Territory as contemplated herein,event the third party licensee fails to account for and pay royalties to BECTON on its sales of such PRODUCTS) licensee has the obligation, under its license with BECTON, to pay royalties on the sales of PRODUCTS made for it. BECTON agrees to provide QUIDEL with the names of such third party licensees which have the right and license to have PRODUCTS made for it. (b) sublicense 2.3 BECTON further hereby releases QUIDEL from any liability for infringement of the Client Product to Subscribers pursuant and subject LICENSED PATENTS arising from the sale of PRODUCTS by QUIDEL which occurred prior to the terms and conditions set forth in the subscriber agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the TermEFFECTIVE DATE.

License Grant. Subject to the terms and conditions of this Agreement ------------- and the Certificate of Incorporation, Licensor hereby grants to Licensee an exclusive (with respect to PC Access Services, TV Access Services and Wireless Access Services and a non-exclusive (except as provided in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth in this Agreement, WU hereby grants to SIGA and SIGA hereby accepts, the subscriber agreements which are part of following license during the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below,Term in the Territory: (c) access3.1 A nonexclusive, display fee- and grant to Subscribers (with respect to PC Access Servicesroyalty-bearing license, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, including the right to access Content through Licensee Interactive Servicesgrant sublicenses, including AOL Services Content under the Intellectual Property, to make, have made, sell, offer for sale, use, and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers import Licensed Products in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf,Field. (e) use Licensor's Confidential Information and Licensed Products only 3.2 The right to grant sublicenses granted to SIGA under this Agreement is subject to the extent necessary (i) to allow Licensee to Launchfollowing conditions: 3.2.1 In each sublicense, provide, manage, administer SIGA must prohibit the Sublicensee from further sublicensing and market Licensee Interactive Services in require that the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and Sublicensee is subject to the terms and conditions set forth of the license granted to SIGA under this Agreement. 3.2.2 Within thirty days of the effective date of any sublicense, SIGA must send to WU a complete copy of the sublicense. If the original sublicense is written in a language other than English, then SIGA must also send to WU within the allotted time a translation of the sublicense written in English. 3.2.3 If SIGA enters bankruptcy or receivership, voluntarily or involuntarily, Sublicensing Revenue then or thereafter due to SIGA will, upon notice from WU to any Sublicensee, become owed directly to WU for the account of SIGA. WU will remit to SIGA any amounts received that exceed the sum actually owed by SIGA to WU. 3.2.4 Any sublicense granted by SIGA under this Agreement will remain in effect in the Content provider agreements which are part event that this Agreement is terminated prior to expiration. Any Sublicensee will automatically become a direct licensee of WU under the AOL Standard Forms rights originally sublicensed to it by SIGA provided the Sublicensee did not cause the termination of this Agreement and the Sublicensee agrees to comply with all the terms of this Agreement and to fulfill all the responsibilities of SIGA hereunder. 3.2.5 SIGA will be primarily liable to WU for all of SIGA's obligations contained in this Agreement. Any act or omission by a Sublicensee that would be a breach of this Agreement if imputed to SIGA will be deemed to be used a breach by Licensee pursuant SIGA of this Agreement. 3.3 The license "to have made" granted in Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee 3.1 means that SIGA or its Sublicensee may contract with a third party or parties to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the manufacture Licensed Products as reasonably necessary for SIGA or its Sublicensee. SIGA will require any contractors to conform such forms to the local languages, laws and business practices assume confidentiality obligations consonant with Article 6 of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the Termthis Agreement.

License Grant. Subject to the terms and conditions of this Agreement ------------- and the Certificate of IncorporationAgreement, Licensor CBMX hereby grants to Licensee an RDG a royalty-bearing world-wide and non-exclusive (subject to co-exclusivity to Desk Top Synthesizers below) license - with respect the unlimited right to PC Access Servicessublicense to its Affiliates as long as they remain Affiliates - to use the Technology only within the Field only for the purposes of *, TV Access Services distributing, selling and Wireless Access Services having sold Licensed Products, in the Territory to End Users, together with an * for the * selling and distributing of *. CBMX may not license to Third Parties any of its Licensed Patents for * of the Hybridizer/Reader. The license granted hereunder shall be * for the Desk Top Synthesizer. RDG hereby grants back to CBMX a non-exclusive (license without the right to sublicense, except to sublicense its Affiliates, so long as provided they remain Affiliates, under the Licensed Patents to manufacture, have manufactured, distribute and sell the Desk Top Synthesizer; PROVIDED, HOWEVER, that CBMX may not sell to End Users any model of the Desk Top Synthesizer with the same features as listed in Section 2.9 below) with respect the features section of the Specifications as amended from time to Internet Portal Services)time by the Parties for new developments. If RDG due to reasons within its reasonable control does not achieve the first Commercial Launch of the Desk Top Synthesizer within 18 months from the date where the prototype of the Desk Top Synthesizer is delivered to RDG according to the Specifications, but subject RDG shall grant back to termination CBMX the full right to sublicense the Desk Top Synthesizer at terms and conditions to be negotiated at such time in good faith; PROVIDED, HOWEVER, that any delay of exclusivity pursuant to Section 5 belowthe Commercial Launch caused by a delay in the development and delivery of the Chip and/or Synthesis Reagent under the R&D Agreement shall not be deemed a reason which is under RDG's reasonable control. For Software, non-transferable (except as expressly provided herein) right and license within the Territory RDG is granted additional rights to: (a) implementmodify, transmitadapt, displayenhance or otherwise create Derivative Works (as defined in the R&D Agreement) of the Software b) Make, copyhave made, perform use, sell and use the have sold Licensed Products which include, Software at the royalty rate applicable for such Licensed Product under this Agreement or use, sell and have sold Software separately as a stand alone products under the sole purpose of, and as necessary for, enabling Licensee royalty rate for Software in this Agreement. c) grant implied sublicenses to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product Software to Subscribers pursuant and End-Users. License Agreement Combimatrix September 25th 2002 * Provision subject to the terms pending confidential treatment request. Confidential materials omitted and conditions set forth in the subscriber agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection filed separately with the Launch, operation, provision, management Securities and administration of Licensee Interactive Services during the TermExchange Commission. Asterisks denote commissions.

License Grant. 2.1 Subject to the terms and conditions of this Agreement ------------- and the Certificate of Incorporation, Licensor hereby grants to Licensee an exclusive (with respect to PC Access Services, TV Access Services and Wireless Access Services and a non-exclusive (except as provided in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth herein, AUTHORISZOR hereby grants to STL a worldwide exclusive right to distribute, sell and otherwise market the Products and to license or sub-license the Products on AUTHORISZOR's behalf in Object Code format only. Such license shall include the right of STL to sublicense the Object Code on AUTHORISZOR's behalf to distributors, resellers, and other third parties to achieve the foregoing. In addition, STL may make Source Code available to third parties under a suitable license and confidentiality agreement in order to facilitate development of Derivative Works. 2.2 Subject to reasonable and good faith negotiations with STL on matters such as the total number of resellers appropriate in the subscriber agreements which are part market, qualifications, margins and territory, AUTHORISZOR has the option at any time after 1 July 2003 to require that STL appoints one or more non-exclusive distributors, or resellers introduced by AUTHORISZOR to the benefit of both parties STL agrees that such nonexclusive distributors or resellers shall be appointed on comparable terms to STL's other comparable distributors, and resellers. 2.3 STL shall also work with AUTHORISZOR's existing reseller base to distribute the Products. The parties shall co-operate in an endeavour to secure a sub-contract arrangement or the signing of a new reseller agreement with STL 2.4 AUTHORISZOR permits STL to distribute, sell and otherwise market the Products to customers (including but not limited to End Users, distributors and resellers) either under AUTHORISZOR's brand or under STL's brand. Where STL adapts AUTHORISZOR documentation for distribution under STL's own brand in accordance with this Section 2.3, AUTHORISZOR trademarks may be replaced but all AUTHORISZOR copyright notices shall be retained in accordance with Section 5 hereof. For the avoidance of doubt where STL distributes, sells and otherwise markets under STL's brand it shall not be in breach of this Agreement (in particular the provisions of Clause 3.3 (iii)). 2.5 AUTHORISZOR shall provide STL with two master copies of each Product in Source and Object Code form in a format suitable for use reproduction and modification. 2.6 AUTHORISZOR hereby grants to STL a worldwide, exclusive right and license to use and modify the Source Code of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display Products and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part prepare Derivative Works of the AOL Standard Forms to Products. License fees will also be used payable by Licensee pursuant to Section 3.3 below, STL each time it distributes a Derivative Work of the Products. AUTHORISZOR shall retain all right, title and interest (fincluding ownership of copyright) use Licensor's training and technical support in such Derivative Works prepared by or on behalf of STL. STL will make copies of any new Source Code for the sole purpose of enabling Licensee Derivative Work available to Launch, operate, provide AUTHORISZOR on request and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices whenever any new versions of the TerritoryProducts are released. 2.7 In the event that certain End Users and Resellers are unable or unwilling to novate agreements for the Products or AUTHORISZOR at its option chooses to remain primarily liable to them, AUTHORISZOR shall sub-contract the license fees and associated services revenue for the Products to STL at full value and STL shall provide all services detailed in this agreement to such End Users and Resellers. All The provisions of the foregoing rights are granted solely Clause 7 and Schedule A shall apply in connection with the Launch, operation, provision, management respect of corresponding fees pavable to AUTHORISZOR by STL in respect of such sub-contracted license fees and administration of Licensee Interactive Services during the Termservices. .

License Grant. (a) Subject to the terms and conditions of this Agreement ------------- Agreement, including, without limitation, the license payments and the Certificate of Incorporationroyalty provisions in Sections 5 and 6 below, Licensor Corixa hereby grants to Licensee SB an exclusive (license, with respect the right to PC Access Servicesgrant sublicenses, TV Access Services under Corixa Patents, Joint Research Program Patents, Know-How and Wireless Access Services any SPC to make, have made, use, have used, sell, offer for sale, have sold, keep and a non-exclusive (except as provided import any and all Products in the Licensed Field in the Territory, in any formulation, configuration, combination and/or with any delivery system. For purpose of clarity, the foregoing license shall include rights of SB to Corixa Antigens and/or Research Program Antigens in and outside the BC Field but in the Licensed Field; any commercial use of such Corixa Antigens and/or Research Program Antigens shall be subject to the royalties set forth in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services 6 in the Territory same manner as contemplated herein,royalties are paid on Products thereunder. (b) sublicense In the Client event that a governmental agency in any country or territory grants or compels Corixa to grant a license to any Third Party for product(s) that compete(s) with Product, SB shall have the benefit in such country or territory (and any other country into which products that compete with Product are sold by such Third Party compulsory licensee) of the terms granted to Subscribers pursuant and subject such Third Party to the extent that such terms and conditions set forth in are more favourable to the subscriber agreements which are part of the AOL Standard Forms Third Party than those granted to be used by Licensee pursuant to Section 3.3 below,SB under this Agreement. (c) accessDuring the Research Program Term, display if Corixa or SB believes that technology related to the subject matter of the Research Program that is controlled by a Third Party including GenQuest Inc., which may include new Antigens, adjuvants and/or Blocking Patents ("Additional Technology") would be valuable or necessary to the Research Program in the Licensed Field hereunder, Corixa or SB as appropriate shall present such Additional Technology, along with a written report with respect thereto to the Joint Research Team. The Joint Research Team shall then determine, except for Blocking Patents which shall be at SB's sole discretion subject to other provisions contained herein, whether licenses to, and/or acquisitions of, such Additional Technology should be made, the party that shall approach and grant to Subscribers (negotiate with any Third Party(ies) and the terms of any agreement(s) with any Third Parties, including, without limitation, payments for sponsored research. No such Third Party license and/or acquisition shall be effective with respect to PC Access ServicesSB unless and until SB has specifically agreed in writing to abide by the applicable terms and conditions of any such license and/or acquisition, TV Access Services and Wireless Access Services) and to users make such payments and/or royalties as are mutually agreed to by the parties and provided further that the access to and acquisition of Licensee's Internet Portal Servicesany Blocking Patents shall be decided by SB at its entire discretion, provided however that if Corixa disagrees on the acquisition by SB of a Blocking Patent, the right matter shall be submitted for resolution to access Content through Licensee Interactive Servicesthe CEO of Corixa and the Senior Vice President and General Manager of SB. In case of persistent disagreement, including AOL Services Content the matter shall be submitted to arbitration pursuant to Section 12 below. In any event, the parties shall behave reasonably and other Contentadopt a standard of reasonableness in their assessment of the matter. Notwithstanding the foregoing, but excluding Restricted Content,this Paragraph 4(c) shall not be deemed to preclude either party from acquiring Additional Technology. (d) market and distribute Corixa hereby grants SB an option during a two (2) year period from the Client Product end of the Research Program to potential Subscribers in acquire an exclusive license under any Corixa Patents filed by Corixa and/or Know-How developed by Corixa during said two (2) year period and/or which are owned and/or controlled by Corixa and/or under which Corixa otherwise has the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only right to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content grant licenses for use in connection with Licensee Interactive Services, and the BC Field during a period of two (iii2) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to years after the Research Program Term as may be extended. License terms and conditions set forth with respect to licensing-in such Corixa Patents and/or Know-How shall be negotiated in good faith between the parties taking into account the value of such Corixa Patents and/or Know-How and their contribution to the successful development of Product in the Content provider agreements which are part BC Field, but shall in no event have the effect of rendering the AOL Standard Forms terms of this Agreement less favourable to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the TermCorixa than those currently agreed upon.

License Grant. Subject to the terms and conditions of this Agreement ------------- and the Certificate of Incorporation, Licensor 2.1 LICENSOR hereby grants to Licensee an exclusive (with respect to PC Access ServicesBiOS LICENSEE under Licensed Patents a worldwide, TV Access Services and Wireless Access Services and a nonnon- exclusive, royalty-exclusive (except as provided in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) free right and license within the Territory to: (a) implement, transmit, display, copy, perform to make and use the IP & Technology and Improvements for the purpose of developing, making, using, and commercializing BiOS Licensed Products for the sole purpose of, and as necessary for, enabling Licensee without obligation to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein,LICENSOR. (b) sublicense the Client Product 2.2 The license granted by LICENSOR to Subscribers pursuant and subject to the terms and conditions set forth in the subscriber agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the BiOS LICENSEE includes a right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content,sublicense limited to (d) market and distribute the Client Product 2.2.1 granting limited sublicenses to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (iincluding Affiliates of BiOS LICENSEE) to allow Licensee conduct research and/or development activities (including field trials) for BiOS LICENSEE, provided that the product and/or other results (including all intellectual property rights) resulting from said limited sublicense are owned exclusively by BiOS 2.2.2 granting limited sublicenses to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, third parties (iiincluding Affiliates of BiOS LICENSEE) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee commercialising BiOS Licensed Products that embody the IP & Technology or are generated by use of the IP & Technology, said limited sublicenses to Launchterminate when said commercialisation ceases. 2.3 BiOS LICENSEE acknowledges that LICENSOR is free to license the IP & Technology, operate, provide to use and manageto sublicense Improvements under Section 3.2 of this agreement, and administer Licensee Interactive to provide any Improvement Material received under the associated BiOS Technology Support Services as contemplated hereinSubscription Agreement to Other BiOS Licensees under the terms of a BiOS License Agreement. 2.4 BiOS LICENSEE is entitled to freely cooperate with any other Contributors. BiOS LICENSEE agrees to allow the use of its name and the names of Affiliates for the purpose of publication on the Protected Commons Website available to Contributors. BiOS LICENSEE agrees to provide an updated list of Affiliates annually with Improvement Reports for publication on the Protected Commons Website available to Contributors. Subject to Article 7.9, andwhile this Agreement is in force, both LICENSOR and BiOS LICENSEE may acknowledge the existence of this Agreement in communications with or other disclosures to third parties. (g) translate and modify online forms included within 2.5 Except for the Licensed Products as reasonably necessary limited rights granted in this Agreement, no right or license, either expressed or implied, under any intellectual property right including but not limited to conform such forms patents, trade secret or know-how is granted hereunder by one party to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the Termother.

License Grant. Subject to the terms and conditions of this Agreement ------------- and the Certificate of Incorporation, Licensor 3.1 COGNOS hereby grants to Licensee an exclusive (with respect to PC Access Services, TV Access Services and Wireless Access Services and a non-exclusive (except as provided in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose ofVAR, and as necessary forVAR hereby accepts, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth contained in this Agreement, a non-exclusive, nontransferable license to manufacture, copy, market, demonstrate and sublicense the Software to Sublicensees for use on CPUs located in the subscriber agreements which are part of the AOL Standard Forms to be used Territory. Upon advance approval by Licensee pursuant to Section 3.3 below, (c) accessCOGNOS, display and VAR may grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, Subdistributors in the Territory the right to access Content through Licensee Interactive Servicesmarket, including AOL Services Content demonstrate, and other Content, but excluding Restricted Content, (d) market and distribute sublicense the Client Product Software to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute Sublicensees for use on LicenseeCPU's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services located in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection provided such Subdistributors first execute written agreements with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the VAR containing terms and conditions substantially the same as those contained herein including, without limitation, those for the protection of COGNOS. 3.2 VAR's rights hereunder are always contingent upon VAR entering into and maintaining in good standing a separate internal license and support agreement (or alternatively a lease agreement) for the Software. Any breach of such license and support (or lease) agreement, including a failure to make any payment thereunder, shall entitle COGNOS to unilaterally revoke any rights granted under this Agreement without prior notice to VAR. 3.3 VAR's rights hereunder are further contingent upon VAR adding value to the Software by providing to the Sublicensee products and/or services as set forth out in Schedule C. 3.4 VAR's right to sublicense the Software to an end user is further contingent upon VAR's prior submission to COGNOS of two (2) original and complete Sublicenses executed by VAR and the end user, or, with respect to Shrink-Wrapped Software, ensuring that the Sublicense is included in the Content provider agreements which sealed Software container delivered to the end user. VAR will provide notice to COGNOS of any change to a Sublicense, and such change must be approved by COGNOS in writing prior to execution by VAR and the end user. 3.5 VAR's rights hereunder are part further contingent on VAR having at all times at least two (2) employees trained by COGNOS in the use and installation of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the TermSoftware.

License Grant. Subject to the terms and conditions of this Agreement ------------- and the Certificate of Incorporation, Licensor (A) Merck hereby grants to Licensee an exclusive (with respect to PC Access Services, TV Access Services and Wireless Access Services and a BGM: 1) A non-exclusive license to Merck Reagents for use in the research and development of an In Vitro Diagnostic Device for any and all purposes. In the event Merck intends to grant a license to Merck Reagents for use in the research and development of an In Vitro Diagnostic Device to another licensee and under which the licensee would have commercial rights to the In Vitro Diagnostic Device, Merck will notify BGM within thirty (30) days of granting such a license, in which case BGM may, at its sole discretion, cease all activities under this Agreement without any further obligations to Merck under this Agreement. At no point may Merck disclose any BGM Information and Inventions to such licensee. 2) An exclusive license (but for Merck) to Merck’s rights in Joint Information and Inventions for the sole purpose of developing and commercializing an In Vitro Diagnostic Device, except as provided to the extent such Joint Information and Invention contains Merck Reagents or any prophylactic or therapeutic use of any component of the Merck Reagent, wherein such case the license granted herein to such Merck Reagents shall be exclusive of use in Section 2.9 below) with respect to Internet Portal Services), but subject to termination an In Vitro Diagnostic Device only and any prophylactic or therapeutic use of exclusivity pursuant to Section 5 below, any component of the Merck Reagent shall be non-transferable (except as expressly exclusive, provided herein) right and license within the Territory tothat: (a) implementMerck retains rights in Joint Information and Inventions for research, transmit, display, copy, perform drug discovery and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein,development purposes; (b) sublicense the Client Product Such exclusive rights shall revert to Subscribers pursuant and subject to the terms and conditions set forth in the subscriber agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below,non-exclusive rights if: (ci) access, display BGM fails to produce an IVDD substantially in accordance with the plan and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users timeline of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content,Exhibit B; (dii) market BGM can not perform the appropriate analytical and clinical utility experiments to meet regulatory requirements for the IVDD in a given regulatory region for which the [***] is being registered; (iii) BGM is likely to cause a delay in clinical study initiation or data delivery for diagnostic use or diagnostic approval because the IVDD or data is not ready; or (iv) BGM can not make available or market, sell and distribute the Client Product to potential Subscribers IVDD in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf,a major marketing territory. (eB) use Licensor's Confidential BGM hereby grants to Merck: 1) A non-exclusive license to BGM Information and Licensed Products only Inventions for research, drug discovery and development purposes, provided that such purposes do not include commercial development of an IVDD by Merck or a third party working on behalf of Merck. 2) A non-exclusive option to determine [***] under the extent necessary (i) control and ownership of BGM and report such results to allow Licensee Merck. BGM will perform [***] at no cost to LaunchMerck if BGM deems such study to be of regulatory importance or commercial interest to BGM. All other samples, provide, manage, administer and market Licensee Interactive Services in except the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and Merck Samples that are subject to the terms Milestone B in Exhibit A, are subject to a reasonable and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support customary laboratory service fee for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the Term[***].

License Grant. Subject to the terms and conditions of this Agreement ------------- and the Certificate of Incorporation, Licensor hereby grants to Licensee an exclusive (with respect to PC Access Services, TV Access Services and Wireless Access Services and a non-exclusive (except as provided in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth in this Agreement, WU hereby grants to SIGA and SIGA hereby accepts, the subscriber agreements which are part of following license during the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below,Term in the Territory: (c) access3.1 A nonexclusive, display fee- and grant to Subscribers (with respect to PC Access Servicesroyalty-bearing license, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, including the right to access Content through Licensee Interactive Servicesgrant sublicenses, including AOL Services Content under the Intellectual Property, to make, have made, sell, offer for sale, use, and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers import Licensed Products in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf,Field. (e) use Licensor's Confidential Information and Licensed Products only 3.2 The right to grant sublicenses granted to SIGA under this Agreement is subject to the extent necessary (i) to allow Licensee to Launchfollowing conditions: 3.2.1 In each sublicense, provide, manage, administer SIGA must prohibit the Sublicensee from further sublicensing and market Licensee Interactive Services in require that the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and Sublicensee is subject to the terms and conditions set forth of the license granted to SIGA under this Agreement. 2.9.1 Trade, quantity and cash discounts 3.2.2 Within thirty days of the effective date of any sublicense, SIGA must send to WU a complete copy of the sublicense. If the original sublicense is written in a language other than English, then SIGA must also send to WU within the allotted time a translation of the sublicense written in English. 3.2.3 If SIGA enters bankruptcy or receivership, voluntarily or involuntarily, Sublicensing Revenue then or thereafter due to SIGA will, upon notice from WU to any Sublicensee, become owed directly to WU for the account of SIGA. WU will remit to SIGA any amounts received that exceed the sum actually owed by SIGA to WU. 3.2.4 Any sublicense granted by SIGA under this Agreement will remain in effect in the Content provider agreements which are part event that this Agreement is terminated prior to expiration. Any Sublicensee will automatically become a direct licensee of WU under the AOL Standard Forms rights originally sublicensed to it by SEGA provided the Sublicensee did not cause the termination of this Agreement and the Sublicensee agrees to comply with all the terms of this Agreement and to fulfill all the responsibilities of SIGA hereunder. 3.2.5 SIGA will be primarily liable to WU for all of SIGA's obligations contained in this Agreement. Any act or omission by a Sublicensee that would be a breach of this Agreement if imputed to SIGA will be deemed to be used a breach by Licensee pursuant SIGA of this Agreement. 3.3 The license "to have made" granted in Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee 3.1 means that SIGA or its Sublicensee may contract with a third party or parties to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the manufacture Licensed Products as reasonably necessary for SIGA or its Sublicensee. SIGA will require any contractors to conform such forms to the local languages, laws and business practices assume confidentiality obligations consonant with Article 6 of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the Termthis Agreement.

License Grant. Subject a. During the Term of this Agreement, Columbia grants to the Company, upon and subject to all the terms and conditions of this Agreement ------------- (including Section 3 hereof) (i) an exclusive, worldwide, irrevocable license under the Patent Rights, and the Certificate of Incorporation, Licensor hereby grants to Licensee an exclusive (with respect to PC Access Services, TV Access Services and Wireless Access Services and ii) a non-exclusive exclusive, worldwide, irrevocable license to the Know-How, in each case to discover, Develop, manufacture, have made, use, sell, offer to sell, have sold, import, export, and/or distribute, Licensed Products in the Field and throughout the Territory. b. Columbia grants to Company the right to grant sublicenses, provided that: (except i) the Sublicensee agrees to abide by and be subject to all the applicable terms and provisions of this Agreement applicable to Company; (ii) the Sublicensee shall have no further right to grant sublicenses under this Agreement without the prior written consent of Columbia, such consent not to be unreasonably withheld (it being understood that each further Sublicensee shall be subject to the provisions of this Section 2b to the same extent as provided if it was an initial Sublicensee hereunder); (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 Rights 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 Columbia consistent with the reporting provision of Section 2.9 below5a herein; (vi) with respect Company remains fully liable for the performance of its and its Sublicensee’s obligations hereunder; (vii) Company provides to Internet Portal ServicesColumbia copy of any executed sublicense agreement within thirty (30) days of such execution (redacted as necessary to exclude any Third Party confidential or proprietary information); 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 an Affiliate and/or sublicense, to discover, Develop and Commercialize Licensed 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 granted by Columbia to 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 Licensed Product used, sold, or distributed, by Company, Sublicensees, Designees, and their Affiliates in the 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), but subject the United States government is granted a nonexclusive, nontransferable, irrevocable, paid-up license to termination practice or have practiced for or on behalf of exclusivity pursuant the United States any Patent Rights throughout the Territory. d. All rights not specifically granted herein are reserved to Section 5 below, non-transferable (except Columbia. Except as expressly provided hereinunder this Section 2, no right or license is granted (expressly or by implication or estoppel) right and license within the Territory to: (a) implementby Columbia to Company or its Affiliates or Sublicensees under any tangible or intellectual property, transmitmaterials, displaypatent, copypatent application, perform and use the Licensed Products for the sole purpose oftrademark, and as necessary forcopyright, enabling Licensee to Launchtrade secret, operateknow-how, providetechnical information, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth in the subscriber agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and data or other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the Termproprietary right.

License Grant. Subject (a) NITROMED hereby grants to MERCK an exclusive, royalty bearing license in the Territory, with a right to sublicense as provided in subsection (c) below, under Patent Rights, NITROMED Information and Inventions, NITROMED's rights to the Joint Information and Inventions and NITROMED Know-How to practice under the Patent Rights, NITROMED Information and Inventions, NITROMED's rights to the Joint Information and Inventions and NITROMED Know-How, to the extent required to develop, make, have made, use, sell, offer to sell or import NO-Enhanced XXX-2 Compounds and Licensed Product(s) in the Field. (b) Any of NITROMED's rights to the Patent Rights, NITROMED Information and Inventions, NITROMED's rights to the Joint Information and Inventions and NITROMED Know-How not specifically licensed to MERCK pursuant to Section 3.1(a) shall be retained by NITROMED, including, but not limited to, any applications outside of the Field. NITROMED shall retain only the rights necessary under Patent Rights, NITROMED Information and Inventions, NITROMED's rights to the Joint Information and NITROMED Know-How, in the Field, to discover, develop, make and use a Licensed Product in the Territory and solely for the purpose of fulfilling its obligations under the Research Plan. (c) MERCK shall have the right to enter into sublicenses relating to the license granted in Sections 3.1(a) to Third Parties and/or Affiliates. Each such sublicense shall be subject and subordinate to, and consistent with, the terms and conditions of this Agreement ------------- Agreement, including but not limited to provisions related to confidentiality (Article IV), consequential damages, commercialization and development, record-keeping and audit provisions and shall provide that any such sublicensee shall not further sublicense. MERCK shall remain responsible for the Certificate performance of Incorporationits sublicensees, Licensor and shall ensure that any such sublicensees comply with the relevant provisions of this Agreement. In the event of a material default by any sublicensee under a sublicense agreement, MERCK will inform NITROMED and take such action which in MERCK's reasonable business judgment will address such default. (d) MERCK hereby grants to Licensee an exclusive (with respect to PC Access Services, TV Access Services and Wireless Access Services and NITROMED a non-exclusive (except as provided in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, to practice under the MERCK Know-How (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth in the subscriber agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Servicesincluding any related patents) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Merck Information and Licensed Products only Inventions to the extent necessary required to perform its obligations under this Agreement. At NITROMED's request, MERCK shall consider, on a case-by-case basis, the grant of a license to NITROMED under the MERCK Information and Inventions for use that (i) to allow Licensee to Launch, provide, manage, administer is outside the Field and market Licensee Interactive Services in the Territory, (ii) related to allow Licensee to developNO, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the Parties agreeing on the terms and conditions set forth of such license, including the amount of royalty payments, if any, provided that the decision whether to grant such license shall be in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use LicensorMERCK's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the Termdiscretion.

License Grant. Subject to the terms and conditions of this Agreement ------------- and the Certificate of Incorporation, Licensor 2.1 ACT hereby grants to Licensee an exclusive (with respect to PC Access Services, TV Access Services and Wireless Access Services and a non-exclusive (except as provided in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose ofPPL, and as necessary forPPL accepts, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth hereof, a worldwide, nonexclusive license in the subscriber agreements which are part FIELD OF USE to use the PATENT RIGHTS to make, have made, use, sell, lease and import LICENSED PRODUCTS. To the extent this grant includes a sublicense of any UMASS PATENT RIGHTS, such sublicense is subject to the relevant terms of the AOL Standard Forms UMASS LICENSE as it may be amended from time to time. 2.2 Notwithstanding the provisions of Section 13.11, PPL shall have the right to assign this Agreement in its entirety to a PERMITTED TRANSFEREE, provided that in any such assignment: (a) the assignment shall expressly prohibit any further assignment or transfer of this Agreement or the rights granted hereunder (including without limitation by sublicense) by the PERMITTED TRANSFEREE under the terms of this Section 2.2 and the assignment agreement shall be used by Licensee pursuant subject to Section 3.3 below,the consent of the University, which consent shall be granted or denied in the sole discretion of the University. (b) PPL shall consult with ACT and the University, and shall furnish ACT and the University with any proposed assignment agreement with the PERMITTED TRANSFEREE, to permit ACT and the University to engage in discussions with PPL (and the PERMITTED TRANSFEREE if appropriate) regarding the form and substance of the assignment agreement. Upon execution of the assignment agreement, PPL shall promptly provide ACT and the University with a fully executed copy of the agreement, which shall be deemed CONFIDENTIAL INFORMATION subject to the provisions of Article 10 of this Agreement. (c) accessUpon such assignment, display PPL’s rights and grant obligations under this Agreement shall cease, and the PERMITTED TRANSFEREE shall be substituted for PPL in all respects under the terms of this Agreement. 2.3 The license “to Subscribers (have made” granted in Section 2.1 means only that PPL may contract with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized a third party or parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, createmanufacture or sell LICENSED PRODUCTS on behalf of PPL. 2.4 Promptly following execution of this Agreement, procure, market, transmit, maintain, enhance, manage ACT shall provide PPL with all information and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject data relating to the terms PATENT RIGHTS and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to as may be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform allow PPL to exploit the license granted hereunder. 2.5 To the extent the University, the federal government or any other parties have rights in the PATENT RIGHTS pursuant to Article 2 of the UMASS LICENSE, the License granted hereunder is subject to such forms rights. 2.6 PPL acknowledges that a portion of the PATENT RIGHTS licensed to PPL hereunder is owned by the University and is licensed to ACT under the UMASS LICENSE. PPL acknowledges, understands and agrees that in the event the UMASS LICENSE is terminated for any reason pursuant to the local languages, laws and business practices provisions of the TerritoryUMASS LICENSE, this Agreement shall automatically be assigned to the University and PPL will thereafter make any payments due to ACT under this Agreement directly to the University. All Further, promptly following such termination, PPL and the University will enter into a direct license agreement reflecting the applicable terms of this Agreement and the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the TermUMASS LICENSE.

License Grant. Subject Back to the terms and conditions of this Agreement ------------- and the Certificate of Incorporation, Licensor hereby grants Celladon Servier would grant to Licensee Celladon: (i) an exclusive (even as to Servier), royalty-free, fully-paid, irrevocable and perpetual license, including the right to sublicense through multiple tiers of sublicense, under the Servier Technology and Servier’s interest in Joint Patents (each as defined below), to research, develop, make, have made, use, sell, have sold, offer for sale and import Selected Compounds and Products in the Field outside of the Territory, provided however that Celladon’s right to use preclinical and clinical efficacy data generated by Servier with respect to PC Access Servicesany Selected Compound and related Products would be subject to the reimbursement by Celladon of [...***...]% of the documented costs incurred by Servier in conducting the study(ies) pursuant to which such data was generated. The reimbursement obligation would be limited to the development costs of the pre-clinical and clinical studies that Celladon or its third party sublicensee wishes to use in the context of the NDA submission of the Products by or on behalf of Celladon or such third party licensee. Reimbursement would be due (i) no later than the date of NDA submission of the Products by or on behalf of Celladon, TV Access Services or (ii) if Celladon grants a third party sublicensee license rights to develop and/or commercialize the Products in the Field outside of the Territory (the “US Third Party License”), absent any agreement between the parties pursuant to the following sentence, promptly after Celladon notifies Servier on behalf of such third party sublicensee that such third party sublicensee wishes to use such data in an NDA, but in any event no later than NDA submission for the Products by such third party sublicensee. Without prejudice to the foregoing, promptly following the execution of the US Third Party License, Celladon would provide written notice to Servier identifying the pre-clinical and Wireless Access Services clinical studies that the third party sublicensee wishes to use in the context of the NDA submission of the Products by or on behalf of such third party licensee, following which Servier and Celladon and/or the third party sublicensee would enter into good faith discussion for a non-exclusive period up to [...***...] months regarding (except as provided i) the timing for the reimbursement by the third party sublicensee of [...***...]% of the documented costs incurred by Servier in Section 2.9 belowconducting such study(ies), and (ii) if acceptable to the third party sublicensee, a possible collaboration with respect to Internet Portal Servicesthe research and development of the Selected Compounds and the Products and the potential sharing of future costs and expenses in connection mutually-agreed research and development activities; (ii) an exclusive (even as to Servier), but subject to termination of exclusivity pursuant to Section 5 belowroyalty-free, nonfully-transferable (except as expressly provided herein) right paid, irrevocable and license within the Territory to: (a) implementperpetual license, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth in the subscriber agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, including the right to access Content sublicense through Licensee Interactive Servicesmultiple tiers of sublicense, including AOL Services Content under the Servier Technology and Servier’s interest in Joint Patents, to research, develop, make, have made, use, sell, have sold, offer for sale and import Celladon Compounds (other Content, but excluding Restricted Content, (dthan Selected Compounds) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in Field outside of the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, ; and (iii) an exclusive, worldwide, royalty-bearing, fully-paid, irrevocable and perpetual license, including the right to allow Content providers sublicense through multiple tiers of sublicense, under the Servier Technology and Servier’s interest in Joint Patents, to research, develop, createmake, transmithave made, procureuse, marketsell, maintainhave sold, enhanceoffer for sale and import Collaboration Compounds (excluding Selected Compounds and Excluded Compounds) outside of the Field. Celladon would pay Servier (a) royalties at a rate of [...***...]% of the net sales of any product containing one or more of any such Collaboration Compounds (the “Other Product”), manage and administer Content pursuant and subject (b) the following milestone payments with respect to the terms first and conditions set forth in second Other Products reaching such milestones provided, however, that if (i) the Content provider agreements which are part development of an Other Product for a particular indication is abandoned after one or more of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, milestone payments has been made and (fii) use Licensor's training an Other Product containing a different Collaboration Compound (excluding Selected Compounds and technical support Excluded Compounds) is developed for the sole purpose of enabling Licensee same indication as such dropped Other Product, then Celladon shall be entitled to Launch, operate, provide credit any and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary all milestone payments previously made with respect to conform such forms dropped Other Product toward milestone payment obligations accruing with respect to the local languages, laws and business practices replacement Other Product: Acceptance of the Territory. All filing of a first Marketing Authorization Application for the first Other Product by the EMA: [...***...] Euros Acceptance of the foregoing rights are granted solely filing of a first Marketing Authorization Application for the second Other Product by the EMA: [...***...] Euros First grant of a Marketing Authorization for the first Other Product by the European Commission following advice of the EMA: [...***...] Euros First grant of a Marketing Authorization for the second Other Product by the European Commission following advice of the EMA: [...***...] Euros Acceptance of the filing of a first New Drug Application by the FDA for the first Other Product: [...***...] Euros Acceptance of the filing of a first New Drug Application by the FDA for the second Other Product: [...***...] Euros Approval of the first New Drug Application for the first Other Product by the FDA: [...***...] Euros Approval of the first New Drug Application for the second Other Product by the FDA: [...***...] Euros Acceptance of the filing of a first Marketing Authorization Application for the first Other Product in connection with Japan: [...***...] Euros Acceptance of the Launch, operation, provision, management and administration filing of Licensee Interactive Services during a first Marketing Authorization Application for the Term.second Other Product in Japan: [...***...] Euros First grant of a Marketing Authorization for the first Other Product in Japan: [...***...] Euros First grant of a Marketing Authorization for the second Other Product in Japan: [...***...] Euros

License Grant. 2.1 Subject to all other provisions of this Agreement, Xx. Xxxxxxx hereby grants to Spectranetics a world-wide exclusive, nontransferable, personal, sublicenseable only to those companies against which Spectranetics enforces the Xxxxxxx Patents pursuant to Section 8 of this Agreement, revocable, royalty-bearing license under the Xxxxxxx Patents to make, use, offer for sale, import, sell, or otherwise dispose of Licensed Catheters. 2.2 The license granted under this Agreement shall not be construed to convey to Spectranetics any additional rights to the Xxxxxxx Patents, including but not limited to title or ownership rights. Subject to the terms following restrictions, Xx. Xxxxxxx grants Spectranetics a limited right to have Licensed Catheters made (“have made”) by Spectranetics’s manufacturers (OEMs) of the Licensed Catheters, whose number should not exceed three OEMs in any calendar year. Spectranetics shall contractually restrict and conditions require that Spectranetics’s OEMs shall only manufacture Licensed Catheters exclusively for Spectranetics and shall not manufacture, transfer, or sell them to any other entity, and that the number of such Licesensed Catheters made by Spectranetics’ OEM shall not exceed the number of Licensed Catheters Spectranetics purchases from Spectranetics’ OEMs. Spectranetics shall use its best efforts to select only reputable OEMs with no known prior instances of unauthorized manufacture and sale, and to ensure Spectranetics’ OEMs actual compliance with these restrictions. Upon notice from Xx. Xxxxxxx that Spectranetics’ OEMs are engaged in unauthorized manufacturing, offerings for sale, importation, use, or sales of the Licensed Catheters to third parties, Spectranetics shall expeditiously take steps to stop the OEM from the unauthorized manufacture and sale of the catheters, and if the OEM fails to do so, terminate its agreement with the noncompliant OEM and expeditiously institute and prosecute, at its own expense, an action seeking to stop the noncompliant OEM from continuing such unauthorized acts. 2.3 The license granted under this Agreement ------------- shall continue in full force and effect from the Certificate Effective Date until January 4, 2020, unless this Agreement is earlier terminated in accordance with section 10 herein. 2.4 In the event Spectranetics fails to make a quarterly royalty payment in excess of Incorporation$135,000 in a quarter, Licensor hereby grants to Licensee this license grant shall convert from an exclusive (license to a non-exclusive, nontransferable, personal, nonsublicenseable, revocable, royalty-bearing license under the Xxxxxxx Patents to make, use, offer for sale, import, sell, or otherwise dispose of Licensed Catheters with respect no reduction or change to PC Access Services, TV Access Services the royalty rate and Wireless Access Services and other obligations of Spectranetics under this Agreement. Any sublicense executed prior to the conversion of the exclusive license to a non-exclusive license shall remain valid. 2.5 Within ten (except as provided in Section 2.9 below10) days of the Effective Date of this Agreement, the parties shall execute and file with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use Court the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services Consent Judgment in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth in the subscriber agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the Termform attached hereto.

License Grant. Subject 2.1 In accordance with the terms and conditions of this agreement, XXXXX hereby grants to RPM, as of the Effective Date and until terminated according to the terms hereof, a non-transferable, irrevocable (except to the extent provided in Section 8.2), right and license to use the Licensed Technology (a) to develop, manufacture, use, sell, and otherwise distribute the Licensed Products and to perform Licensed Processes and (b) to sublicense without the right to further sublicense, the use of the Licensed Technology to third parties to manufacture Licensed Products. All sublicenses shall be executed pursuant to an agreement approved by both Parties. RPM's rights and licenses hereunder shall extend to the benefit of its Affiliates, provided that each Affiliate assumes and agrees in writing to abide by the obligations, including the obligation to pay royalties under Article 3 herein, and to permit XXXXX to audit its records as provided herein in accordance with Section 8.1 and restrictions established hereunder. RPM shall be responsible for any breach of the terms and conditions of this Agreement ------------- and the Certificate of Incorporation, Licensor hereby grants to Licensee an exclusive (with respect to PC Access Services, TV Access Services and Wireless Access Services and a non-exclusive (except as by its Affiliates. 2.2 The license grant provided in Section 2.9 below2.1 shall be exclusive except for a previously approved License Agreement to Xxxxxx Manufacturing owned and operated by Xxxx Xxxxx and Xxxxxxx Xxxxxx, if said License Agreement (attached hereto as Exhibit B) is executed within 30 days of the execution of this License Agreement with respect RPM. Otherwise, no such License shall be granted to Internet Portal Services)Xxxxxx Manufacturing without the expressed and written consent of RPM. 2.3 In conjunction with the license of the Licensed Technology provided in this Agreement, but subject XXXXX covenants and agrees to termination fully disclose all Licensed Technology to RPM and all Know-How and background information in XXXXX'x possession that is reasonably necessary for RPM to utilize the Licensed Technology. 2.4 XXXXX agrees to make a good faith and reasonable effort to perfect legal ownership and clear title to his roofing technology and the technology being licensed to RPM under this License Agreement. This shall include filing a legal action with 30 days of exclusivity pursuant the execution of this Agreement if G. E. Composites, L. L. C., an Indiana limited liability company (hereinafter "GE Composites") which is a wholly owned subsidiary of Environmental Recycled Products, L. L. C., an Indiana limited liability company (hereinafter "Environmental") and all its owners and/or members, individually, do not agree in writing to Section 5 below, non-transferable (except return the technology to XXXXX. Additionally XXXXX shall continue to improve and develop alternative technologies and blends for the manufacturer of plastic roofing material as expressly provided herein) right part of his on going obligations under this License Agreement. All new technologies and license blends shall be included and covered by this License Agreement. 2.5 RPM agrees as part of this License Agreement to purchase all production line equipment necessary for the manufacture of the roofing tiles through Honey Creek Machinery and Turn Key Plastic Systems as long as the price per line is within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services in the Territory as contemplated herein, (b) sublicense the Client Product to Subscribers pursuant and subject to the terms and conditions set forth in the subscriber agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (c) access, display and grant to Subscribers (with respect to PC Access Services, TV Access Services and Wireless Access Services) and to users of Licensee's Internet Portal Services, the right to access Content through Licensee Interactive Services, including AOL Services Content and other Content, but excluding Restricted Content, (d) fair market and distribute the Client Product to potential Subscribers in the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the terms and conditions set forth in the Content provider agreements which are part of the AOL Standard Forms to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the Termprice.

License Grant. (a) Subject to the terms and conditions of this Agreement ------------- Agreement, including, without limitation, the license payments and the Certificate of Incorporationroyalty provisions in Sections 5 and 6 below, Licensor Corixa hereby grants to Licensee SB an exclusive (license, with respect the right to grant sublicenses, under Corixa Patents, Joint Research Program Patents, Know-How and any SPC to make, have made, use, have used, sell, offer for sale, have sold, keep and import any and all Products in the Licensed Field in the Territory, in any formulation, configuration, combination and/or with any delivery system. For purpose of clarity, the foregoing license shall include rights of SB to Corixa Antigens and/or Research Program Antigens in and outside the PC Access Services, TV Access Services and Wireless Access Services and a non-exclusive (except as provided Field but in the Licensed Field; any commercial use of such Corixa Antigens and/or Research Program Antigens shall be subject to the royalties set forth in Section 2.9 below) with respect to Internet Portal Services), but subject to termination of exclusivity pursuant to Section 5 below, non-transferable (except as expressly provided herein) right and license within the Territory to: (a) implement, transmit, display, copy, perform and use the Licensed Products for the sole purpose of, and as necessary for, enabling Licensee to Launch, operate, provide, manage and administer Licensee Interactive Services 6 in the Territory same manner as contemplated herein,royalties are paid on Products thereunder. (b) sublicense In the Client event that a governmental agency in any country or territory grants or compels Corixa to grant a license to any Third Party for product(s) that compete(s) with Product, SB shall have the benefit in such country or territory (and any other country into which products that compete with Product are sold by such Third Party compulsory licensee) of the terms granted to Subscribers pursuant and subject such Third Party to the extent that such terms and conditions set forth in are more favourable to the subscriber agreements which are part of the AOL Standard Forms Third Party than those granted to be used by Licensee pursuant to Section 3.3 below,SB under this Agreement. (c) accessDuring the Research Program Term, display if Corixa or SB believes that technology related to the subject matter of the Research Program that is controlled by a Third Party including GenQuest Inc., which may include new Antigens, adjuvants and/or Blocking Patents ("Additional Technology") would be valuable or necessary to the Research Program in the Licensed Field hereunder, Corixa or SB as appropriate shall present such Additional Technology, along with a written report with respect thereto to the Joint Research Team. The Joint Research Team shall then determine, except for Blocking Patents which shall be at SB's sole discretion subject to other provisions contained herein, whether licenses to, and/or acquisitions of, such Additional Technology should be made, the party that shall approach and grant to Subscribers (negotiate with any Third Party(ies) and the terms of any agreement(s) with any Third Parties, including, without limitation, payments for sponsored research. No such Third Party license and/or acquisition shall be effective with respect to PC Access ServicesSB unless and until SB has specifically agreed in writing to abide by the applicable terms and conditions of any such license and/or acquisition, TV Access Services and Wireless Access Services) and to users make such payments and/or royalties as are mutually agreed to by the parties and provided further that the access to and acquisition of Licensee's Internet Portal Servicesany Blocking Patents shall be decided by SB at its entire discretion, provided however that if Corixa disagrees on the acquisition by SB of a Blocking Patent, the right matter shall be submitted for resolution to access Content through Licensee Interactive Servicesthe CEO of Corixa and the Senior Vice President and General Manager of SB. In case of persistent disagreement, including AOL Services Content the matter shall be submitted to arbitration pursuant to Section 12 below. In any event, the parties shall behave reasonably and other Contentadopt a standard of reasonableness in their assessment of the matter. Notwithstanding the foregoing, but excluding Restricted Content,this Paragraph 4(c) shall not be deemed to preclude either party from acquiring Additional Technology. (d) market and distribute Corixa hereby grants SB an option during a [***] period from the Client Product end of the Research Program to potential Subscribers in acquire an exclusive license under any Corixa Patents filed by Corixa and/or Know-How developed by Corixa during said [***] period and/or which are owned and/or controlled by Corixa and/or under which Corixa otherwise has the Territory directly and through authorized third parties that so market and distribute on Licensee's behalf, (e) use Licensor's Confidential Information and Licensed Products only right to the extent necessary (i) to allow Licensee to Launch, provide, manage, administer and market Licensee Interactive Services in the Territory, (ii) to allow Licensee to develop, create, procure, market, transmit, maintain, enhance, manage and administer Content grant licenses for use in connection with Licensee Interactive Services, and (iii) to allow Content providers to develop, create, transmit, procure, market, maintain, enhance, manage and administer Content pursuant and subject to the PC Field during a period of [***] after the Research Program Term as may be extended. License terms and conditions set forth with respect to licensing-in such Corixa Patents and/or Know-How shall be negotiated in good faith between the parties taking into account the value of such Corixa Patents and/or Know-How and their contribution to the successful development of Product in the Content provider agreements which are part PC Field, but shall in no event have the effect of rendering the AOL Standard Forms terms of this Agreement less favourable to be used by Licensee pursuant to Section 3.3 below, (f) use Licensor's training and technical support for the sole purpose of enabling Licensee to Launch, operate, provide and manage, and administer Licensee Interactive Services as contemplated herein, and (g) translate and modify online forms included within the Licensed Products as reasonably necessary to conform such forms to the local languages, laws and business practices of the Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and administration of Licensee Interactive Services during the TermCorixa than those currently agreed upon.