Common use of License Grant Clause in Contracts

License Grant. 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 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 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 a 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, 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. (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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.

License Grant. 3.1 HMGU Subject to the terms and conditions of this Agreement ------------- and the Certificate of Incorporation, Licensor hereby grants LICENSEE the to Licensee an 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 PC Access Services, TV Access Services 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 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 Wireless Access Services and irrevocable right to use the 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 a 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, 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. (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 license to the PATENT RIGHTS to a non-exclusive 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 (except as provided in Section 3.4. 3.6 LICENSEE hereby grants 2.9 below) with respect to HMGU a non-exclusiveInternet Portal Services), royalty-freebut subject to termination of exclusivity pursuant to Section 5 below, non-sublicensabletransferable (except as expressly provided herein) right and license within the Territory to: (a) implement, non-transferrabletransmit, non-commercial research licensedisplay, 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 for research 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 in co-operations with other universities or research institutions, to new developments, modifications Licensor's Confidential Information and improvements of the technology covered by the PATENT RIGHTS, 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 new developmentsforms to the local languages, modifications or improvements could not be practiced without laws and business practices of the PATENT RIGHTS Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and are created by LICENSEE or any administration of its sublicensees; provided, that such license will not include rights to commercially use LICENSED PRODUCTS or LICENSED SERVICES themselvesLicensee Interactive Services during the Term.

License Grant. 3.1 HMGU UM and CCMB hereby grants LICENSEE 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. 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 practice the PATENT RIGHTS in order to research, develop, make, use, offer YORK PATENTS 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 severalacademic research purposes. In addition, LICENSEE may grant non-exclusive research licensesthe Inventor, i.e. for further development and/or improvement of existing and/or for the development of novel LICENSED PRODUCTShis laboratory, 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 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 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 a research MTA. The LICENSEE acknowledges that the inventor […***…] has been granted the right to 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 MATERIAL for his research at […***…]right to continue to treat patients who are currently being treated with DPPE. 3.3 YORK shall have the right to grant sublicenses on fair and reasonable terms and conditions consistent with the terms and conditions set out in this Agreement. In the event of a breach of a term of the sublicense by a SUBLICENSEE (i) LICENSEE the "SUBLICENSEE'S breach"), York shall use […***…] efforts forthwith proceed to develop or have developed at least one LICENSED PRODUCT and/or LICENSED SERVICEenforce the terms of the sublicense and shall further bear all costs related thereto, thereby eliminating, as against the case may beUniversity or CCMB, the effect of any such SUBLICENSEE's breach. YORK agrees to keep UM and CCMB informed of any material sublicensing discussions and further to obtain the necessary regulatory approvals in the major market countries (US, EU) as far as required provide UM and to market CCMB each with a true copy of any and sell LICENSED PRODUCTS and/or LICENSED SERVICESall sublicensing agreements entered into by YORK and a SUB-LICENSEE. (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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.

License Grant. 3.1 HMGU Subject to the terms and conditions of this Agreement, Access, on behalf of itself and its Affiliates, hereby grants LICENSEE to AMAG and its Affiliates (i) an exclusive (even as to Access and its Affiliates), royalty-bearing license, with the exclusive right to use and practice grant sublicenses, to the PATENT RIGHTS Access Intellectual Property Rights in order the Territory to researchuse, developimport, make, usehave imported, offer for sale sale, sell, manufacture and sell LICENSED PRODUCTS and LICENSED SERVICES Commercialize the Device for the treatment of all diseases or conditions of the oropharyngeal cavity, including but not limited to, mucositis (such uses are the “Field”), 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 Territory 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 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 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 a 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, 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. (ii) Within […***…] from solely upon the EFFECTIVE DATEoccurrence of a Specified Event, 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 license to the PATENT RIGHTS to a non-exclusive license by written notice license, with the right to LICENSEEgrant sublicenses, if LICENSEE cannot achieve clinical to make and have made the Devices anywhere in the world solely for sale and use in the Territory. The right of AMAG to grant sublicenses under this Section 2.1 is subject to the requirement that each such sublicense shall be in writing and shall 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 AMAG hereunder in the applicable portion of the Clo51-technology within Territory (specifically including the aforementioned time. 3.5 On March 1st obligation to make reports and keep and maintain records of each CONTRACT YEARsales to at least the same extent as required under this Agreement), LICENSEE shall submit (iii) allowing Access the same access and audit rights with respect to HMGU a written report specifically stating the measures taken such records as permitted with respect to AMAG’s records hereunder, and the progress made in order to achieve the development goals defined in Section 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered (iv) prohibiting further sublicensing by the PATENT RIGHTSsublicensee. AMAG shall at all times remain responsible for the [***] 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, to the extent such new developments, modifications or improvements could not be practiced without the PATENT RIGHTS and are created by LICENSEE or AS AMENDED. performance of any of its sublicensees; provided. AMAG shall provide an un-redacted copy of each sublicense it enters into to Access promptly following execution. This Agreement does not convey to AMAG any rights in any Access Intellectual Property Rights, that such license will not include Access Patent Rights or any other intellectual property rights of Access by implication, estoppel or otherwise except for the rights expressly granted in this Section 2.1. Title to commercially use LICENSED PRODUCTS or LICENSED SERVICES themselvesthe Access Intellectual Property Rights, Access Patent Rights and any other intellectual property rights of Access shall at all times remain vested in Access.

License Grant. 3.1 HMGU hereby 2.1 LICENSOR grants to LICENSEE for the exclusive term of this AGREEMENT an exclusive, world-wide right and license, with the right to use and practice the PATENT RIGHTS in order grant sublicenses, to research, develop, make, usehave made, offer for sale use and sell LICENSED PRODUCTS and LICENSED SERVICES PRODUCT(S) in the FIELDFIELD OF USE. No other rights or licenses are granted hereunder. 3.2 LICENSEE may 2.2 The right to 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 conferred upon LICENSEE under this agreement in a written statement AGREEMENT is subject to HMGU, in particular reporting and payment obligations while leaving LICENSEE’s obligations unaffected; with regard to financial obligationsthe following conditions: 2.2.1 In each such sublicense, the respective LICENSEE’s and sublicensee’s obligations sublicensee shall be joint prohibited from further sublicensing and severalshall be subject to the terms and conditions of the license granted to LICENSEE under this AGREEMENT. 2.2.2 LICENSEE shall forward to LICENSOR, within thirty (30) days of execution, a complete and accurate copy written in the English language of each sublicense granted hereunder. In addition, LICENSEE may grant non-exclusive research licenses, i.e. for further development and/or improvement LICENSOR’S receipt 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 not constitute an approval of such sublicense or 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 waiver of any sublicense agreement to HMGU of LICENSOR’S rights or LICENSEE’S obligations hereunder. 2.2.3 If LICENSEE becomes subject to a BANKRUPTCY EVENT, all payments then or thereafter due and owing to LICENSEE from its sublicensees shall upon notice from LICENSOR to any such sublicensee become payable directly to LICENSOR for the right account of LICENSEE; provided however, that LICENSOR shall remit to redact sensitive information within LICENSEE the amount by which such agreement that is not necessary for HMGU payments exceed the amounts owed by LICENSEE to enforce its rights hereunder. LICENSEE will remain responsible for each of its respective sublicensees’ compliance with the terms of this Agreement as well as sub-sublicensees’ compliance with the terms of this Agreement through applicable tiersLICENSOR. 3.3 HMGU retains a free of charge, non-exclusive, sublicensable and irrevocable right to use the 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 a 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, 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. (ii) Within […***…] from the EFFECTIVE DATE2.2.4 Notwithstanding any such sublicense, LICENSEE shall obtain remain primarily liable to LICENSOR for all of the LICENSEE’S duties and obligations contained in this AGREEMENT, and any act or omission of a preclinical proof sublicensee which would be a breach 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 this AGREEMENT if performed by LICENSEE within the abovementioned period, LICENSEE and HMGU shall discuss amicably possible measures be deemed to overcome the respective problems. (iii) In addition, LICENSEE shall have initiated be a phase I/II clinical study involving the Clo51-technology within […***…] years after the EFFECTIVE DATE. HMGU is allowed to change the exclusive license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTS, to the extent such new developments, modifications or improvements could not be practiced without the PATENT RIGHTS and are created breach by LICENSEE or any of its sublicensees; provided, that such license will not include rights to commercially use LICENSED PRODUCTS or LICENSED SERVICES themselvesthis AGREEMENT.

License Grant. 3.1 HMGU (a) Subject to the terms of this Agreement, Sutro hereby grants LICENSEE to SutroVax an exclusive, royalty-bearing license, under Sutro Patents and Sutro Know-How, with the exclusive right to use grant and practice authorize sublicenses in accordance with Section 4.3 (only with respect to the PATENT RIGHTS in order rights granted under the following sub-clause (i)), solely to (i) research, develop, makedevelop , use, sell, offer for sale sale, export, import or otherwise exploit Vaccine Compositions, and sell LICENSED PRODUCTS (ii) to manufacture, itself or through any CMO established or approved by Sutro pursuant to Section 3.2, both cGMP grade and LICENSED SERVICES in the FIELD. 3.2 LICENSEE may sublicense the rights granted to it non-cGMP grade Vaccine Compositions from Extracts obtained from Sutro or any CMO established or approved by Sutro as described in Section 3.1 to third parties through multiple tiers3.1, provided that in each case in the respective sublicensee assumes all obligations Territory during the Term in accordance with the terms of the LICENSEE under this agreement 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 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 severalsublicense by SutroVax. In addition, LICENSEE may grant non-it is understood and agreed that: (A) If components of a Vaccine Composition (such as an adjuvant) can be used for purposes other than a Vaccine Composition, the exclusive research licenseslicense under this Section 4.1 shall not be deemed to restrict Sutro from using, i.e. licensing or otherwise exploiting such components for further development and/or improvement such other purposes (i.e., purposes 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 existing and/or such specific immune response); and (B) If a Vaccine Composition or component thereof can be used for the development purposes other than those permitted under Section 1.32, such use shall not be deemed licensed under this Section 4.1, but a third party’s use or administration of novel LICENSED PRODUCTS, a composition for such an unpermitted use shall not cause such composition to TRANSPOSAGEN or HERAcease being a Vaccine Composition, provided that SutroVax uses diligent efforts to prevent such sublicense unpermitted use. (b) For clarity, SutroVax [***], and shall ensure that use the payments Extracts supplied to HMGU are equal it by Sutro or a CMO authorized by Sutro solely to express Vaccine Compositions in the payments Territory solely for use in conjunction with the sublicensee would have to make to HMGU if it was a direct licensee of HMGU with respect to exercise, and within the subject matter scope, of the research license. LICENSEE will inform HMGU about ongoing negotiations with a potential sublicensee and will forward a copy of any sublicense agreement license granted in Section 4.1(a). (c) Subject 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 of this the Agreement and except as well as sub-sublicensees’ compliance with otherwise set forth hereunder, Sutro shall not, during the terms Term, provide Extract or Vaccine Compositions to any Third Party for uses that would be within the scope of this Agreement through applicable tiers. 3.3 HMGU 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 a free of charge, non-exclusive, sublicensable and irrevocable right to use the 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 a research MTA. The LICENSEE acknowledges that the inventor […***…] has been granted the right (i) to produce Extracts, to supply Extracts to SutroVax and Third Parties, and to authorize CMOs to produce Extracts, in each case for purposes of manufacturing Vaccine Compositions for SutroVax and its designees; and (ii) to perform Sutro’s obligations under Article 3, and (B) as between the Parties, Sutro retains all rights to produce, use and exploit Extracts outside the MATERIAL for his research at […***…]Vaccine Field. (id) LICENSEE shall use […***…] efforts to develop or have developed at least one LICENSED PRODUCT and/or LICENSED SERVICENotwithstanding the foregoing, as the case may be, and to obtain the necessary regulatory approvals in the major market countries (USevent 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-, EU) as far as required and to market and sell LICENSED PRODUCTS and/or LICENSED SERVICES. (ii) Within […***…] from the EFFECTIVE DATEfee- or other similar basis, 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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTSthen, to the extent Sutro has the right to grant a license to such new developmentsSutro Know-How or Sutro patents under Section 4.1(a), modifications or improvements could not the inclusion of such Sutro Know-How and Sutro Patents in such license shall be practiced without conditioned upon the PATENT RIGHTS and are created Parties’ mutual written agreement for SutroVax to reimburse Sutro for any amount payable by LICENSEE or any Sutro to such Third Party as a result of SutroVax’s exercise of its sublicensees; providedlicense to such Sutro Know-How and Sutro Patents under this Agreement. (e) Notwithstanding anything to the contrary, that such license will not include rights this Agreement, including the licenses granted under this Section 4.1 shall be subject to, and limited by, the terms of the [***] In-License, and SutroVax agrees to commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.comply with the terms set forth in Exhibit E.

License Grant. 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 (a) In consideration 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 faithful performance by Licensee with respect to the subject matter Licensed Marks of the research license. LICENSEE will inform HMGU about ongoing negotiations with a potential sublicensee covenants and will forward a copy of any sublicense agreement to HMGU conditions contained herein and 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 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 chargetermination provisions contained in Paragraph 2 hereof, non-exclusive, sublicensable and irrevocable right to use the 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 a 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, 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. (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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE Licensor hereby grants to HMGU Licensee a non-exclusive, royalty-freefree license for the License Term to use the Licensed Marks, non-sublicensablewith right to sublicense, non-transferrableso long as Licensee continues to meet the quality 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, non-commercial research licenseand 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 research use in co-operations 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 if such acts or omissions were made by Licensee directly. (b) Included within the Licensed Marks are “Discrete SPX Marks” defined as the ▇▇▇▇ SPX with discrete modification as depicted on Schedule B, along with any other universities or research institutions, to new developments, modifications and improvements discrete modification(s) of the technology covered ▇▇▇▇ SPX as deemed necessary by Licensee from time to time, provided however, that prior to adoption and use of any such discrete modification(s) of the PATENT RIGHTSSPX ▇▇▇▇, 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 the extent such new developmentsby Licensor. (c) Except with respect to Discrete SPX Marks, modifications or improvements could not be practiced without the PATENT RIGHTS and are created by LICENSEE or neither Licensee nor any of its sublicensees; providedsuccessors in interest shall use a Licensed ▇▇▇▇ in connection with any product or service that directly competes with the “Flowco Business” (as defined in Section 1.1 of the Separation Agreement) or with any packaging, advertising, promotional, marketing or other written, audio or electronic materials, including but not limited to, use on websites or the internet that are illegal or that would reflect negatively on the goodwill associated with the Licensed ▇▇▇▇ or otherwise dilute the value of the Licensed ▇▇▇▇. (d) Licensor agrees that it shall not use the Discrete SPX Marks, except in a manner that would constitute “fair use” under applicable law if any unaffiliated third party made such license use. Licensee agrees that it shall not use the ▇▇▇▇ “SPX FLOW” except in a manner that would constitute “fair use” under applicable law if any unaffiliated third party made such use. (e) Licensee agrees that it will do nothing inconsistent with the Licensor’s ownership of any of the Licensed Marks and shall not claim adversely to Licensor, or assist any third party in attempting to claim adversely to Licensor, with regards to such ownership. Licensee agrees that it will not include rights challenge the title of the Licensor to commercially use LICENSED PRODUCTS any of the Licensed Marks, oppose any registration thereof, or LICENSED SERVICES themselveschallenge the validity of this Agreement or the license granted hereunder.

License Grant. 3.1 HMGU Subject to the terms and conditions herein (including Sections 2.3 and 2.4), effective as of the Closing Date, Maxygen hereby grants LICENSEE to Bayer, and shall cause its Affiliates to grant to Bayer, and Bayer hereby accepts, irrevocable (except as set forth in Section 4.4 and/or 8.4.1), royalty-free licenses under the Enabling Technology in the Territory, as follows: (A) an exclusive license, during the applicable Exclusivity Period for each Bayer Exclusive Protein, on a protein-by-protein basis, to practice the Enabling Technology to Shuffle the Bayer Exclusive Proteins, with the right to use and practice the PATENT RIGHTS in order to research, develop, make, have made, use, import, sell, offer for sale sale, market and sell LICENSED PRODUCTS and LICENSED SERVICES in otherwise commercially exploit the FIELD. 3.2 LICENSEE may sublicense the rights granted to it in Section 3.1 to third parties through multiple tiersResulting Products, 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 solely 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 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 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 a research MTA. The LICENSEE acknowledges that the inventor […***…] has been granted the right to use the MATERIAL for his research at […***…].Permitted Uses; and (iB) LICENSEE shall use […***…] efforts to develop or have developed at least one LICENSED PRODUCT and/or LICENSED SERVICE, 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. (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 license to the PATENT RIGHTS to a non-exclusive license by written notice to LICENSEE, if LICENSEE cannot achieve clinical use practice the Enabling Technology to Shuffle any and all proteins (except any of the Clo51Maxygen Exclusive Proteins during the applicable Exclusivity Period for such Maxygen Exclusive Protein), with the right to develop, make, have made, use, import, sell, offer for sale, market and otherwise commercially exploit the Resulting Products, in each case solely for the Permitted Uses. The licenses in (A) and (B) above shall include the right to use consultants, temporary employees and/or other Third Party service providers to perform, under a written contract containing confidentiality provisions no less restrictive than those in this Agreement and containing a covenant from such Third Party not to practice the Enabling Technology and/or improvements thereto except as set forth in this paragraph until expiration, on a patent-technology by-patent basis, of applicable Patent Rights within the aforementioned time. 3.5 On March 1st Enabling Patents, activities on behalf of each CONTRACT YEAR, LICENSEE shall submit to HMGU a written report specifically stating Bayer in the measures taken and the progress made in order to achieve the development goals defined in Section 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements practice of the technology covered Enabling Technology and/or improvements thereto, provided that (i) such Third Party service provider acquires no rights in the Enabling Technology and/or improvements thereto and (ii) all Shuffling shall only be conducted at a Bayer Research Facility. Bayer shall be responsible to ensure the compliance with applicable confidentiality terms set forth herein (including the restrictions both on disclosure and on use) by the PATENT RIGHTS, to the extent any and all 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselvesThird Party service providers.

License Grant. 3.1 HMGU Subject to the terms and conditions of this Agreement ------------- and the Certificate of Incorporation, Licensor hereby grants LICENSEE the to Licensee an 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 PC Access Services, TV Access Services 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 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 Wireless Access Services and irrevocable right to use the 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 a 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, 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. (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 license to the PATENT RIGHTS to 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 by written notice 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 LICENSEELaunch, if LICENSEE cannot achieve clinical use 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 Clo51-technology within 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 aforementioned time. 3.5 On March 1st of each CONTRACT YEAR, LICENSEE shall submit right to HMGU a written report specifically stating the measures taken and the progress made in order to achieve the development goals defined in Section 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-sublicensable, non-transferrable, non-commercial research licenseaccess Content through Licensee Interactive Services, including for research 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 in co-operations with other universities or research institutions, to new developments, modifications Licensor's Confidential Information and improvements of the technology covered by the PATENT RIGHTS, 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 new developmentsforms to the local languages, modifications or improvements could not be practiced without laws and business practices of the PATENT RIGHTS Territory. All of the foregoing rights are granted solely in connection with the Launch, operation, provision, management and are created by LICENSEE or any administration of its sublicensees; provided, that such license will not include rights to commercially use LICENSED PRODUCTS or LICENSED SERVICES themselvesLicensee Interactive Services during the Term.

License Grant. 3.1 HMGU hereby 2.1 ALLIANCE grants LICENSEE to HMRI on a worldwide exclusive basis the exclusive right rights and licenses under the Patents and ALLIANCE's Know-How solely to use and practice the PATENT RIGHTS in order to researchuse, develop, makemanufacture, usehave manufactured, offer for sale market, sell, and sell LICENSED PRODUCTS and LICENSED SERVICES distribute Products in the FIELDTerritory for the Field of Use. 3.2 LICENSEE 2.2 The rights and licenses granted hereunder may sublicense be sublicensed by HMRI to a Third Party in any country in the Territory. HMRI may sell Products through its Affiliates in any country in the Territory or grant sublicenses to its Affiliates in any country of the Territory. At the request of HMRI, ALLIANCE will extend the rights and licenses granted herein to it an Affiliate of HMRI on a direct basis in Section 3.1 any country of the Territory. Notwithstanding the granting of a sublicense to third parties through multiple tiersa Third Party or an Affiliate or a direct license to an Affiliate, provided that in each case the respective sublicensee assumes 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 LICENSEE under this agreement Products 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 any country 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 of this Agreement as well as sub-sublicensees’ compliance with the terms of this Agreement through applicable tiersTerritory. 3.3 HMGU retains a free 2.3 For ** receipt of chargewhich is hereby acknowledged, non-exclusive, sublicensable and irrevocable right to use the 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 a 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, 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. (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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE ALLIANCE hereby grants to HMGU a nonHMRI for the term of this Agreement, an option to obtain an assignment of ALLIANCE's right, title, and interest in and to the NDA for IMAGENT-exclusiveRegistered Trademark- GI, royalty-free, non-sublicensable, non-transferrable, non-commercial research license, including an oral contrast agent for research use in co-operations with other universities magnetic resonance imaging. Such option may be exercised upon the payment of ** to ALLIANCE. Such assignment will be valid for the term of this Agreement. 2.4 Neither ALLIANCE, HMRI nor any of their Affiliates shall use, develop, manufacture, have manufactured, market, sell, or research institutionsdistribute any Directly Competitive Product in the United States, to new developments, modifications and improvements of the technology covered by the PATENT RIGHTS, to the extent such new developments, modifications Japan or improvements could not be practiced without the PATENT RIGHTS and are created by LICENSEE a Major European Country. If HMRI or any of its sublicenseesAffiliates 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 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. 2.5 HMRI agrees to use its reasonable best efforts to develop and commercialize the Products in each of the United States, Japan and each Major European Country and will abide by and be subject to the terms of the agreements listed on Schedule 2.5 attached hereto between ALLIANCE or its Affiliates and Third Parties pertaining to the Patents and the Know-How; provided, provided that ALLIANCE shall remain responsible for complying with any monetary obligations to such license will not include rights to commercially use LICENSED PRODUCTS or LICENSED SERVICES themselvesThird Parties.

License Grant. 3.1 HMGU 4.1 Subject to the provisions of this Article 4.1 and Articles 4.4 and 4.5 hereof, CMCC hereby grants LICENSEE to and Merz hereby accepts from CMCC the exclusive right and fully transferable and/or sublicenseable license to use and practice the PATENT RIGHTS CMCC Patents, as listed in order Exhibit A hereto, to research, develop, make, usehave made, offer for sale use and sell LICENSED PRODUCTS and LICENSED SERVICES market the Products in the FIELDTerritory in accordance with the terms and conditions described in this Agreement. Subject to Article 10 hereof, Merz shall have the right, at its sole option, to further research and develop, or to conduct or have conducted further clinical studies, regarding Memantine for the CMCC Indications. Merz shall use its commercially reasonable efforts to require any Marketing Partner who manufactures Products as they pertain to the CMCC Indications for the sale in the United States of America to substantially manufacture such Products in the 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 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. 3.2 LICENSEE may sublicense 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 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 commercial exploitation of the LICENSEE under this agreement Products in a written statement to HMGUthe Territory; provided, in particular reporting and payment obligations while leaving LICENSEE’s obligations unaffected; with regard to financial obligationshowever, 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 license shall ensure that the payments to HMGU are equal not include any Confidential Information relating to the payments the sublicensee would have to make to HMGU if it was a direct licensee general business information and financial information of HMGU with respect NTI. 4.3 Subject 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 obligations set forth in Article 10.1 hereof, Merz shall have the right to redact sensitive information within such agreement that is not necessary engage NTI’s services to further research and develop and to conduct further clinical studies on Memantine for HMGU the CMCC Indications on terms to enforce its rights hereunder. LICENSEE will remain responsible for each of its respective sublicensees’ compliance with the terms of this Agreement as well as sub-sublicensees’ compliance with the terms of this Agreement through applicable tiersbe mutually agreed upon. 3.3 HMGU retains a free of charge, non-exclusive, sublicensable and irrevocable right to use the 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 a 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, 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. (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 license 4.4 Notwithstanding anything herein to the PATENT RIGHTS to contrary, CMCC shall retain a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-sublicensableexclusive, irrevocable license to practice, and to sublicense other non-transferrableprofit organizations to practice, the CMCC Patents it owns for non-commercial research license, including for research use in co-operations with other universities or research institutions, to new developments, modifications and improvements purposes only. Merz shall not assert any claim of infringement of the technology covered Merz Patents against CMCC or any such non-profit organization, sublicensed by CMCC pursuant to this Article 4.4, provided that the PATENT RIGHTSCMCC 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 extent such new developmentsrights of the United States government, modifications or improvements could not be practiced without the PATENT RIGHTS if any, under Public Laws 96-517, 97-226, and are created by LICENSEE or any of its sublicensees; provided98-620, that such license will not include rights to commercially use LICENSED PRODUCTS or LICENSED SERVICES themselvescodified at 35 U.S.C. sec. 200-212 and regulations promulgated thereunder.

License Grant. 3.1 HMGU (a) Subject to the terms and conditions of this Agreement, including, without limitation, the license payments and royalty provisions in Sections 5 and 6 below, Corixa hereby grants LICENSEE to SB an exclusive license, with the exclusive right to use grant sublicenses, under Corixa Patents, Joint Research Program Patents, Know-How and practice the PATENT RIGHTS in order any SPC to researchmake, develop, makehave made, use, have used, sell, offer for sale sale, have sold, keep and sell LICENSED PRODUCTS import any and LICENSED SERVICES all Products in the FIELDLicensed 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 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 6 in the same manner as royalties are paid on Products thereunder. 3.2 LICENSEE may sublicense (b) In the rights 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 it in Section 3.1 such Third Party to third parties through multiple tiers, provided the extent that in each case such terms are more favourable to the respective sublicensee assumes all obligations of the LICENSEE Third Party than those granted to SB under this agreement in a written statement to HMGUAgreement. (c) During the Research Program Term, 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 if Corixa or HERA, provided SB believes 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 technology related to the subject matter of the research license. LICENSEE will inform HMGU about ongoing negotiations 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 potential sublicensee 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 will forward a copy negotiate with any Third Party(ies) and the terms of any sublicense agreement 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 HMGU subject SB unless and until SB has specifically agreed in writing to abide by the applicable terms and conditions of any such license and/or acquisition, and to make such payments and/or royalties as are mutually agreed to by the parties and provided further that the access to and acquisition of any 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 matter shall be submitted for resolution to the CEO of Corixa and the Senior Vice President and General Manager of SB. In case of persistent disagreement, the matter shall be submitted to arbitration pursuant to Section 12 below. In any event, the parties shall behave reasonably and adopt a standard of reasonableness in their assessment of the matter. Notwithstanding the foregoing, this Paragraph 4(c) shall not be deemed to preclude either party from acquiring Additional Technology. (d) Corixa hereby grants SB an option during a [***] period from the end of the Research Program to 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 right to redact sensitive information within grant licenses for use in the PC Field during a period of [***] after the Research Program Term as may be extended. License terms and conditions with respect to licensing-in such agreement that is not necessary for HMGU 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 enforce its rights hereunder. LICENSEE will remain responsible for each the successful development of its respective sublicensees’ compliance with Product in the PC Field, but shall in no event have the effect of rendering the terms of this Agreement as well as sub-sublicensees’ compliance with the terms of this Agreement through applicable tiersless favourable to Corixa than those currently agreed upon. 3.3 HMGU retains a free of charge, non-exclusive, sublicensable and irrevocable right to use the 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 a 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, 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. (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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.

License Grant. 3.1 HMGU hereby grants LICENSEE the exclusive right to use and practice the PATENT RIGHTS in order to research, Paynamics shall develop, makemaintain, useand provide access to Paynamics’ software, offer for sale solutions, 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 obligationsAPIs (collectively, the respective LICENSEE’s and sublicensee’s obligations “Paynamics Technology”) that may be used to access the Services. The Paynamics Technology 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 solely used 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 licensepurposes set out in these Terms. LICENSEE will inform HMGU about ongoing negotiations with a potential sublicensee and will forward a copy of any sublicense agreement to HMGU subject to We reserve the right to redact sensitive information within such agreement update the Paynamics Technology and documentation from time to time, and may add or remove functionality as we deem necessary to operate and maintain the Services. We will notify you in the event of material changes so that is not necessary you may continue using the Services with minimal interruption. Viber shall develop, maintain, and provide access to Viber’s software, solutions, and APIs (collectively, the “Viber Technology”) that may be used to access Viber Pay. The Viber Technology shall be solely used for HMGU to enforce the purposes set out in these Terms. Viber reserves its rights hereunder. LICENSEE will remain responsible for each of its respective sublicensees’ compliance with the terms 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 update the PATENT RIGHTS for non-commercial research purposesViber Technology and documentation from time to time, and may add or remove functionality as it deems necessary to operate and maintain Viber Pay. Pursuant to the Viber Pay Terms of Service, Viber will notify you in the event of material changes so that you may continue using Viber Pay with minimal interruption. Paynamics, Viber, and our licensors shall exclusively own all rights, titles, and interest in the patents, copyrights (including rights in research collaborations with academic derivative works), moral rights, rights of publicity, trademarks or service marks, logos and commercial partners. HMGU may also provide designs, trade secrets, and other intellectual property embodied by, or contained in the ORIGINAL MATERIAL to third parties for non-commercial research purposesAPI, including in research cooperations with not-for-profit institutions Services, and companies on the basis of a research MTA. The LICENSEE acknowledges that the inventor […***…] has been granted the right to use the MATERIAL for his research at […***…]. Documentation (i) LICENSEE shall use […***…] efforts to develop collectively, “Paynamics Intellectual Property” or have developed at least one LICENSED PRODUCT and/or LICENSED SERVICEViber Intellectual Property”, as the case may beapplicable) or any copies thereof. Paynamics and Viber’s Intellectual Property are protected by copyright, trade secret, patent, and other intellectual property laws, and all rights in Paynamics and Viber’s Intellectual Property not expressly granted to obtain the necessary regulatory approvals you 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 approachesthese Terms are reserved. 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 license to the PATENT RIGHTS to You are granted a non-exclusive and non-transferable license to electronically access and use the Paynamics and Viber Intellectual Property only in the manner described in these Terms. Paynamics and Viber do not sell to you, and you do not have the right to sublicense the Paynamics and Viber Intellectual Property in any manner. Paynamics and Viber may make updates to the Paynamics and Viber Intellectual Property or the new Services available to you automatically as electronically published by written notice to LICENSEEPaynamics and /or Viber (as applicable), but we may require action on your part before you may use the Paynamics and/or Viber Intellectual Property or the new Services (including acceptance of new or additional terms). Paynamics and Viber may revoke or terminate this license at any time if LICENSEE cannot achieve clinical you use Paynamics and Viber Intellectual Property in a manner prohibited by these Terms or by the Viber Pay Terms of Service. You may not: (i) claim or register ownership of the Clo51-technology within the aforementioned time. 3.5 On March 1st Paynamics and Viber Intellectual Property on your behalf or on behalf of each CONTRACT YEAR, LICENSEE shall submit to HMGU a written report specifically stating the measures taken others; (ii) sublicence any rights in Paynamics and the progress made in order to achieve the development goals defined in Section 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered Viber’s Intellectual Property granted by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.us;

License Grant. 3.1 HMGU 2.1 Unless sooner terminated, Westinghouse hereby grants LICENSEE the Salton an exclusive right to use and practice the PATENT RIGHTS in order to researchlicense, 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 without the right to redact sensitive information within such agreement that is not necessary for HMGU grant sublicenses (except as set forth herein), to enforce its use the Marks during the Term (as defined in Section 9.2) solely on or in connection with the Products and solely in the Territory. Westinghouse reserves to itself all other rights hereunderin and to the Marks. LICENSEE will remain responsible for each of its respective sublicensees’ compliance Notwithstanding the foregoing, Salton may grant sublicenses to use the Mark consistent with the terms of this Agreement as well as subto a wholly-sublicensees’ compliance with owned s▇▇▇▇diary provided that such subsidiary agrees to be bound by the terms of this Agreement through applicable tiersand that such subsidiary remains a wholly-owned subsidiary of Salton. 3.3 HMGU retains a free of charge, non-exclusive, sublicensable 2.2 Salton shall use the Marks only in the form approved in writing by Westinghouse and irrevocable right with no departures in appearance or treatment. Salton shall use its best efforts to ensure that the Marks used under this Agreement comply in every respect with the Licensing Manual. 2.3 Salton shall not use nor authorize others to use the PATENT RIGHTS for non-commercial research purposes, including Marks outside the Territory or on any other goods or merchandise of any kind other than as specifically set forth in research collaborations with academic and commercial partnersthis Agreement or as otherwise agreed to by the parties in writing. 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 a research MTA. The LICENSEE acknowledges that the inventor […***…] has been granted Salton shall have the right to source the manufacture of Products in the Subterritory of Asia and any other Subterritory from which it sources material amounts of Products which it markets regardless of whether Salton has retained the right to sell Products in such Subterritory pursuant to this Agreement. Salton may request, in writing, Westinghouse's consent solely to manufacture in other Subterritories, which consent may not be unreasonably denied. 2.4 Salton shall not sell any Products nor authorize others to sell any Products outside the Territory nor to any party where they reasonably believe Products will be sold outside the Territory. 2.5 No rights are granted for the distribution of Products as premiums, promotions or giveaways. 2.6 The license granted is personal to Salton and is not assignable for any reason without Westinghouse's prior written consent. 2.7 Nothing in this Agreement is to be construed as an assignment or grant to Salton of any right, title or interest in the Marks or in any copyright, design, trade name, trademarks, trade dress or other property right beyond the limited license expressly granted hereby. Salton agrees not to assert any rights in the Marks, contrary to the provisions of this Agreement. 2.8 Salton acknowledges that White Consolidated Industries, Inc. has licensed certain parties to use the MATERIAL for his research at […***…]. (i) LICENSEE White-Westinghouse marks in Spain, Portugal, Argentina and Mexico as identified in Appendix D to this Agreement and that such licenses shall use […***…] efforts to develop not constitute or have developed at least one LICENSED PRODUCT and/or LICENSED SERVICE, as be deemed a breach of the case may be, and to obtain grant of 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 license to Salton by Westinghouse to use the PATENT RIGHTS to a non-exclusive license by written notice to LICENSEE, if LICENSEE cannot achieve clinical use Marks as set forth in this Agreement or of the Clo51-technology within the aforementioned timeany other provision of this Agreement. 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.

License Grant. 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 is bound by a written agreement that includes, to the extent applicable, all obligations of the LICENSEE under rights and obligations due to HMGU and contained in this agreement in a written statement to HMGUAGREEMENT, 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 and sublicensee’s liability with respect to such obligations shall be joint and severalseveral 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 TRANSPOSAGEN 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 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 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 a research MTA. The LICENSEE acknowledges that the inventor […***…] has been granted the right to use the MATERIAL for his research at […***…]. (i) 3.4 LICENSEE shall use […***…] efforts to develop or have developed at least one LICENSED PRODUCT and/or LICENSED SERVICE, 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. (ii) Within . The PARTIES hereby acknowledge that, within […***…] from the EFFECTIVE DATE, LICENSEE shall obtain previouslyl obtained 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 on or before […***…] years after the EFFECTIVE DATE]. HMGU is allowed to change the exclusive license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.

License Grant. 3.1 HMGU A. It is the intention of the parties that the Licensor shall own all the domain names, social media accounts and email addresses registered by Licensee, Licensor, and their respective Affiliates that include the Licensed Marks, or are otherwise relevant to the Licensor’s or any of its Affiliates’ business (but excluding the Inseego Accounts (defined below)) but excluding the domain names, social media accounts and email addresses used solely by the Licensees or their Affiliates at the Effective Date (the former being the Ctrack Accounts, the latter excluded category being the Licensed Domain Names and Social Media Accounts and the Email Addresses, respectively) with effect from the Effective Date. To the extent that the Ctrack Accounts are not owned by the Licensor at the Effective Date, the parties agree that by the later of 30 June 2021 and the Completion Date, provided the applicable domain name registrar’s policy or social media account platform permits such transfer and provided the Licensor takes all steps reasonably required of Licensor to effect any such transfer, the Licensee shall have transferred to the Licensor the Ctrack Accounts. B. It is the intention of the parties that the Licensee shall own all the domain names, social media accounts and email addresses that include the words “CLARITY”, “PEGASUS”, “INSEEGO”, or similar, or are otherwise relevant to the Licensee’s or any of its Affiliates’ business (and that do not include Licensed Marks) (the Inseego Accounts) with effect from the Effective Date. To the extent that these Inseego Accounts are not owned by the Licensee at the Effective Date, the parties agree that by the later of 30 June 2021 and the Completion Date, provided the applicable domain name registrar’s policy or social media account platform permits such transfer and provided Licensee takes all steps reasonably required of Licensee to effect any such transfer, the Licensor shall have transferred to the Licensee the Inseego Accounts. C. Subject to the terms and conditions of this Agreement, the Licensors hereby grants LICENSEE grant to the Licensees a royalty-free, fully paid, non-transferable (except as permitted under Section 7.A), sublicensable (in accordance with Section 7.B), license to use the Licensed Marks, as follows: (i) in the Inseego Territory and RoW for a period of 12 (twelve) months from the Effective Date (“License Period”), solely (a) as part of the orderly transition of the business of Inseego in the Inseego Territory and RoW off the Ctrack brand (including the Licensed Marks) and (b) in connection with providing products, services, support, documentation, information and training, and services and materials ancillary thereto to (x) third parties during the License Period, such license is exclusive in the Inseego Territory (including with respect to the Company and its Affiliates) and non-exclusive in the RoW, and (y) to the Company and its Affiliates during the License Period; (ii) to use the Licensed Domain Names and Social Media Accounts and Email Addresses exclusively in the Inseego Territory (including with respect to the Company and its Affiliates) and non-exclusively in the RoW for the License Period; provided that: (i) on expiry of the License Period Licensee shall transfer the Licensed Domain Names and Social Media Accounts to Licensor as provided in Section 11 and upon such transfer the Licensor shall, for the remainder of the Restrictive Period, maintain the applicable Licensed Domain Names and Social Media Accounts and redirect the Licensee’s users of the Licensed Domain Names and Social Media Accounts to a different website or social media account under a domain name or a social media account name or user name elected by the Licensees that does not include the word “CTRACK” or similar or the Licensed Marks; and (ii) for a period through 12 (twelve months) after the expiry of the Restrictive Period, the Licensor shall continue to redirect the Licensee’s users of the Licensed Email Addresses to a different email address elected by the Licensees under a domain name that does not include the word “CTRACK” or similar or the Licensed Marks; which license the Licensees hereby accept (the “License”). D. Notwithstanding any expiration of the License, the Licensees (and their sublicensees) may continue to use the Licensed Marks with the prior written consent of the Company in connection with providing products, services, support, documentation, information and training, and services and materials ancillary thereto, to the Company and its Affiliates, and to any third party that the Company or its Affiliates may designate in writing, and the terms and conditions of this Agreement will apply mutatis mutandis. E. Before expiry of the Restrictive Period, the Licensees shall (and shall procure that their Affiliates shall) change any corporate name used for an active, operating company that existed prior to the Effective Date that includes a Licensed ▇▇▇▇ to any name that does not include any Licensed ▇▇▇▇ or any words or terms confusingly similar thereto with the appropriate government, administrative, or other similar registry. For avoidance of doubt, (i) nothing in this Section 2C or otherwise in this Agreement shall require the Licensee or any Licensee Affiliate to take any such action with respect to a corporate name used for a dormant or inactive company or a holding company, so long as such company is and remains a dormant, inactive or holding company; (ii) should any inactive or dormant company become active after the Effective Date, such company shall not have a right to use the Licensed Marks; and practice (iii) the PATENT RIGHTS in order to researchcorporate names may be used as trade names by the Licensees only during the License Period. No trade name use of the corporate names shall be permitted after the License Period, developand, makeby the expiry of the Restrictive Period, use, offer for sale and sell LICENSED PRODUCTS and LICENSED SERVICES in the FIELDLicensee shall complete the process of changing the relevant corporate names. 3.2 LICENSEE may sublicense F. Except as set forth otherwise in this Agreement, upon 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 expiration of the LICENSEE License, each of the Licensees shall (and shall procure that their Affiliates shall) discontinue all use of the Licensed Marks and the Licensees will have no further rights, privileges, or licenses 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 obligationsAgreement. Notwithstanding the aforegoing, the respective LICENSEE’s Licensees and sublicensee’s obligations their Affiliates shall not be joint and several. In additionrequired to recall, LICENSEE may grant nonrevise, amend, or re-exclusive research licensesissue any products, i.e. for further development and/or improvement software, software as a service, or other materials distributed to customers of existing and/or for the development of novel LICENSED PRODUCTSLicensee or its Affiliates as at the Effective Date or during the License Period that include the Licensed Marks, to TRANSPOSAGEN or HERAuntil a date that falls 12 (twelve) months after the Restrictive Period, provided that such sublicense shall ensure that the payments Licensed Marks are only used in relation 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 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 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 a 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 renewal or have developed at least one LICENSED PRODUCT and/or LICENSED SERVICEreissue licenses for legacy branded Ctrack Products and Services that include the Licensed Marks, 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. (ii) Within […***…] from additional seat licenses for legacy branded Ctrack Products and Services that include the EFFECTIVE DATELicensed Marks. Licensees and their Affiliates may accurately state until the expiry of the Restrictive Period in the Inseego Territory that rebranded Ctrack Products and Services were “formerly known as Ctrack” (or other Licensed ▇▇▇▇), LICENSEE shall obtain or a preclinical proof statement similar thereto. The Licensees and their Affiliates may beyond the expiration of principle demonstrating that the Clo51-technology is suitable for cell or gene therapy approaches. In case License reference historical media articles and press releases on its website, marketing, and in documents directed to customers, potential customer and investors, and provide links to such historical media and press releases which included reference to the preclinical proof Licensed Marks at the time of principle cannot be demonstrated by LICENSEE within publication; and the abovementioned period, LICENSEE Licensees and HMGU shall discuss amicably possible measures to overcome the respective problems. (iii) In addition, LICENSEE their Affiliates shall have initiated a phase I/II clinical study involving the Clo51-technology within […***…] years after the EFFECTIVE DATE. HMGU is allowed no obligation to change the exclusive license edit or remove historical posts from their own or third party controlled media including without limitation social media, that included reference to the PATENT RIGHTS to a non-exclusive license by written notice to LICENSEE, if LICENSEE cannot achieve clinical use Licensed Marks at the time of the Clo51-technology within the aforementioned timepublication. 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.

License Grant. 3.1 HMGU 2.1 Subject to all other provisions of this Agreement, ▇▇. ▇▇▇▇▇▇▇ hereby grants LICENSEE to Spectranetics a world-wide exclusive, nontransferable, personal, sublicenseable only to those companies against which Spectranetics enforces the exclusive right ▇▇▇▇▇▇▇ Patents pursuant to use and practice Section 8 of this Agreement, revocable, royalty-bearing license under the PATENT RIGHTS in order ▇▇▇▇▇▇▇ Patents to research, develop, make, use, offer for sale and sell LICENSED PRODUCTS and LICENSED SERVICES in the FIELDsale, import, sell, or otherwise dispose of Licensed Catheters. 3.2 LICENSEE may sublicense 2.2 The license granted under this Agreement shall not be construed to convey to Spectranetics any additional rights to the rights granted ▇▇▇▇▇▇▇ Patents, including but not limited to it title or ownership rights. Subject to the following restrictions, ▇▇. ▇▇▇▇▇▇▇ 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 Section 3.1 any calendar year. Spectranetics shall contractually restrict and 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 ▇▇. ▇▇▇▇▇▇▇ that Spectranetics’ OEMs are engaged in unauthorized manufacturing, offerings for sale, importation, use, or sales of the Licensed Catheters to third parties through multiple tiersparties, provided that in each case Spectranetics shall expeditiously take steps to stop the respective sublicensee assumes all obligations OEM from the unauthorized manufacture and sale of the LICENSEE 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 Agreement shall continue in full force and effect from the 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 $135,000 in a written statement quarter, this license grant shall convert from an exclusive license 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 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 nontransferable, personal, nonsublicenseable, revocable, royalty-bearing license under the ▇▇▇▇▇▇▇ Patents to make, use, offer for sale, import, sell, or otherwise dispose of Licensed Catheters with no reduction or change to the royalty rate and irrevocable right other obligations of Spectranetics under this Agreement. Any sublicense executed prior to use the 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 conversion of a 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, 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. (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 license to the PATENT RIGHTS to a non-exclusive license by written notice to LICENSEE, if LICENSEE cannot achieve clinical use shall remain valid. 2.5 Within ten (10) days of the Clo51-technology within Effective Date of this Agreement, the aforementioned timeparties shall execute and file with the Court the Consent Judgment in the form attached hereto. 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.

License Grant. 3.1 HMGU 2.1 CASE hereby grants LICENSEE the exclusive right to use Licensee, and practice the PATENT RIGHTS in order to researchLicensee hereby accepts, 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 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 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 a 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 SERVICEan exclusive, as the case may beroyalty bearing, world-wide right and license under and to obtain the necessary regulatory approvals Licensed Technology to make, have made, use and Dispose of Licensed Products in the major market countries (US, EU) as far as required Field of Use 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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royaltyworld-freewide, royalty free right and license under and to the Licensed Technology for internal research and development purposes in the Field of Use. 2.2 No right to sublicense the Licensed Technology is hereby granted to Licensee except that Licensee may sublicense to (i) Product Sublicensees to the extent necessary to enable Product Sublicensees to make and/or Dispose of Licensed Products within the Field of Use; (ii) customers to 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 entities 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, including but not limited to, Indemnification, Insurance, HHMI’s third party beneficiary status, and 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, any 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, CASE’s and/or HHMI’s ability to conduct further research and 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-sublicensableexclusive 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, nonthen (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-transferrable517, and Public Law 98-620 and any applicable governmental rules and regulations, including but not limited to government purpose license and march-in rights 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 (c) products using Licensed Technology sold or used in the United States will be manufactured substantially in the United States of America, unless a waiver has been obtained from the federal funding agency under whose funding agreement the Licensed 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 use, free of charge, the Licensed Technology for their non-commercial research, clinical research license, including for research use in co-operations with other universities or research institutions, to new developments, modifications and improvements of the technology covered by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.treatment (i.

License Grant. 3.1 HMGU (a) Subject to the terms and conditions of this Agreement, including, without limitation, the license payments and royalty provisions in Sections 5 and 6 below, Corixa hereby grants LICENSEE to SB an exclusive license, with the exclusive right to use grant sublicenses, under Corixa Patents, Joint Research Program Patents, Know-How and practice the PATENT RIGHTS in order any SPC to researchmake, develop, makehave made, use, have used, sell, offer for sale sale, have sold, keep and sell LICENSED PRODUCTS import any and LICENSED SERVICES all Products in the FIELDLicensed 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 6 in the same manner as royalties are paid on Products thereunder. 3.2 LICENSEE may sublicense (b) In the rights 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 it in Section 3.1 such Third Party to third parties through multiple tiers, provided the extent that in each case such terms are more favourable to the respective sublicensee assumes all obligations of the LICENSEE Third Party than those granted to SB under this agreement in a written statement to HMGUAgreement. (c) During the Research Program Term, 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 if Corixa or HERA, provided SB believes 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 technology related to the subject matter of the research license. LICENSEE will inform HMGU about ongoing negotiations 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 potential sublicensee 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 will forward a copy negotiate with any Third Party(ies) and the terms of any sublicense agreement 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 HMGU subject SB unless and until SB has specifically agreed in writing to abide by the applicable terms and conditions of any such license and/or acquisition, and to make such payments and/or royalties as are mutually agreed to by the parties and provided further that the access to and acquisition of any 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 matter shall be submitted for resolution to the CEO of Corixa and the Senior Vice President and General Manager of SB. In case of persistent disagreement, the matter shall be submitted to arbitration pursuant to Section 12 below. In any event, the parties shall behave reasonably and adopt a standard of reasonableness in their assessment of the matter. Notwithstanding the foregoing, this Paragraph 4(c) shall not be deemed to preclude either party from acquiring Additional Technology. (d) Corixa hereby grants SB an option during a [***] period from the end of the Research Program to 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 right to redact sensitive information within grant licenses for use in the BC Field during a period of [***] after the Research Program Term as may be extended. License terms and conditions with respect to licensing-in such agreement that is not necessary for HMGU 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 enforce its rights hereunder. LICENSEE will remain responsible for each the successful development of its respective sublicensees’ compliance with Product in the BC Field, but shall in no event have the effect of rendering the terms of this Agreement as well as sub-sublicensees’ compliance with the terms of this Agreement through applicable tiersless favourable to Corixa than those currently agreed upon. 3.3 HMGU retains a free of charge, non-exclusive, sublicensable and irrevocable right to use the 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 a 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, 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. (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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.

License Grant. 3.1 HMGU (a) Subject to the terms and conditions of this Agreement, including, without limitation, the license payments and royalty provisions in Sections 5 and 6 below, Corixa hereby grants LICENSEE to SB an exclusive license, with the exclusive right to use grant sublicenses, under Corixa Patents, Joint Research Program Patents, Know-How and practice the PATENT RIGHTS in order any SPC to researchmake, develop, makehave made, use, have used, sell, offer for sale sale, have sold, keep and sell LICENSED PRODUCTS import any and LICENSED SERVICES all Products in the FIELDLicensed 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 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 6 in the same manner as royalties are paid on Products thereunder. 3.2 LICENSEE may sublicense (b) In the rights 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 it in Section 3.1 such Third Party to third parties through multiple tiers, provided the extent that in each case such terms are more favourable to the respective sublicensee assumes all obligations of the LICENSEE Third Party than those granted to SB under this agreement in a written statement to HMGUAgreement. (c) During the Research Program Term, 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 if Corixa or HERA, provided SB believes 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 technology related to the subject matter of the research license. LICENSEE will inform HMGU about ongoing negotiations 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 potential sublicensee 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 will forward a copy negotiate with any Third Party(ies) and the terms of any sublicense agreement 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 HMGU subject SB unless and until SB has specifically agreed in writing to abide by the applicable terms and conditions of any such license and/or acquisition, and to make such payments and/or royalties as are mutually agreed to by the parties and provided further that the access to and acquisition of any 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 matter shall be submitted for resolution to the CEO of Corixa and the Senior Vice President and General Manager of SB. In case of persistent disagreement, the matter shall be submitted to arbitration pursuant to Section 12 below. In any event, the parties shall behave reasonably and adopt a standard of reasonableness in their assessment of the matter. Notwithstanding the foregoing, this Paragraph 4(c) shall not be deemed to preclude either party from acquiring Additional Technology. (d) Corixa hereby grants SB an option during a two (2) year period from the end of the Research Program to 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 right to redact sensitive information within grant licenses for use in the PC Field during a period of two (2) years after the Research Program Term as may be extended. License terms and conditions with respect to licensing-in such agreement that is not necessary for HMGU 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 enforce its rights hereunder. LICENSEE will remain responsible for each the successful development of its respective sublicensees’ compliance with Product in the PC Field, but shall in no event have the effect of rendering the terms of this Agreement as well as sub-sublicensees’ compliance with the terms of this Agreement through applicable tiersless favourable to Corixa than those currently agreed upon. 3.3 HMGU retains a free of charge, non-exclusive, sublicensable and irrevocable right to use the 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 a 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, 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. (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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.

License Grant. 3.1 HMGU 4.1 Subject to the provisions of this Article 4.1 and Articles 4.4 and 4.5 hereof, CMCC hereby grants LICENSEE to and Merz hereby accepts from CMCC the exclusive right and fully transferable and/or sublicenseable license to use and practice the PATENT RIGHTS CMCC Patents, as listed in order Exhibit A hereto, to research, develop, make, usehave made, offer for sale use and sell LICENSED PRODUCTS and LICENSED SERVICES market the Products in the FIELDTerritory in accordance with the terms and conditions described in this Agreement. Subject to Article 10 hereof, Merz shall have the right, at its sole option, to further research and develop, or to conduct or have conducted further clinical studies, regarding Memantine for the CMCC Indications. Merz shall use its commercially reasonable efforts to require any Marketing Partner who manufactures Products as they pertain to the CMCC Indications for the sale in the United States of America to substantially manufacture such Products in the 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 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. 3.2 LICENSEE may sublicense 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 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 commercial exploitation of the LICENSEE under this agreement Products in a written statement to HMGUthe Territory; provided, in particular reporting and payment obligations while leaving LICENSEE’s obligations unaffected; with regard to financial obligationshowever, 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 license shall ensure that the payments to HMGU are equal not include any Confidential Information relating to the payments the sublicensee would have to make to HMGU if it was a direct licensee general business information and financial information of HMGU with respect NTI. 4.3 Subject 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 obligations set forth in Article 10.1 hereof, Merz shall have the right to redact sensitive information within such agreement that is not necessary engage NTI's services to further research and develop and to conduct further clinical studies on Memantine for HMGU the CMCC Indications on terms to enforce its rights hereunder. LICENSEE will remain responsible for each of its respective sublicensees’ compliance with the terms of this Agreement as well as sub-sublicensees’ compliance with the terms of this Agreement through applicable tiersbe mutually agreed upon. 3.3 HMGU retains a free of charge, non-exclusive, sublicensable and irrevocable right to use the 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 a 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, 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. (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 license 4.4 Notwithstanding anything herein to the PATENT RIGHTS to contrary, CMCC shall retain a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-sublicensableexclusive, irrevocable license to practice, and to sublicense other non-transferrableprofit organizations to practice, the CMCC Patents it owns for non- commercial research purposes only. Merz shall not assert any claim of infringement of the Merz 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 licensepurposes only. 4.5 Notwithstanding the provisions of Article 4.1 hereof, including for research use in co-operations with other universities or research institutions, the license granted hereunder to new developments, modifications and improvements Merz shall be subject to the rights of the technology covered by the PATENT RIGHTSUnited States government, to the extent such new developmentsif any, modifications or improvements could not be practiced without the PATENT RIGHTS under Public Laws 96-517, 97-226, and are created by LICENSEE or any of its sublicensees; provided98-620, that such license will not include rights to commercially use LICENSED PRODUCTS or LICENSED SERVICES themselvescodified at 35 U.S.C. sec. 200-212 and regulations promulgated thereunder.

License Grant. 3.1 HMGU Subject to certain conditions stated herein, THE REGENTS hereby grants to the Licensee a nontransferable (except as expressly provided herein) limited exclusive, royalty-bearing license under THE REGENTS Patent Rights to make, have made, use, lease and sell the Licensed Products 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 exclusive right to use and practice the PATENT RIGHTS issue royalty-bearing sublicenses to third parties, only in order said Field of Use (set forth in Article 2.2), to research, develop, make, use, offer for sale and sell LICENSED PRODUCTS 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 LICENSED SERVICES 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 FIELDUnited 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 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. 3.2 3.3 Any sublicenses granted by LICENSEE may sublicense shall include all of the rights granted to it and obligations due THE REGENTS that are contained in Section 3.1 to third parties through multiple tiers, provided that in each case the respective sublicensee assumes all obligations of the this Agreement. 3.4 LICENSEE under this agreement in a written statement to HMGU, in particular reporting and payment obligations while leaving LICENSEE’s obligations unaffected; shall provide THE REGENTS 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 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 sublicense agreement to HMGU subject 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 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 schedule set forth in Article 6 (PROGRESS AND ROYALTY REPORTS) of this Agreement as well as sub-sublicensees’ compliance with the terms of this Agreement through applicable tiersAgreement. 3.3 HMGU retains a free of charge3.5 The license granted hereunder shall not be construed to confer any rights upon the LICENSEE by implication, non-exclusive, sublicensable and irrevocable right estoppel or otherwise as to use the 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 a research MTA. The LICENSEE acknowledges that the inventor […***…] has been granted any technology not specifically set forth herein. 3.6 THE REGENTS expressly reserve the right to use the MATERIAL THE REGENTS' Intellectual Property Rights, Licensed Product(s), and associated technology for his educational and research at […***…]purposes. (i3.7 Any license granted hereunder shall be subject to the prior license retained by the Federal Government which consists of a nonexclusive, nontransferable, irrevocable, paid-up license to practice the Licensed Patent(s) LICENSEE shall use […***…] efforts to develop or have developed at least one LICENSED PRODUCT and/or LICENSED SERVICE, as the case may be, and to obtain Licensed Patent(s) practiced for or on behalf of the necessary regulatory approvals in United States throughout the major market countries (US, EU) as far as required and to market and sell LICENSED PRODUCTS and/or LICENSED SERVICESworld. (ii) Within […***…] from the EFFECTIVE DATE, LICENSEE shall obtain a preclinical proof of principle demonstrating 3.8 The parties acknowledge that the Clo51Federal Government has certain march-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 in rights to overcome the respective problemsTHE REGENTS' Intellectual Property Rights in accordance with 35 USC 203. (iii) In addition, 3.9 Nothing in this License Agreement shall cause 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 license give up or transfer to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTS, to the extent such new developments, modifications or improvements could not be practiced without the PATENT RIGHTS and are created by LICENSEE or Licensor any of its sublicensees; provided, that such license will not include rights to commercially use LICENSED PRODUCTS improvements or LICENSED SERVICES themselvesdevelopments made by LICENSEE.

License Grant. 3.1 HMGU (A) Merck 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.BGM: 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 1) A non-exclusive license to Merck Reagents for use in the research licensesand 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, i.e. 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 further development and/or improvement of existing and/or Merck) to Merck’s rights in Joint Information and Inventions for the sole purpose of developing and commercializing an In Vitro Diagnostic Device, except 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 an In Vitro Diagnostic Device only and any prophylactic or therapeutic use of any component of the Merck Reagent shall be non-exclusive, provided that: (a) Merck retains rights in Joint Information and Inventions for research, drug discovery and development purposes; (b) Such exclusive rights shall revert to non-exclusive rights if: (i) BGM fails to produce an IVDD substantially in accordance with the plan and timeline of novel LICENSED PRODUCTSExhibit B; (ii) 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 IVDD in a major marketing territory. (B) BGM hereby grants to TRANSPOSAGEN or HERAMerck: 1) A non-exclusive license to BGM Information and Inventions for research, drug discovery and development purposes, 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 purposes do not include commercial development of an IVDD by Merck or a direct licensee third party working on behalf 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 of this Agreement as well as sub-sublicensees’ compliance with the terms of this Agreement through applicable tiersMerck. 3.3 HMGU retains a free of charge, 2) A non-exclusive, sublicensable and irrevocable right exclusive option to use the 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 a research MTA. The LICENSEE acknowledges that the inventor determine […***…] has been granted under the right control and ownership of BGM and report such results to use the MATERIAL for his research at Merck. BGM will perform […***…]. (i) LICENSEE shall use ] at no cost to Merck if BGM deems such study to be of regulatory importance or commercial interest to BGM. All other samples, except the Merck Samples that are subject to Milestone B in Exhibit A, are subject to a reasonable and customary laboratory service fee for […***…] efforts to develop or have developed at least one LICENSED PRODUCT and/or LICENSED SERVICE, 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]. (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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.

License Grant. 3.1 HMGU (a) Medisorb hereby grants LICENSEE to ▇▇▇▇▇▇▇ US in the Territory an exclusive license under the Patents and Technical Information existing prior to the effective date of this Agreement, with the right to grant sublicenses thereunder, for all purposes within the Field to practice and use the Patents and Technical Information, including the rights to manufacture and have manufactured, to use and practice have used, and to sell and have sold Products. Medisorb exclusively retains all rights under the PATENT RIGHTS Patents and Technical Information outside the Field and for use other than in order Products. The right to researchgrant sublicenses granted hereunder is exclusive to ▇▇▇▇▇▇▇ US and shall not extend to ▇▇▇▇▇▇▇ US Affiliates or Sublicensees. (b) Medisorb shall offer to ▇▇▇▇▇▇▇ US for incorporation into this License Agreement on reasonable terms and conditions, develop, make, use, offer for sale and sell LICENSED PRODUCTS and LICENSED SERVICES Medisorb Improvements in the FIELD. 3.2 LICENSEE may sublicense Field which, if incorporated into ▇▇▇▇▇▇▇ US's then current commercial Product(s), would: (i) result in significant changes in either the rights granted specifications for such Product(s) or the processes for producing such Product(s), and (ii) would reasonably be expected to it result in Section 3.1 to third parties through multiple tiers, provided that in each case enhanced market value and/or profitability of such Product(s). Examples of such Improvements would include: (i) the respective sublicensee assumes all obligations development by Medisorb 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 aqueous injection vehicle which offers significant advantages with respect to ease of administration and (ii) the subject matter development by Medisorb of technology enabling [ ]. It is the parties' understanding that the effect of any such license amendment would, in general, be either an extension of the 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 term of this Agreement as well as sub-sublicensees’ compliance with the terms of this Agreement through applicable tiers. 3.3 HMGU retains for a free of charge, non-exclusive, sublicensable and irrevocable right to use the 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 mutually agreed period or a 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, as the case may be, and to obtain the necessary regulatory approvals marginal increase in the major market countries (US, EU) as far as required then current royalty rate. All other Medisorb Improvements shall be made available to ▇▇▇▇▇▇▇ US for its use without further agreement. Proprietary rights to Improvements jointly developed by Medisorb 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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTS, to the extent such new developments, modifications or improvements could not be practiced without the PATENT RIGHTS and are created by LICENSEE ▇▇▇▇▇▇▇ US or any of its sublicensees; providedAffiliates shall be governed by the terms of Section 5(c) of this Agreement. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN (c) In the event that at any time during the term of this Agreement Medisorb is unable for any reason whatsoever to supply the Medisorb Polymers required by ▇▇▇▇▇▇▇ U.S. for use in Products, that such then the license will not granted under paragraph 2(a) above shall be expanded to include rights the Medisorb Technology required to commercially make and use LICENSED PRODUCTS or LICENSED SERVICES themselvesthe Medisorb Polymers.

License Grant. 3.1 HMGU Subject to the terms and conditions of this Agreement, CBMX hereby grants LICENSEE the exclusive right to use RDG a royalty-bearing world-wide 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 co-exclusivity to Desk Top Synthesizers below) license - with the unlimited right to redact sensitive information within such agreement that is not necessary for HMGU sublicense to enforce its rights hereunder. LICENSEE will Affiliates as long as they remain responsible for each of its respective sublicensees’ compliance with the terms 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 Affiliates - to use the PATENT RIGHTS Technology only within the Field only for non-commercial research purposesthe purposes of *, including distributing, selling and having sold Licensed Products, in research collaborations the Territory to End Users, together with academic an * for the * selling and commercial partnersdistributing of *. HMGU CBMX may also provide not license to Third Parties any of its Licensed Patents for * of 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 a research MTAHybridizer/Reader. The LICENSEE acknowledges that license granted hereunder shall be * for the inventor […***…] has been granted the right Desk Top Synthesizer. RDG hereby grants back 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, 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. (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 license to the PATENT RIGHTS to CBMX a non-exclusive license without the right to sublicense, except to sublicense its Affiliates, so long as 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 the features section of the Specifications as amended from time to time by written notice the Parties for new developments. If RDG due to LICENSEE, if LICENSEE canreasons within its reasonable control does not achieve clinical use the first Commercial Launch of the Clo51-technology Desk Top Synthesizer within 18 months from the aforementioned time. 3.5 On March 1st date where the prototype of each CONTRACT YEARthe Desk Top Synthesizer is delivered to RDG according to the Specifications, LICENSEE RDG shall submit grant back to HMGU 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 the Commercial Launch caused by a written report specifically stating the measures taken and the progress made delay in order to achieve the development goals 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, RDG is granted additional rights to: a) modify, adapt, enhance or otherwise create Derivative Works (as defined in Section 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements the R&D Agreement) of the technology covered by Software b) Make, have made, use, sell and have sold Licensed Products which include, Software at the PATENT RIGHTSroyalty rate applicable for such Licensed Product under this Agreement or use, sell and have sold Software separately as a stand alone products under the royalty rate for Software in this Agreement. c) grant implied sublicenses to the extent such new developments, modifications or improvements could not be practiced without Software to End-Users. License Agreement Combimatrix September 25th 2002 * Provision subject to pending confidential treatment request. Confidential materials omitted and filed separately with the PATENT RIGHTS Securities and are created by LICENSEE or any of its sublicensees; provided, that such license will not include rights to commercially use LICENSED PRODUCTS or LICENSED SERVICES themselvesExchange Commission. Asterisks denote commissions.

License Grant. 3.1 HMGU COGNOS hereby grants LICENSEE the exclusive right to use VAR, and practice the PATENT RIGHTS in order to researchVAR hereby accepts, 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 of and conditions contained in this Agreement as well as sub-sublicensees’ compliance with the terms of this Agreement through applicable tiers. 3.3 HMGU retains a free of chargeAgreement, non-exclusive, sublicensable and irrevocable right to use the 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 a 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, 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. (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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-freenontransferable license to manufacture, non-sublicensablecopy, non-transferrablemarket, non-commercial research licensedemonstrate and sublicense the Software to Sublicensees for use on CPUs located in the Territory. Upon advance approval by COGNOS, VAR may grant to Subdistributors in the Territory the right to market, demonstrate, and sublicense the Software to Sublicensees for use on CPU's located in the Territory, provided such Subdistributors first execute written agreements with 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 for research 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 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 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 further contingent on VAR having at all times at least two (2) employees trained by COGNOS in the use in co-operations with other universities or research institutions, to new developments, modifications and improvements installation of the technology covered by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselvesSoftware.

License Grant. 3.1 HMGU (a) NITROMED hereby grants LICENSEE to MERCK an exclusive, royalty bearing license in the exclusive Territory, with a right to use 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 in order Patent Rights, NITROMED Information and Inventions, NITROMED's rights to researchthe Joint Information and Inventions and NITROMED Know-How, to the extent required to develop, make, have made, use, sell, offer for sale to sell or import NO-Enhanced ▇▇▇-2 Compounds and sell LICENSED PRODUCTS and LICENSED SERVICES Licensed Product(s) in the FIELDField. 3.2 LICENSEE may sublicense (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 granted necessary under Patent Rights, NITROMED Information and Inventions, NITROMED's rights 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 HMGUJoint Information and NITROMED Know-How, in particular reporting the Field, to discover, develop, make and payment obligations while leaving LICENSEE’s obligations unaffected; with regard to financial obligations, use a Licensed Product in the respective LICENSEE’s Territory 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 solely for the development purpose of novel LICENSED PRODUCTS, fulfilling its obligations under the Research Plan. (c) MERCK shall have the right to TRANSPOSAGEN or HERA, provided that enter into sublicenses relating to the license granted in Sections 3.1(a) to Third Parties and/or Affiliates. Each such sublicense shall ensure be subject and subordinate to, and consistent with, the terms and conditions of this 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 the payments to HMGU are equal to the payments the any such sublicensee would have to make to HMGU if it was a direct licensee of HMGU with respect to the subject matter of the research licenseshall not further sublicense. 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 MERCK shall remain responsible for each the performance of its respective sublicensees’ compliance , and shall ensure that any such sublicensees comply with the terms relevant provisions of this Agreement as well as sub-sublicensees’ compliance with Agreement. In 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 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 event of a research MTA. The LICENSEE acknowledges that the inventor […***…] has been granted the right to use the MATERIAL for his research at […***…]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. (id) LICENSEE shall use […***…] efforts MERCK hereby grants to develop or have developed at least one LICENSED PRODUCT and/or LICENSED SERVICE, 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. (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 license to the PATENT RIGHTS to NITROMED a non-exclusive license by written notice in the Territory to LICENSEEpractice under the MERCK Know-How (including any related patents) and Merck Information and Inventions to the extent required to perform its obligations under this Agreement. At NITROMED's request, if LICENSEE cannot achieve clinical 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) is outside the Field and (ii) related to NO, with the Parties agreeing on the terms 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-sublicensable, non-transferrable, non-commercial research such license, including for research use in co-operations with other universities or research institutionsthe amount of royalty payments, if any, provided that the decision whether to new developments, modifications and improvements of the technology covered by the PATENT RIGHTS, to the extent 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 grant such license will not include rights to commercially use LICENSED PRODUCTS or LICENSED SERVICES themselvesshall be in MERCK's sole discretion.

License Grant. 3.1 HMGU hereby grants LICENSEE Back to Celladon Servier would grant to Celladon: (i) an exclusive (even as to Servier), royalty-free, fully-paid, irrevocable and perpetual license, including the exclusive right to use sublicense through multiple tiers of sublicense, under the Servier Technology and practice the PATENT RIGHTS Servier’s interest in order Joint Patents (each as defined below), to research, develop, make, have made, use, sell, have sold, offer for sale and sell LICENSED PRODUCTS import Selected Compounds and LICENSED SERVICES Products in the FIELD. 3.2 LICENSEE may sublicense Field outside of the rights granted to it in Section 3.1 to third parties through multiple tiersTerritory, provided however that in each case Celladon’s right to use preclinical and clinical efficacy data generated by Servier with respect to any Selected Compound and related Products would be subject to the respective sublicensee assumes all obligations reimbursement by Celladon of [...***...]% of the LICENSEE under this 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, 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 a written statement to HMGUan NDA, but 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 any event no later than NDA submission for the development Products by such third party sublicensee. Without prejudice to the foregoing, promptly following the execution of novel LICENSED PRODUCTSthe US Third Party License, Celladon would provide written notice to TRANSPOSAGEN or HERA, provided that such sublicense shall ensure Servier identifying the pre-clinical and clinical studies that the payments third party sublicensee wishes to HMGU are equal 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 period up to [...***...] months regarding (i) the timing for the reimbursement by the third party sublicensee of [...***...]% of the documented costs incurred by Servier in conducting such study(ies), and (ii) if acceptable to the payments the sublicensee would have to make to HMGU if it was third party sublicensee, a direct licensee of HMGU possible collaboration with respect to the subject matter research and development of the Selected Compounds and the Products and the potential sharing of future costs and expenses in connection mutually-agreed 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 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 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 a 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, 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. development activities; (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 an exclusive (even as 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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusiveServier), royalty-free, nonfully-sublicensablepaid, non-transferrable, non-commercial research irrevocable and perpetual license, including for research use the right to sublicense through multiple tiers of sublicense, under the Servier Technology and Servier’s interest in co-operations with other universities or research institutionsJoint Patents, to new developmentsresearch, modifications develop, make, have made, use, sell, have sold, offer for sale and improvements import Celladon Compounds (other than Selected Compounds) in the Field outside of the technology covered Territory; and (iii) an exclusive, worldwide, royalty-bearing, 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, to research, develop, make, have made, use, sell, have sold, offer 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”), and (b) the following milestone payments with respect to the first and second Other Products reaching such milestones provided, however, that if (i) the development of an Other Product for a particular indication is abandoned after one or more of the milestone payments has been made and (ii) an Other Product containing a different Collaboration Compound (excluding Selected Compounds and Excluded Compounds) is developed for the same indication as such dropped Other Product, then Celladon shall be entitled to credit any and all milestone payments previously made with respect to such dropped Other Product toward milestone payment obligations accruing with respect to the replacement Other Product: Acceptance of the filing of a first Marketing Authorization Application for the first Other Product by the PATENT RIGHTS, to EMA: [...***...] Euros Acceptance of the extent such new developments, modifications or improvements could not be practiced without filing of a first Marketing Authorization Application for the PATENT RIGHTS and are created second Other Product by LICENSEE or any the EMA: [...***...] Euros First grant of its sublicensees; provided, that such license will not include rights to commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.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 Japan: [...***...] Euros Acceptance of the filing of a first Marketing Authorization Application for the 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. 3.1 HMGU (a) Subject to the terms and conditions of this Agreement, including, without limitation, the license payments and royalty provisions in Sections 5 and 6 below, Corixa hereby grants LICENSEE to SB an exclusive license, with the exclusive right to use grant sublicenses, under Corixa Patents, Joint Research Program Patents, Know-How and practice the PATENT RIGHTS in order any SPC to researchmake, develop, makehave made, use, have used, sell, offer for sale sale, have sold, keep and sell LICENSED PRODUCTS import any and LICENSED SERVICES all Products in the FIELDLicensed 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 6 in the same manner as royalties are paid on Products thereunder. 3.2 LICENSEE may sublicense (b) In the rights 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 it in Section 3.1 such Third Party to third parties through multiple tiers, provided the extent that in each case such terms are more favourable to the respective sublicensee assumes all obligations of the LICENSEE Third Party than those granted to SB under this agreement in a written statement to HMGUAgreement. (c) During the Research Program Term, 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 if Corixa or HERA, provided SB believes 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 technology related to the subject matter of the research license. LICENSEE will inform HMGU about ongoing negotiations 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 potential sublicensee 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 will forward a copy negotiate with any Third Party(ies) and the terms of any sublicense agreement 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 HMGU subject SB unless and until SB has specifically agreed in writing to abide by the applicable terms and conditions of any such license and/or acquisition, and to make such payments and/or royalties as are mutually agreed to by the parties and provided further that the access to and acquisition of any 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 matter shall be submitted for resolution to the CEO of Corixa and the Senior Vice President and General Manager of SB. In case of persistent disagreement, the matter shall be submitted to arbitration pursuant to Section 12 below. In any event, the parties shall behave reasonably and adopt a standard of reasonableness in their assessment of the matter. Notwithstanding the foregoing, this Paragraph 4(c) shall not be deemed to preclude either party from acquiring Additional Technology. (d) Corixa hereby grants SB an option during a two (2) year period from the end of the Research Program to 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 right to redact sensitive information within grant licenses for use in the BC Field during a period of two (2) years after the Research Program Term as may be extended. License terms and conditions with respect to licensing-in such agreement that is not necessary for HMGU 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 enforce its rights hereunder. LICENSEE will remain responsible for each the successful development of its respective sublicensees’ compliance with Product in the BC Field, but shall in no event have the effect of rendering the terms of this Agreement as well as sub-sublicensees’ compliance with the terms of this Agreement through applicable tiersless favourable to Corixa than those currently agreed upon. 3.3 HMGU retains a free of charge, non-exclusive, sublicensable and irrevocable right to use the 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 a 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, 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. (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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.

License Grant. 3.1 HMGU 2.1 In accordance with the terms and conditions of this agreement, ▇▇▇▇▇ hereby grants LICENSEE to RPM, as of the exclusive 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 and practice the PATENT RIGHTS in order Licensed Technology (a) to research, develop, makemanufacture, use, offer for sale sell, and sell LICENSED PRODUCTS otherwise distribute the Licensed Products and LICENSED SERVICES in to perform Licensed Processes and (b) to sublicense without the FIELD. 3.2 LICENSEE may sublicense right to further sublicense, the rights granted to it in Section 3.1 use of the Licensed Technology to third parties through multiple tiersto 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 each case writing to abide by the respective sublicensee assumes all obligations obligations, including the obligation to pay royalties under Article 3 herein, and to permit ▇▇▇▇▇ 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 LICENSEE under this agreement in a written statement to HMGU, in particular reporting terms 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 conditions of this Agreement by its Affiliates. 2.2 The license grant provided in Section 2.1 shall be exclusive except for a previously approved License Agreement to ▇▇▇▇▇▇ Manufacturing owned and operated by ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, if said License Agreement (attached hereto as well as sub-sublicensees’ compliance Exhibit B) is executed within 30 days of the execution of this License Agreement with RPM. Otherwise, no such License shall be granted to ▇▇▇▇▇▇ Manufacturing without the expressed and written consent of RPM. 2.3 In conjunction with the terms license of the Licensed Technology provided in this Agreement, ▇▇▇▇▇ covenants and agrees to fully disclose all Licensed Technology to RPM and all Know-How and background information in ▇▇▇▇▇'▇ possession that is reasonably necessary for RPM to utilize the Licensed Technology. 2.4 ▇▇▇▇▇ 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 the execution of this Agreement through applicable tiersif 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 return the technology to ▇▇▇▇▇. Additionally ▇▇▇▇▇ shall continue to improve and develop alternative technologies and blends for the manufacturer of plastic roofing material as part of his on going obligations under this License Agreement. All new technologies and blends shall be included and covered by this License Agreement. 3.3 HMGU retains a free 2.5 RPM agrees as part of charge, non-exclusive, sublicensable this License Agreement to purchase all production line equipment necessary for the manufacture of the roofing tiles through Honey Creek Machinery and irrevocable right to use the 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 a 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, Turn Key Plastic Systems as long 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. (ii) Within […***…] from the EFFECTIVE DATE, LICENSEE shall obtain a preclinical proof of principle demonstrating that the Clo51-technology price per line 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 problemsfair market price. (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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.

License Grant. 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 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 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 a 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, 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. (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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.

License Grant. 3.1 HMGU Subject to the terms and conditions set forth in this Agreement, WU hereby grants LICENSEE to SIGA and SIGA hereby accepts, the exclusive following license during the Term in the Territory: 3.1 A nonexclusive, fee- and royalty-bearing license, including the right to use and practice grant sublicenses, under the PATENT RIGHTS in order Intellectual Property, to researchmake, develophave made, makesell, offer for sale, use, offer for sale and sell LICENSED PRODUCTS and LICENSED SERVICES import Licensed Products in the FIELDField. 3.2 LICENSEE may sublicense the rights The right to grant sublicenses granted to it in Section 3.1 SIGA under this Agreement is subject to third parties through multiple tiersthe following conditions: 3.2.1 In each sublicense, provided SIGA must prohibit the Sublicensee from further sublicensing and require that in each case the respective sublicensee assumes all obligations Sublicensee is subject to the terms and conditions of the LICENSEE license granted to SIGA under this agreement 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 statement in English. 3.2.3 If SIGA enters bankruptcy or receivership, voluntarily or involuntarily, Sublicensing Revenue then or thereafter due to HMGUSIGA will, in particular reporting and payment obligations while leaving LICENSEE’s obligations unaffected; with regard upon notice from WU to financial obligationsany Sublicensee, 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 become owed directly to WU for the development account of novel LICENSED PRODUCTS, SIGA. WU will remit to TRANSPOSAGEN or HERA, provided SIGA any amounts received that such exceed the sum actually owed by SIGA to WU. 3.2.4 Any sublicense shall ensure granted by SIGA under this Agreement will remain in effect in the event that the payments this Agreement is terminated prior to HMGU are equal to the payments the sublicensee would have to make to HMGU if it was expiration. Any Sublicensee will automatically become a direct licensee of HMGU WU under the 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 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 all the terms of this Agreement as well as sub-sublicensees’ compliance with and to fulfill all the terms 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 through applicable tiersif imputed to SIGA will be deemed to be a breach by SIGA of this Agreement. 3.3 HMGU retains a free of charge, non-exclusive, sublicensable and irrevocable right The license "to use the 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 a research MTA. The LICENSEE acknowledges that the inventor […***…] has been have made" 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, 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. (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 license to the PATENT RIGHTS to a non-exclusive 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 3.43.1 means that SIGA or its Sublicensee may contract with a third party or parties to manufacture Licensed Products for SIGA or its Sublicensee. SIGA will require any contractors to assume confidentiality obligations consonant with Article 6 of this Agreement. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.

License Grant. 3.1 HMGU 2.1 Subject to the terms and conditions set forth herein, AUTHORISZOR hereby grants LICENSEE the to STL a worldwide exclusive right to use distribute, sell and practice otherwise market the PATENT RIGHTS Products and to license or sub-license the Products on AUTHORISZOR's behalf in order Object Code format only. Such license shall include the right of STL 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 Object Code on AUTHORISZOR's behalf to it in Section 3.1 to distributors, resellers, and other third parties through multiple tiers, provided that in each case to achieve 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 severalforegoing. In addition, LICENSEE STL may grant 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 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 research licensesdistributors, i.e. for further development and/or improvement or resellers introduced by AUTHORISZOR to the benefit of existing and/or for the development of novel LICENSED PRODUCTS, to TRANSPOSAGEN or HERA, provided both parties STL agrees that such sublicense nonexclusive distributors or resellers shall ensure that 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 payments Products. The parties shall co-operate in an endeavour to HMGU are equal 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 payments 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 sublicensee would have to make to HMGU if avoidance of doubt where STL distributes, sells and otherwise markets under STL's brand 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 shall not necessary for HMGU to enforce its rights hereunder. LICENSEE will remain responsible for each of its respective sublicensees’ compliance with the terms be in breach of this Agreement as well as sub-sublicensees’ compliance with (in particular the terms provisions of this Agreement through applicable tiersClause 3.3 (iii)). 3.3 HMGU retains 2.5 AUTHORISZOR shall provide STL with two master copies of each Product in Source and Object Code form in a free of charge, non-exclusive, sublicensable format suitable for use reproduction and irrevocable right to use the 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 a research MTA. The LICENSEE acknowledges that the inventor […***…] has been granted the right to use the MATERIAL for his research at […***…]modification. (i) LICENSEE shall use […***…] efforts to develop or have developed at least one LICENSED PRODUCT and/or LICENSED SERVICE, 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. (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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE 2.6 AUTHORISZOR hereby grants to HMGU STL a non-exclusiveworldwide, royalty-free, non-sublicensable, non-transferrable, non-commercial research license, including for research exclusive right and license to use in co-operations with other universities or research institutions, to new developments, modifications and improvements modify the Source Code of the technology covered Products and prepare Derivative Works of the Products. License fees will also be payable by STL each time it distributes a Derivative Work of the PATENT RIGHTSProducts. AUTHORISZOR shall retain all right, title and interest (including ownership of copyright) in such Derivative Works prepared by or on behalf of STL. STL will make copies of any new Source Code for the Derivative Work available to AUTHORISZOR on request and whenever any new versions of the extent Products 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 new developments, modifications or improvements could not be practiced without the PATENT RIGHTS End Users and are created Resellers. The provisions of Clause 7 and Schedule A shall apply in respect of corresponding fees pavable to AUTHORISZOR by LICENSEE or any STL in respect of its sublicensees; provided, that such sub-contracted license will not include rights to commercially use LICENSED PRODUCTS or LICENSED SERVICES themselvesfees and services. .

License Grant. 3.1 HMGU Subject to the terms and conditions set forth in this Agreement, WU hereby grants LICENSEE to SIGA and SIGA hereby accepts, the exclusive following license during the Term in the Territory: 3.1 A nonexclusive, fee- and royalty-bearing license, including the right to use and practice grant sublicenses, under the PATENT RIGHTS in order Intellectual Property, to researchmake, develophave made, makesell, offer for sale, use, offer for sale and sell LICENSED PRODUCTS and LICENSED SERVICES import Licensed Products in the FIELDField. 3.2 LICENSEE may sublicense the rights The right to grant sublicenses granted to it in Section 3.1 SIGA under this Agreement is subject to third parties through multiple tiersthe following conditions: 3.2.1 In each sublicense, provided SIGA must prohibit the Sublicensee from further sublicensing and require that in each case the respective sublicensee assumes all obligations Sublicensee is subject to the terms and conditions of the LICENSEE license granted to SIGA under this agreement 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 statement in English. 3.2.3 If SIGA enters bankruptcy or receivership, voluntarily or involuntarily, Sublicensing Revenue then or thereafter due to HMGUSIGA will, in particular reporting and payment obligations while leaving LICENSEE’s obligations unaffected; with regard upon notice from WU to financial obligationsany Sublicensee, 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 become owed directly to WU for the development account of novel LICENSED PRODUCTS, SIGA. WU will remit to TRANSPOSAGEN or HERA, provided SIGA any amounts received that such exceed the sum actually owed by SIGA to WU. 3.2.4 Any sublicense shall ensure granted by SIGA under this Agreement will remain in effect in the event that the payments this Agreement is terminated prior to HMGU are equal to the payments the sublicensee would have to make to HMGU if it was expiration. Any Sublicensee will automatically become a direct licensee of HMGU WU under the 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 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 all the terms of this Agreement as well as sub-sublicensees’ compliance with and to fulfill all the terms 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 through applicable tiersif imputed to SIGA will be deemed to be a breach by SIGA of this Agreement. 3.3 HMGU retains a free of charge, non-exclusive, sublicensable and irrevocable right The license "to use the 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 a research MTA. The LICENSEE acknowledges that the inventor […***…] has been have made" 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, 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. (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 license to the PATENT RIGHTS to a non-exclusive 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 3.43.1 means that SIGA or its Sublicensee may contract with a third party or parties to manufacture Licensed Products for SIGA or its Sublicensee. SIGA will require any contractors to assume confidentiality obligations consonant with Article 6 of this Agreement. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.

License Grant. 3.1 HMGU (a) For each GPC Target listed on Appendix A, MORPHOSYS hereby grants LICENSEE to GPC an exclusive license in the exclusive right Territory to use and practice the PATENT RIGHTS in order to researchmake, develop, makehave made, use, have used, sell, have sold, offer for sale sale, import and sell LICENSED PRODUCTS and LICENSED SERVICES have imported Licensed Products directed to such GPC Target for use in the FIELD. 3.2 LICENSEE may sublicense the rights granted to it in Section 3.1 to third parties through multiple tiersField under MORPHOSYS Background Inventions, 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 MORPHOSYS Third Party Patent Rights (subject to the right limitations according to redact sensitive information within 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 agreement that is not necessary for HMGU to enforce its rights hereunderGPC Target and Licensed Products or the uses thereof. LICENSEE will remain responsible for each of its respective sublicensees’ compliance Such license shall be perpetual unless terminated in accordance with the terms 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 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 a research MTA. The LICENSEE acknowledges that the inventor […***…] has been granted the right to use the MATERIAL for his research at […***…]Agreement. (ib) LICENSEE shall use […***…] efforts to develop or have developed at least one LICENSED PRODUCT and/or LICENSED SERVICEUpon written request of GPC, as the case may beMORPHOSYS shall, 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. (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 license to the PATENT RIGHTS extent permitted by contractual arrangements with third parties, grant to GPC a non-exclusive license in the Territory 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 written notice GPC of human or animal therapeutic or prophylactic products which are not Licensed Products. Such license shall be personal to LICENSEEGPC and non-assignable and may only be sublicensed to third parties performing patient screening on behalf of GPC, if LICENSEE cannot achieve clinical use and shall be granted 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. In the event of any such grant, the Clo51-technology within Parties shall execute an amendment to this Agreement to effect such grant and the aforementioned timesole payments therefor shall be the payments to be made to MORPHOSYS according to the terms of Sections 4.4(f) through (h) hereof. 3.5 On March 1st of (c) For each CONTRACT YEARGPC Target listed on Appendix A, LICENSEE shall submit to HMGU and so long as GPC possesses a written report specifically stating the measures taken and the progress made in order to achieve the development goals defined in license under Section 3.4. 3.6 LICENSEE 3.1(a) for such Target, MORPHOSYS hereby grants to HMGU GPC, subject to the limitations of the MORPHOSYS-CAT License Agreement, a non-exclusiveexclusive license in the Territory to make, royalty-freehave made, non-sublicensableuse, non-transferrablehave used, non-commercial research licensesell, including have sold, offer for research sale, import and have imported Licensed Products directed to such GPC Target for use in co-operations with other universities or research institutions, to new developments, modifications and improvements of the technology covered by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselvesField under CAT Licensed Patent Rights.

License Grant. 3.1 HMGU (a) Subject to the terms and conditions of this Agreement, PLASMATECH, on behalf of itself and its Affiliates, hereby grants LICENSEE to ACCESS an exclusive, nontransferable (except as set forth in Section 8.1), royalty-bearing license, with the exclusive right to grant sublicenses only as set forth below, (i) to use and practice the PATENT RIGHTS in order Licensed Technology and (ii) to researchmake, develop, makehave made, use, offer for sale sale, sell and sell LICENSED PRODUCTS and LICENSED SERVICES import Licensed Products in the FIELD. 3.2 LICENSEE Territory. ACCESS may sublicense permit its Affiliates to exercise the rights granted to it in Section 3.1 to third parties through multiple tiers, foregoing license 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 ACCESS 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 sublicenseesAffiliates’ compliance with the terms of this Agreement as well as sub-sublicensees’ compliance with the terms of this Agreement through applicable tiersif ACCESS hereunder. 3.3 HMGU retains a free (b) The right of charge, non-exclusive, sublicensable ACCESS to grant sublicenses of the license granted under Section 2.1(a) is subject to the requirement that each such sublicense shall be in writing and irrevocable right to use the 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 a research MTA. The LICENSEE acknowledges that the inventor shall […***…] has been 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 right applicable portion of the Territory (specifically including the obligation to use make reports and keep and maintain records of Net Sales to at least the MATERIAL for his research at […***…]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 the Sublicensee. ACCESS shall provide an un-redacted copy of each sublicense it enters into to PLASMATECH promptly following execution. (ic) LICENSEE Title 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), no other rights are granted, no other use […***…] efforts to develop or have developed at least one LICENSED PRODUCT and/or LICENSED SERVICE, as the case may beis permitted, 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 SERVICESall other rights are expressly reserved. (iid) Within […***…] from PLASMATECH will, upon ACCESS’ reasonable request at any time within two (2) years following the EFFECTIVE DATEEffective Date, LICENSEE shall obtain transfer any PLASMATECH Know-How to ACCESS that has not been previously delivered to ACCESS by a preclinical proof of principle demonstrating that means mutually agreed between the Clo51parties. After two (2) years following the Effective Date, PLASMATECH will have no further obligation to disclose or transfer to ACCESS any PLASMATECH Know-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 problemsHow. (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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.

License Grant. 3.1 HMGU 2.1 Subject to the terms and conditions herein, BECTON hereby grants LICENSEE to QUIDEL, who accepts the exclusive same, a non-exclusive, non- transferable (except to an AFFILIATE) right and license under the LICENSED PATENTS, without the right to sublicense, to make, have made for its own use and practice the PATENT RIGHTS in order to research, develop, makesale, use, offer for sale sale, and sell LICENSED PRODUCTS import PRODUCT and LICENSED SERVICES to practice the methods claimed in the FIELD. 3.2 LICENSEE may sublicense the rights granted LICENSED PATENTS in connection with such PRODUCT, and to it in Section 3.1 extend 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 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 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 a research MTA. The LICENSEE acknowledges that the inventor […***…] has been granted customers purchasing PRODUCT the right to use and sell the MATERIAL for his research at […***…]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. (i2.2 In the event that QUIDEL sells PRODUCT(S) LICENSEE shall use […***…] efforts to develop or have developed at least one LICENSED PRODUCT and/or LICENSED SERVICE, 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. (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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU third party that has a non-exclusive, royalty-free, non-sublicensabletransferable right and license under the LICENSED PATENT(S), non-transferrablethe license granted to QUIDEL herein shall not extend to such sales, non-commercial research licenseprovided however, including QUIDEL shall be permitted to make PRODUCTS for research use 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 QUIDEL in co-operations 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 other universities or research institutionsBECTON, to new developments, modifications 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 improvements license to have PRODUCTS made for it. 2.3 BECTON further hereby releases QUIDEL from any liability for infringement of the technology covered LICENSED PATENTS arising from the sale of PRODUCTS by the PATENT RIGHTS, QUIDEL which occurred prior to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselvesEFFECTIVE DATE.

License Grant. 3.1 HMGU 4.1 Subject to the provisions of this Article 4.1 and Articles 4.4 and 4.5 hereof, CMCC hereby grants LICENSEE to and Merz hereby accepts from CMCC the exclusive right and fully transferable and/or sublicenseable license to use and practice the PATENT RIGHTS CMCC Patents, as listed in order Exhibit A hereto, to research, develop, make, usehave made, offer for sale use and sell LICENSED PRODUCTS and LICENSED SERVICES market the Products in the FIELDTerritory in accordance with the terms and conditions described in this Agreement. Subject to Article 10 hereof, Merz shall have the right, at its sole option, to further research and develop, or to conduct or have conducted further clinical studies, regarding Memantine for the CMCC Indications. Merz shall use its commercially reasonable efforts to require any Marketing Partner who manufactures Products as they pertain to the CMCC Indications for the sale in the United States of America to substantially manufacture such Products in the 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 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. 3.2 LICENSEE may sublicense 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 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 commercial exploitation of the LICENSEE under this agreement Products in a written statement to HMGUthe Territory; provided, in particular reporting and payment obligations while leaving LICENSEE’s obligations unaffected; with regard to financial obligationshowever, 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 license shall ensure that the payments to HMGU are equal not include any Confidential Information relating to the payments the sublicensee would have to make to HMGU if it was a direct licensee general business information and financial information of HMGU with respect NTI. 4.3 Subject 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 obligations set forth in Article 10.1 hereof, Merz shall have the right to redact sensitive information within such agreement that is not necessary engage NTI's services to further research and develop and to conduct further clinical studies on Memantine for HMGU the CMCC Indications on terms to enforce its rights hereunder. LICENSEE will remain responsible for each of its respective sublicensees’ compliance with the terms of this Agreement as well as sub-sublicensees’ compliance with the terms of this Agreement through applicable tiersbe mutually agreed upon. 3.3 HMGU retains a free of charge, non-exclusive, sublicensable and irrevocable right to use the 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 a 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, 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. (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 license 4.4 Notwithstanding anything herein to the PATENT RIGHTS to contrary, CMCC shall retain a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-sublicensableexclusive, irrevocable license to practice, and to sublicense other non-transferrableprofit organizations to practice, the CMCC Patents it owns for non-commercial research license, including for research use in co-operations with other universities or research institutions, to new developments, modifications and improvements purposes only. Merz shall not assert any claim of infringement of the technology covered Merz Patents against CMCC or any such non-profit organization, sublicensed by CMCC pursuant to this Article 4.4, provided that the PATENT RIGHTSCMCC 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 extent such new developmentsrights of the United States government, modifications or improvements could not be practiced without the PATENT RIGHTS if any, under Public Laws 96-517, 97-226, and are created by LICENSEE or any of its sublicensees; provided98-620, that such license will not include rights to commercially use LICENSED PRODUCTS or LICENSED SERVICES themselvescodified at 35 U.S.C. sec. 200-212 and regulations promulgated thereunder.

License Grant. 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 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 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 a 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, 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. (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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE 2.1 LICENSOR hereby grants to HMGU BiOS LICENSEE under Licensed Patents a non-worldwide, non- exclusive, royalty-freefree right and license to make and use the IP & Technology and Improvements for the purpose of developing, non-sublicensablemaking, non-transferrableusing, non-commercial and commercializing BiOS Licensed Products without obligation to LICENSOR. 2.2 The license granted by LICENSOR to BiOS LICENSEE includes a right to sublicense limited to 2.2.1 granting limited sublicenses to third parties (including Affiliates of BiOS LICENSEE) to 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 third parties (including Affiliates of BiOS LICENSEE) for the sole purpose of commercialising BiOS Licensed Products that embody the IP & Technology or are generated by use of the IP & Technology, said limited sublicenses to terminate when said commercialisation ceases. 2.3 BiOS LICENSEE acknowledges that LICENSOR is free to license the IP & Technology, to use and to sublicense Improvements under Section 3.2 of this agreement, and to provide any Improvement Material received under the associated BiOS Technology Support Services Subscription 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, while 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. 2.5 Except for the limited rights granted in this Agreement, no right or license, either expressed or implied, under any intellectual property right including for research use in cobut not limited to patents, trade secret or know-operations with other universities or research institutions, to new developments, modifications and improvements of the technology covered how is granted hereunder by the PATENT RIGHTS, one party to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselvesother.

License Grant. 3.1 HMGU 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 LICENSEE 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 and practice 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 PATENT RIGHTS in order prior written permission of RTI. 2.02 BTMD acknowledges that RTI retains the right to researchmake, develop, makehave made, use, offer for sale sale, sell, import and sell export LICENSED PRODUCTS in, into and out of the LICENSED SERVICES in the FIELDTERRITORY. 3.2 LICENSEE may sublicense 2.03 RTI hereby grants to BTMD the rights granted nonexclusive right to it use LICENSED TRADEMARKS on LICENSED PRODUCTS made and sold in LICENSED TERRITORY during TERM subject to 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 X 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 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 ensure 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 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 license granted hereunder is subject to the right terms and conditions of that certain Technology License Agreement dated June 23, 1995, by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇, as licensor, and RTI, as licensee. BTMD further acknowledges and agrees that ▇▇. ▇▇▇▇ shall be deemed to redact sensitive information within be a third party beneficiary of this License Agreement for all purposes. Neither RTI nor BTMD shall amend, modify, revise or otherwise change the Agreement without the prior written consent of ▇▇. ▇▇▇▇ or, as appropriate, his legal representatives, successors or assigns. 2.08 BTMD acknowledges that RTI is presently having SYRINGES HAVING RETRACTABLE NEEDLES manufactured in the PRC by Double Dove Group, Ltd. for sale by RTI. 2.09 BTMD acknowledges and agrees that LICENSED PRODUCTS will be manufactured by BTMD only at the Baiyin FACILITY. If BTMD subsequently desires to manufacture LICENSED PRODUCTS at other locations in the PRC, BTMD will first notify RTI in writing of each such agreement that is not necessary for HMGU location. 2.10 The limited exclusivity granted by RTI to enforce its rights hereunder. LICENSEE will remain responsible for each BTMD under Paragraph 2.01 shall be contingent upon BTMD’s satisfactory performance of its respective sublicensees’ compliance with the terms of obligations under this License 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 PATENT RIGHTS during TERM. If BTMD is unable for non-commercial research purposesany 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 research collaborations with academic and commercial partners. HMGU may also provide the ORIGINAL MATERIAL to third parties for non-commercial research purposesPRC, including in research cooperations with not-for-profit institutions and companies on the basis of a research MTA. The LICENSEE acknowledges that the inventor […***…] has been granted RTI shall have the right to use license other manufacturers or distributors to satisfy the MATERIAL for his research at […***…]. demand, provided however that BTMD shall have a right of first refusal to supply such syringes according to the terms and conditions of the demand. BTMD’s right of first refusal must be exercised by BTMD by written confirmation to RTI within forty-five (i45) LICENSEE days following receipt of written notice from RTI, which notice shall use […***…] efforts be accompanied by copy of a written offer or demand from said unrelated third party. Failure by BTMD to develop satisfy any such offer or have developed at least one LICENSED PRODUCT and/or LICENSED SERVICE, as demand following confirmation to RTI shall constitute a material breach of this License Agreement. RTI and BTMD will work together during the case may be, and forty-five (45) day notice period 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. (ii) Within […***…] from the EFFECTIVE DATE, LICENSEE shall obtain a preclinical proof of principle demonstrating insure that the Clo51-technology demand is suitable for cell or gene therapy approaches. In case a real offer from a genuine customer having the preclinical proof ability to purchase the requested number of principle cannot be demonstrated by LICENSEE within the abovementioned period, LICENSEE and HMGU shall discuss amicably possible measures to overcome the respective problemssyringes. (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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU a non-exclusive, royalty-free, non-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 improvements of the technology covered by the PATENT RIGHTS, to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselves.

License Grant. 3.1 HMGU 2.1 Subject to the terms and conditions herein, BECTON hereby grants LICENSEE to QUIDEL, who accepts the exclusive same, a non-exclusive, non- transferable (except to an AFFILIATE) right and license under the LICENSED PATENTS, without the right to sublicense, to make, have made for its own use and practice the PATENT RIGHTS in order to research, develop, makesale, use, offer for sale and sell LICENSED PRODUCTS import PRODUCT and LICENSED SERVICES to practice the methods claimed in the FIELD. 3.2 LICENSEE may sublicense the rights granted LICENSED PATENTS in connection with such PRODUCT, and to it in Section 3.1 extend 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 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 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 a research MTA. The LICENSEE acknowledges that the inventor […***…] has been granted customers purchasing PRODUCT the right to use and sell the MATERIAL for his research at […***…]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. (i2.2 In the event that QUIDEL sells PRODUCT(S) LICENSEE shall use […***…] efforts to develop or have developed at least one LICENSED PRODUCT and/or LICENSED SERVICE, 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. (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 license to the PATENT RIGHTS to a non-exclusive 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 3.4. 3.6 LICENSEE hereby grants to HMGU third party that has a non-exclusive, royalty-free, non-sublicensabletransferable right and license under the LICENSED PATENT(S), non-transferrablethe license granted to QUIDEL herein shall not extend to such sales, non-commercial research licenseprovided however, including QUIDEL shall be permitted to make PRODUCTS for research use 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 QUIDEL in co-operations 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 other universities or research institutionsBECTON, to new developments, modifications 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 improvements license to have PRODUCTS made for it. 2.3 BECTON further hereby releases QUIDEL from any liability for infringement of the technology covered LICENSED PATENTS arising from the sale of PRODUCTS by the PATENT RIGHTS, QUIDEL which occurred prior to the extent 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 commercially use LICENSED PRODUCTS or LICENSED SERVICES themselvesEFFECTIVE DATE.