Common use of License Grants Clause in Contracts

License Grants. Subject to the terms and conditions of this Agreement and to the restrictions and four (4) year duration set forth in Section 5.7 of the Separation and Distribution Agreement, Licensor hereby grants to Licensee and Licensee’s Affiliates and Licensee hereby accepts on behalf of itself and its Affiliates the licenses for the Licensed Products as described in Schedules 1 through 4 and 6 through 7. In addition to the other licenses set forth herein, for the sole purpose of enabling Licensee to perform its obligations as the licensor pursuant to those certain agreements: (i) made by and between Alcoa Inc. and Alcoa Bohai Aluminum Industries Company Limited and dated as of January 1, 2012; and (ii) made by and between Alcoa Inc. and Open Joint Stock Company Samara Metallurgical Plant (now known as Joint Stock Company Arconic SMZ), and dated as of August 22, 2006, Licensor grants to Licensee a non-exclusive, fully paid-up, royalty-free license for all purposes necessary for Licensee to perform its obligations under those agreements with respect to Technology licensed pursuant to the those agreements as of the Effective Date. To the extent that sublicensing is permitted in the foregoing license grants, Licensee shall be liable to Licensor for any breaches of this Agreement by any permitted sublicensees. In addition, Licensor will be authorized to pursue all rights of licensor under the Bohai and Samara licenses referenced in (i) and (ii) above if the licensee under those agreements breaches. In the event that an Affiliate ceases to have the status of an Affiliate (whether as a result of a divestiture or otherwise), the successor in interest to such Affiliate may retain licenses granted to the prior Affiliate to the extent that such licenses pertained to facilities in existence prior to the change in Affiliate status, with no unilateral ability for such successor in interest to expand the scope of a license to any additional facilities, new or existing. Any such successor in interest will be bound by the terms of this Agreement.

License Grants. 2.1 Subject to the other terms and conditions of this Agreement and to the restrictions and four (4) year duration set forth in Section 5.7 of the Separation and Distribution AbbVie- MPP Agreement, Licensor hereby grants to Licensee and Licensee’s Affiliates and Licensee hereby accepts on behalf of itself and its Affiliates the licenses for the Licensed Products as described in Schedules 1 through 4 and 6 through 7. In addition to the other licenses set forth herein, for the sole purpose of enabling Licensee to perform its obligations as the licensor pursuant to those certain agreements: : (ia) made by and between Alcoa Inc. and Alcoa Bohai Aluminum Industries Company Limited and dated as of January 1, 2012; and (ii) made by and between Alcoa Inc. and Open Joint Stock Company Samara Metallurgical Plant (now known as Joint Stock Company Arconic SMZ), and dated as of August 22, 2006, Licensor grants to Licensee a non-exclusive, fully paidnon-up, royalty-free transferable license for all purposes necessary for Licensee under the Territory Patents to perform its obligations under those agreements with respect to Technology licensed pursuant to Exploit the those agreements as of the Effective Date. To the extent that sublicensing is permitted Licensed Products in the foregoing Field and in the Territory;‌ (b) a non-exclusive, non-transferable license grantsunder the AbbVie Patents to Manufacture and Develop the Licensed Compounds and Licensed Products solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; (c) a non-exclusive, Licensee non-transferable license under the AbbVie Patents to sell, offer to sell, or otherwise distribute Licensed Products to Non-Territory Eligible Purchasers solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; and (d) a non-exclusive, non-transferable license under the AbbVie Patents to sell, offer to sell, or otherwise distribute Licensed Compounds solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory.‌ 2.2 The licenses granted hereunder do not include any license or other right to use any AbbVie trademark, trade name, logo or service xxxx (each, an “AbbVie Xxxx”) or any word, logo or any expression that is similar to or alludes to any AbbVie Xxxx. 2.3 Nothing in this Agreement shall be liable construed to Licensor for prevent Licensee from engaging in any breaches of activities where such activities would not infringe AbbVie Patents granted and in force, including, without limitation, where a country has issued a compulsory license on AbbVie Patent(s). 2.4 Except as expressly set forth in this Agreement by any permitted sublicensees. In additionAgreement, Licensor will be authorized to pursue all rights of licensor under the Bohai and Samara licenses referenced in (i) Licensor does not grant any license to Licensee under any of AbbVie intellectual property rights (including, without limitation, AbbVie Patents or rights to any AbbVie proprietary compounds or drug substances other than Licensed Compounds) and (ii) above if Licensee shall not further sublicense any of the licensee under those agreements breaches. In the event that an Affiliate ceases to have the status of an Affiliate (whether as a result of a divestiture or otherwise), the successor rights set forth in interest to such Affiliate may retain licenses granted to the prior Affiliate to the extent that such licenses pertained to facilities in existence prior to the change in Affiliate status, with no unilateral ability for such successor in interest to expand the scope of a license to any additional facilities, new or existing. Any such successor in interest will be bound by the terms of this Agreement. 2.5 Notwithstanding anything to the contrary herein, Licensee acknowledges and agrees that the license granted under this Section 2 is granted solely under and with respect to AbbVie Patents Rights for the purposes of supplying Licensed Compounds and Licensed Products for ultimate use in Licensed Products used in the Field and in the Territory. Nothing in this Agreement will be construed as granting Licensee any rights under any patents, know-how or otherwise to use or sell the Licensed Product for ultimate use outside of the Field or outside of the Territory.

License Grants. 2.01 Subject to the terms and conditions of this Agreement and to the restrictions and four (4) year duration set forth in Section 5.7 of the Separation and Distribution Agreement, Licensor hereby grants to Licensee and Licensee’s Affiliates and Licensee hereby accepts on behalf of itself and its Affiliates the licenses for the Licensed Products as described in Schedules 1 through 4 and 6 through 7. In addition to the other licenses set forth herein, for the sole purpose of enabling Licensee to perform its obligations as the licensor pursuant to those certain agreements: (i) made by and between Alcoa Inc. and Alcoa Bohai Aluminum Industries Company Limited and dated as of January 1, 2012; and (ii) made by and between Alcoa Inc. and Open Joint Stock Company Samara Metallurgical Plant (now known as Joint Stock Company Arconic SMZ), and dated as of August 22, 2006, Licensor grants to Licensee a limited, non-exclusive, non-transferable (except as provided in SECTION 2.05 & ARTICLE 8) right and license to use Licensor Patent Rights and Licensor Technical Information to design, construct, operate and maintain (including modify, expand and replace) Licensed Facilities under a separate Site License Agreement for each Licensed Plant, to practice the Conversion Process to manufacture Syncrude solely for the purpose of producing, using, and selling Marketable Products anywhere in the world. Each Licensed Plant shall remain at the initial plant site or sites located within Licensee's lease or concession for a minimum of seven (7) years from Start-Up Date. Thereafter, Licensee may relocate upon notification in the form of ATTACHMENT 5 to a new plant site within the Licensed Territory provided (i) the Licensed Plant remains at the new site for minimum of seven (7) years and (ii) the Licensed Plant is operating under a fully paidpaid up Site License Agreement. 2.02 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-upexclusive, royaltynon-free transferable (except as provided in SECTION 2.05 & ARTICLE 8) right to purchase from Reactor Vendors the appropriate Xxxxxxx-Tropsch and autothermal reforming reactors for use in the practice of the Conversion Process at a Licensed Plant. Licensee shall have no right to make, have made, or sell any reactor based on Reactor Information except as expressly provided in this SECTION 2.02. Licensee may, from time to time, nominate additional contractors to become Reactor Vendors and will cooperate with Licensor to secure assurances acceptable to Licensor regarding the protection of Licensor's rights and interests and Licensor's approval of such contractor as a Reactor Vendor shall not be unreasonably withheld. 2.03 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee (a) the right to purchase from Licensor the appropriate Xxxxxxx-Tropsch Catalyst and, from either Licensor or a catalyst vendor designated by Licensor, the appropriate autothermal reforming catalyst for use in the practice of the Conversion Process at a Licensed Plant to manufacture Syncrude solely for the purpose of producing, using, and selling Marketable Products anywhere in the world and (b) a limited non-exclusive, non- transferable (except as provided in SECTION 2.05 & ARTICLE 8) right and license under Licensor Catalyst Patent Rights and Licensor Catalyst Information to use such catalysts in the practice of the Conversion Process at a Licensed Plant to manufacture Syncrude solely for all purposes necessary the purpose of producing, using, and selling Marketable Products anywhere in the world. The purchase price for any catalyst purchased by Licensee from Licensor shall be equal to perform the lowest of (a) Licensor's cost to produce or have produced such catalysts, plus a markup of twenty five percent (25%), or (b) if, during the twelve (12) month period prior to a catalyst purchase by Licensee, the same catalyst (at comparable quantities) was sold by Licensor to a third party at a markup less than twenty five percent (25%), Licensee shall be entitled to the lower markup for its obligations under those agreements current catalyst purchase. Licensor will, no more than once per year, provide Licensee reasonable access to the relevant books of Licensor to verify the lowest markup for such catalyst. Licensee shall have no rights to make, have made, or sell any Licensor Xxxxxxx-Tropsch Catalyst or autothermal reforming catalyst, which is proprietary to Licensor. Beyond the initial catalyst fill, for a Licensed Plant, Licensee will have the right to buy replacement catalyst from other catalyst suppliers. If Licensor specifies in the Process Design Package an autothermal reforming catalyst commercially available from a third party, Licensee shall have the right to purchase such catalyst directly from a third party. 2.04 Upon Licensee's written request, Licensor will execute a Site License Agreement with respect to a specific proposed Licensed Plant if: (a) Licensee has a Participating Interest in the proposed Licensed Plant as represented in a Request for Site License Agreement (ATTACHMENT 1); (b) Licensee is current on all payments due under prior Site License Agreements for all Licensed Facilities under this Agreement in accordance with their respective terms; (c) there is not a material default under this Agreement for which Licensee is responsible resulting from or affecting more than one Licensed Plant; and (d) no Person having a Participating Interest in the proposed Licensed Plant is in material default under any agreement relating to Licensor Technology. Until such time as the above conditions are satisfied, Licensee shall have no right or license to use Licensor Technology licensed at the proposed Licensed Plant. 2.05 During the term of this Agreement, Licensee may extend this Agreement to any Affiliate, provided that Licensee shall first notify Licensor in writing of any such extension and the acceptance of such extension by such Affiliate pursuant to this SECTION 2.05. The Affiliate to which this Agreement may be extended by Licensee shall be subject to and shall accept in writing (in the those agreements form set forth in ATTACHMENT 2) the same obligations to which Licensee is subjected under this Agreement and all terms and conditions of this Agreement shall apply to such Affiliate with respect to its obligations and its rights (except the right of extension as set forth in this SECTION 2.05) as if such Affiliate had entered into this Agreement with Licensor effective as of the Effective Datedate of such extension. To Licensee warrants to Licensor the extent that sublicensing is permitted in full performance by such Affiliate of the foregoing license grantsobligations which are imposed upon such Affiliate as a result of such extension of this Agreement and, notwithstanding any such extension, Licensee shall still be liable to Licensor for any breaches of this Agreement by any permitted sublicensees. In addition, Licensor will be authorized to pursue all rights of licensor under the Bohai and Samara licenses referenced in (i) and (ii) above if the licensee under those agreements breaches. In the event that an Affiliate ceases to have the status of an Affiliate (whether as a result of a divestiture or otherwise), the successor in interest to sums which become due from such Affiliate may retain licenses granted to Licensor and for any default by such Affiliate in the prior Affiliate to the extent that such licenses pertained to facilities in existence prior to the change in Affiliate status, with no unilateral ability for such successor in interest to expand the scope performance of a license to any additional facilities, new or existing. Any such successor in interest will be bound by the terms of its obligations under this Agreement. 2.06 The intent of the Licensor is that Licensor Technology acquired by Licensor for which Licensor has the right to grant rights to others and where there is an obligation to account to and/or make payment to others, that such technology would be made available to Licensee consistent with the provisions of SECTIONS 2.01, 2.02, and 2.03 and under terms that are no less favorable than those granted to other licensees. With respect to any technology related to the Conversion Process that is acquired through agreements with other parties and used in a plant to make products substantially the same as Marketable Products, it is Licensor's intent to provide Licensee with such technology under this Agreement at a date no later than the date on which such technology is practiced in a plant utilizing Licensor Technology to make products substantially the same as Marketable Products by Licensor or under a license from Licensor.

License Grants. Subject to the terms and conditions of this Agreement and to the restrictions and four (4) year duration set forth in Section 5.7 of the Separation and Distribution Agreement, Licensor hereby grants to Licensee and Licensee’s Affiliates and Licensee hereby accepts on behalf of itself and its Affiliates the licenses for the Licensed Products as described in Schedules 1 through 4 and 6 through 7. In addition to the other licenses set forth herein, for the sole purpose of enabling Licensee to perform its obligations as the licensor pursuant to those certain agreements: (i) made by and between Alcoa Inc. and Alcoa Bohai Aluminum Industries Company Limited and dated as of January 1, 2012; and (ii) made by and between Alcoa Inc. and Open Joint Stock Company Samara Metallurgical Plant (now known as Joint Stock Company Arconic SMZ), and dated as of August 22, 2006, Licensor grants to Licensee a non-exclusive, fully paid-up, royalty-free license for all purposes necessary for Licensee to perform its obligations under those agreements with respect to Technology licensed pursuant to the those agreements as of the Effective Date. To the extent that sublicensing is permitted in the foregoing license grants, Licensee shall be liable to Licensor for any breaches of this Agreement by any permitted sublicensees. In addition, Licensor will be authorized to pursue all rights of licensor under the Bohai and Samara licenses referenced in (i) and (ii) above if the licensee under those agreements breaches. In the event that an Affiliate ceases to have the status of an Affiliate (whether as a result of a divestiture or otherwise), the successor in interest to such Affiliate may retain licenses granted to the prior Affiliate to the extent that such licenses pertained to facilities in existence prior to the change in Affiliate status, with no unilateral ability for such successor in interest to expand the scope of a license to any additional facilities, new or existing. Any such successor in interest will be bound by the terms of this Agreement, M.I.T. hereby grants to COMPANY and its AFFILIATES for the TERM an exclusive (subject to Section 2.5) royalty-bearing license under the PATENT RIGHTS to develop, make, have made, use, sell, offer to sell, lease, and import LICENSED PRODUCTS in the FIELD in the TERRITORY and to develop and perform LICENSED PROCESSES in the FIELD in the TERRITORY. In addition, subject only to the terms of any sponsorship agreement under which an IMPROVEMENT invention was made, M.I.T. hereby grants to COMPANY a first option to add IMPROVEMENTS to the PATENT RIGHTS, only in the FIELD, for [**] months after COMPANY has been notified of the existence of each such IMPROVEMENT. Within [**] after the M.I.T. Technology Licensing Office receives disclosure of any IMPROVEMENT, and to the extent that the IMPROVEMENT is available for licensing under the terms of any sponsorship agreement, M.I.T shall notify COMPANY in writing of such IMPROVEMENT, furnishing COMPANY a copy of the invention disclosure and any related patent applications. COMPANY may exercise its right to add such IMPROVEMENT to the PATENT RIGHTS within [**] months after receipt of M.I.T’s notice by so notifying M.I.T. in writing and paying M.I.T. a fee of [**] Dollars ($[**]) per invention disclosure covering IMPROVEMENTS. Upon COMPANY’S exercise of such right, the Appendix of this Agreement that describes the PATENT RIGHTS that dominate the IMPROVEMENT shall be deemed to have been amended to add the invention disclosure (and any related patent applications) covering such IMPROVEMENT, and such IMPROVEMENT and any resulting patent applications and patents shall thereafter be included in PATENT RIGHTS for all purposes of this Agreement, without any additional fee, other than the one [**] Dollar fee referred to in the previous sentence, and M.I.T. shall provide COMPANY with an updated Appendix A for its records.

License Grants. Subject (a) NHH Hangzhou hereby grants to Prenetics, exclusive, non-assignable and non-transferrable rights to market, promote, sell, offer to sell and distribute the Products, and to provide testing services using the Products, through the Distribution Channels, and to obtain the applicable FDA Authority’s approval, if required, for the Products (the “Licensed Rights”), in the Initial Territories during the Term of this Agreement. (b) NHH Hangzhou hereby grants to Prenetics a right of first refusal to obtain the Licensed Rights in the First Additional Territories during the Term of this Agreement, provided that the Licensed Rights may only be granted to Prenetics in any or all of the First Additional Territories upon mutual written consent of NHH Hangzhou and Prenetics within the first year of the Term of this Agreement. (c) NHH Hangzhou hereby grants to Prenetics a right of first refusal to obtain the Licensed Rights in the Second Additional Territories during the Term of this Agreement, provided that the Licensed Rights may only be granted to Prenetics in any or all of the Second Additional Territories upon mutual written consent of NHH Hangzhou and Prenetics within the second year of the Term. (d) For the avoidance of doubt, in the event that NHH Hangzhou grants the Licensed Rights to Prenetics in any Additional Territory during the Term pursuant to Sections 2.1(b) and/or (c) above, the terms and conditions of this Agreement and shall forthwith apply to the restrictions and four (4) year duration set forth in Section 5.7 of the Separation and Distribution Agreement, Licensor hereby grants to Licensee and Licensee’s Affiliates and Licensee hereby accepts on behalf of itself and its Affiliates the licenses for the Licensed Products as described in Schedules 1 through 4 and 6 through 7. In addition to the other licenses set forth herein, for the sole purpose of enabling Licensee to perform its obligations as the licensor pursuant to those certain agreements: (i) made by and between Alcoa Inc. and Alcoa Bohai Aluminum Industries Company Limited and dated as of January 1, 2012; and (ii) made by and between Alcoa Inc. and Open Joint Stock Company Samara Metallurgical Plant (now known as Joint Stock Company Arconic SMZ), and dated as of August 22, 2006, Licensor grants to Licensee a non-exclusive, fully paid-up, royalty-free license for all purposes necessary for Licensee to perform its obligations under those agreements Parties with respect to Technology licensed pursuant the grant of the Licensed Rights in such Additional Territory and the related collaborations among the Parties under this Agreement, in the same way as those applying to the those agreements as Parties with respect to the grant of the Effective Date. To the extent that sublicensing is permitted Licensed Rights in the foregoing license grants, Licensee shall be liable to Licensor for any breaches of this Agreement by any permitted sublicensees. In addition, Licensor will be authorized to pursue all rights of licensor Initial Territories and the related collaborations among the Parties under the Bohai and Samara licenses referenced in (i) and (ii) above if the licensee under those agreements breaches. In the event that an Affiliate ceases to have the status of an Affiliate (whether as a result of a divestiture or otherwise), the successor in interest to such Affiliate may retain licenses granted to the prior Affiliate to the extent that such licenses pertained to facilities in existence prior to the change in Affiliate status, with no unilateral ability for such successor in interest to expand the scope of a license to any additional facilities, new or existing. Any such successor in interest will be bound by the terms of this Agreement.

License Grants. 2.1 Subject to the other terms and conditions of this Agreement and to the restrictions and four (4) year duration set forth in Section 5.7 of the Separation and Distribution Agreement, Licensor AbbVie hereby grants to Licensee and Licensee’s Affiliates and Licensee hereby accepts on behalf of itself and its Affiliates the licenses for the Licensed Products as described in Schedules 1 through 4 and 6 through 7. In addition to the other licenses set forth herein, for the sole purpose of enabling Licensee to perform its obligations as the licensor pursuant to those certain agreements: MPP: (ia) made by and between Alcoa Inc. and Alcoa Bohai Aluminum Industries Company Limited and dated as of January 1, 2012; and (ii) made by and between Alcoa Inc. and Open Joint Stock Company Samara Metallurgical Plant (now known as Joint Stock Company Arconic SMZ), and dated as of August 22, 2006, Licensor grants to Licensee a non-exclusive, fully paidnon-uptransferable license to grant sublicenses in accordance with Section 3 under the Territory Patents to Exploit the Licensed Products in the Field and in the Territory; (b) a non-exclusive, royaltynon-free transferable license to grant sublicenses in accordance with Section 3 under the AbbVie Patents to Manufacture and Develop the Licensed Compounds and Licensed Products solely for all purposes necessary the purpose of Commercialization of Licensed Products in the Field and in the Territory; (c) a non-exclusive, non-transferable license to grant sublicenses in accordance with Section 3 under the AbbVie Patents to sell, offer to sell, or otherwise distribute Licensed Products to Non-Territory Eligible Purchasers solely for Licensee the purpose of Commercialization of Licensed Products in the Field and in the Territory; and (d) a non-exclusive, non-transferable license to perform grant sublicenses in accordance with Section 3 under the AbbVie Patents to sell, offer to sell, or otherwise distribute Licensed Compounds solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory. 2.2 MPP agrees that it will not itself Exploit the AbbVie Patents in any manner. The licenses granted hereunder do not include any license or other right to use any AbbVie trademark, trade name, logo or service xxxx (each, an “AbbVie Xxxx”) or any word, logo or any expression that is similar to or alludes to any AbbVie Xxxx. 2.3 Nothing in this Agreement or in the Sublicense shall be construed to prevent Sublicensees from engaging in any activities where such activities would not infringe an AbbVie Patent granted and in force, including, without limitation, where a country has issued a compulsory license on AbbVie Patent(s). 2.4 AbbVie shall provide, upon MPP’s request, a Sublicensee with NCE Exclusivity or other regulatory exclusivity waivers to the extent required by the applicable regulatory authorities in order to manufacture or sell Licensed Product(s) in the Territory in accordance with the terms of the Sublicense. 2.5 Except as expressly set forth in this Agreement, AbbVie does not grant any license to MPP under any of its obligations intellectual property rights (including, without limitation, AbbVie Patents or rights to any proprietary compounds or drug substances other than Licensed Compounds). 2.6 Notwithstanding anything to the contrary herein, MPP acknowledges and agrees that the license granted under those agreements this Section 2 is granted solely under and with respect to Technology licensed pursuant AbbVie Patents for the purposes of supplying Licensed Compounds and Licensed Products for ultimate use in Licensed Products used in the Field and in the Territory. Nothing in this Agreement will be construed as granting MPP or a Sublicensee any rights under any patents, know-how or otherwise to use or sell the those agreements as Licensed Product for ultimate use outside of the Effective Date. To Field or outside of the extent that sublicensing is permitted in the foregoing license grants, Licensee shall be liable to Licensor for any breaches of this Agreement by any permitted sublicensees. In addition, Licensor will be authorized to pursue all rights of licensor under the Bohai and Samara licenses referenced in (i) and (ii) above if the licensee under those agreements breaches. In the event that an Affiliate ceases to have the status of an Affiliate (whether as a result of a divestiture or otherwise), the successor in interest to such Affiliate may retain licenses granted to the prior Affiliate to the extent that such licenses pertained to facilities in existence prior to the change in Affiliate status, with no unilateral ability for such successor in interest to expand the scope of a license to any additional facilities, new or existing. Any such successor in interest will be bound by the terms of this AgreementTerritory.

License Grants. Subject (a) IXSYS hereby grants to MEDIMMUNE and MEDIMMUNE hereby accepts from IXSYS a sole and exclusive right and license (or sublicense, as applicable) for the LICENSED TERRITORY (i) under and to IXSYS PATENTS and IXSYS KNOW-HOW to research, develop, make, have made, use, import, export and sell, offer to sell or have sold PRODUCTS and (ii) to make, have made and use the MATERIALS for all of the purposes of 3.1 (a) (i). Notwithstanding anything to the contrary in this Agreement, the rights and licenses granted to MEDIMMUNE under this Agreement exclude any right or license (express or implied) under any IXSYS patent rights or know-how regarding the generation, discovery or modification of antibody libraries, antibodies or fragments thereof, generally. (b) To the extent that the rights and licenses granted to MEDIMMUNE under Section 3.1(a) is a sublicense under an IXSYS LICENSE AGREEMENT, the rights, and licenses granted to MEDIMMUNE under such sublicense are limited to the extent that IXSYS is licensed under the IXSYS LICENSE AGREEMENT and such sublicense is subject to the terms, conditions and restrictions of the IXSYS LICENSE AGREEMENT that are applicable to a sublicense thereunder. MEDIMMUNE shall not take or omit to take any action the effect of which would cause IXSYS to be in breach of IXSYS' obligations under the IXSYS LICENSE AGREEMENTS (without regard to any applicable cure or notice requirements thereof). 3.2 MEDIMMUNE shall have the right to grant sublicenses under *** CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION -5- 6 the licenses and sublicenses granted under Section 3.1 to its AFFILIATES and THIRD PARTIES (with the right to grant further sublicenses, subject to any terms, conditions and restrictions on further sublicensing under IXSYS LICENSE AGREEMENTS). MEDIMMUNE shall deliver to IXSYS a copy of each such sublicense promptly after execution of the same. Each such sublicense shall be subject to the terms and conditions of this Agreement Agreement. 3.3 The licenses granted hereunder include the right of MEDIMMUNE, its AFFILIATES and SUBLICENSEES to grant to the restrictions and four purchaser thereof the right to use and/or resell a purchased PRODUCT for which a royalty has been paid hereunder on NET SALES of such PRODUCT (4determined in accordance with Section 1.9), without payment of any further royalty to IXSYS. 3.4 The provisions of Section 11.3(b) year duration set forth in Section 5.7 of the Separation and Distribution Agreement, Licensor hereby grants MEDIMMUNE's only diligence obligations to Licensee and Licensee’s Affiliates and Licensee hereby accepts on behalf of itself and its Affiliates the licenses for the Licensed Products as described in Schedules 1 through 4 and 6 through 7. In addition to the other licenses set forth herein, for the sole purpose of enabling Licensee to perform its obligations as the licensor pursuant to those certain agreements: (i) made by and between Alcoa Inc. and Alcoa Bohai Aluminum Industries Company Limited and dated as of January 1, 2012; and (ii) made by and between Alcoa Inc. and Open Joint Stock Company Samara Metallurgical Plant (now known as Joint Stock Company Arconic SMZ), and dated as of August 22, 2006, Licensor grants to Licensee a non-exclusive, fully paid-up, royalty-free license for all purposes necessary for Licensee to perform its obligations under those agreements IXSYS with respect to Technology licensed pursuant research, development and commercialization of PRODUCT, and the sole and exclusive remedy for failure to meet such obligations. 3.5 IXSYS acknowledges that MEDIMMUNE is in the business of developing, manufacturing and selling of medical processes and products and that nothing in this Agreement shall be construed as restricting such business or imposing on MEDIMMUNE the duty to market, and/or sell and exploit PRODUCT for which royalties are due hereunder to the those agreements exclusion of or in preference to any other product or process. 3.6 Subject to Section 11.3(b), MEDIMMUNE shall have sole discretion for making all decisions relating to the commercialization and marketing of PRODUCT. 3.7 Except as otherwise expressly provided in this Agreement, or the parties otherwise expressly agree in writing, neither party shall obtain any right or license in any patent rights, know-how, materials or technology of the Effective Date. To the extent that sublicensing is permitted in the foregoing license grantsother party (by implication, Licensee shall be liable to Licensor estoppel or otherwise) for any breaches of this Agreement by any permitted sublicensees. In addition, Licensor will be authorized to pursue all rights of purpose. 3.8 IXSYS shall in good faith request that its licensor under each IXSYS LICENSE AGREEMENT provide the Bohai and Samara licenses referenced in (i) and (ii) above if the licensee under those agreements breaches. In the event that an Affiliate ceases to have the status consent of an Affiliate (whether as a result of a divestiture or otherwise), the successor in interest to such Affiliate may retain licenses granted to the prior Affiliate to the extent that such licenses pertained to facilities in existence prior to the change in Affiliate status, with no unilateral ability for such successor in interest to expand the scope of a license to any additional facilities, new or existing. Any such successor in interest will be bound by the terms of this Agreement.Appendix C.

License Grants. 2.1 Subject to the terms of this Agreement, and subject to the terms and conditions contained herein, STC hereby grants to CTI and its Affiliates an exclusive and non-transferable (except as otherwise provided herein) right and license under the LSO Patents to make and have made and use world-wide materials and methods covered by such LSO Patents. CTI and its Affiliates are further granted the right to sell world-wide such material and apparatus containing such material subject to the restrictions contained herein. 2.2 Subject to the terms of this Agreement and subject to the terms and conditions contained herein, STC hereby grants to CTI and its Affiliates an exclusive and non-transferable (except as otherwise provided herein) right and license under the LSO Technology to make and have made and use world-wide materials and methods covered by such LSO Technology. CTI and its Affiliates are further granted the right to sell world-wide such material and apparatus containing such material subject to the restrictions and four (4) year duration set forth in Section 5.7 contained herein. 2.3 During the term of the Separation and Distribution this Agreement, Licensor hereby grants CTI may extend license rights as defined in this Section 2.0 to Licensee any Affiliate or Sub-Licensee. Grants made to Affiliates or Sub-Licensees and Licensee’s extensions made to Affiliates and Licensee hereby accepts on behalf of itself and its Affiliates the licenses for the Licensed Products as described in Schedules 1 through 4 and 6 through 7. In addition to the other licenses set forth herein, for the sole purpose of enabling Licensee to perform its obligations as the licensor pursuant to those certain agreements: (i) or Sub-Licensees are made by and between Alcoa Inc. and Alcoa Bohai Aluminum Industries Company Limited and dated as of January 1, 2012; and (ii) made by and between Alcoa Inc. and Open Joint Stock Company Samara Metallurgical Plant (now known as Joint Stock Company Arconic SMZ), and dated as of August 22, 2006, Licensor grants to Licensee a noneffective when any such Affiliate or Sub-exclusive, fully paid-up, royalty-free license for all purposes necessary for Licensee to perform its obligations under those agreements with respect to Technology licensed pursuant to the those agreements as of the Effective Date. To the extent that sublicensing is permitted in the foregoing license grants, Licensee shall be liable agree in writing to Licensor for any breaches of this Agreement by any permitted sublicensees. In addition, Licensor will be authorized to pursue all rights of licensor under the Bohai and Samara licenses referenced in (i) and (ii) above if the licensee under those agreements breaches. In the event that an Affiliate ceases to have the status of an Affiliate (whether as a result of a divestiture or otherwise), the successor in interest to such Affiliate may retain licenses granted to the prior Affiliate to the extent that such licenses pertained to facilities in existence prior to the change in Affiliate status, with no unilateral ability for such successor in interest to expand the scope of a license to any additional facilities, new or existing. Any such successor in interest will be bound by the terms hereof as if such Affiliate or Sub-Licensee had entered into this Agreement with STC effective as of the Effective Date of this Agreement. Such extension may not be made at any time that CTI is in default with respect to any of its obligations to STC under this Agreement. The extension shall be on such forms as may be provided or approved by STC which approval shall not be unreasonably withheld. A true copy of the executed extension agreement to any such Affiliate or Sub-Licensee shall be furnished promptly to STC. 2.4 The Parties agree that the STC Retained Uses are excluded from the license rights as defined in this Section 2.0. 2.5 The Parties agree that CTI and its Affiliates are granted only the rights defined in the Agreement herein, and unless explicitly otherwise mutually agreed to by Parties, CTI is not granted any additional rights by STC. 2.6 Upon finalization and execution of this Agreement, STC agrees to promptly disclose the details of all LSO Technology to CTI including the transfer to CTI, at no cost to CTI, of reports, data, specifications, drawings and other documents listed in Schedule B entirely owned by STC at the time of the Effective Date and to cooperate with and assist CTI, including allowing inspection of equipment and making available key STC technical personnel to consult with CTI subject to the following conditions for the orderly transfer of such LSO Technology to CTI for enabling CTI to use the LSO Technology and LSO Patent Rights as contemplated under this Agreement. Under the terms of this agreement, STC shall provide at no additional cost to CTI, other than relevant travel expenses and related miscellaneous expenses, key STC technical personnel for the time duration defined in Schedule D, to facilitate the integration of LSO Technology into the operations of CTI as specified in Schedule D. Beyond that time duration and the tasks noted in Schedule D, CTI may request further assistance from STC, and any such assistance will be subject to mutually agreeable reasonable terms and billing rates and subject to a separate and mutually agreeable Consulting Agreement. CTI is not obliged to request any further assistance from STC nor is STC obliged to provide any further assistance above and beyond its obligations set forth in Schedule D. 2.7 In the event that CTI transfers the LSO Technology to a third party manufacturer, the manufacturer shall be required to maintain such LSO Technology confidential according to the terms outlined in Section 5.0 of this Agreement; will be required to sign a Confidentiality Agreement of a form approved by STC; and will be required to allow the examination of its records as provided in Paragraph 4.4.

License Grants. Subject A. GTEL hereby grants and agrees to grant to LICENSEE and Affiliated Companies of LICENSEE, and LICENSEE accepts and agrees to accept from GTEL, subject to the terms and conditions of this Agreement and to the restrictions and four (4) year duration set forth in Section 5.7 of the Separation and Distribution Agreement, Licensor hereby grants to Licensee nonexclusive (except as provided in Paragraph B of this Article), worldwide, royalty-bearing, nonassignable, and Licensee’s Affiliates nonsublicensable (except as is permitted under Paragraph C of this Article) rights and Licensee hereby accepts on behalf of itself and its Affiliates the licenses for under the Licensed Patents to make, have made, use, sell, lease, rent, or otherwise dispose of Licensed Products as described in Schedules 1 through 4 and 6 through 7. In addition during the term of this Agreement. B. GTEL will not grant a license to an existing or prospective sublicensee of LICENSEE under the other licenses set forth hereinLicensed Patents to make, for the sole purpose have made, use, sell, lease, rent, or otherwise dispose of enabling Licensee Consumer Licensed Products; provided, however, this commitment by GTEL not to perform its obligations as the licensor pursuant grant a license to those certain agreementsanother licensee shall not apply: (i) made by when the license to another licensee includes licenses under both technology and between Alcoa Inc. and Alcoa Bohai Aluminum Industries Company Limited and dated patents generally known as of January 1, 2012ASET; and (ii) made when the license to another licensee is a cross-license that includes patents on technologies in one or more relatively broad technical fields including that encompassed by the Licensed Patents; or (iii) to any activities of GTEL or any Affiliated Company of GTEL including, but not limited to, making, having made, selling, renting, leasing, or otherwise disposing of any telecommunications, cellular and between Alcoa Inc. other mobile communications, or satellite communications product or service. C. LICENSEE shall have the right to grant sublicenses under and Open Joint Stock Company Samara Metallurgical Plant (now known as Joint Stock Company Arconic SMZ), and dated as of August 22, 2006, Licensor grants to Licensee a non-exclusive, fully paid-up, royalty-free license for all purposes necessary for Licensee to perform its obligations under those agreements with respect to Technology licensed pursuant to within the those agreements as of the Effective Date. To the extent that sublicensing is permitted in the foregoing license grants, Licensee shall be liable to Licensor for any breaches scope of this Agreement by as part of the normal licensing activities of LICENSEE. Such sublicenses shall be generally consistent with the form attached hereto as Exhibit 1. LICENSEE shall notify GTEL of any such sublicense agreement in the next royalty report after the signing thereof. Any sublicense hereunder shall be subject to all of the terms of this Agreement except that a sublicensee shall not be permitted sublicenseesto grant further sublicenses under this Paragraph. In addition, Licensor will LICENSEE shall be authorized and remain responsible for the performance of LICENSEE’S sublicensees hereunder including making payments to pursue GTEL of all rights of licensor under the Bohai royalties and Samara licenses referenced in (i) and (ii) above if the licensee under those agreements breaches. In the event that an Affiliate ceases submitting to have the status of an Affiliate (whether GTEL royalty reports as a result of a divestiture or otherwise), the successor in interest to such Affiliate may retain are required herein. D. The licenses granted hereunder shall extend to the prior Affiliate customers of LICENSEE, Affiliated Companies of LICENSEE, or sublicensees only to the extent that such licenses pertained to facilities in existence prior LICENSEE has paid royalties hereunder with respect to the change in Affiliate statusLicensed Products sold, with no unilateral ability for leased, rented, or otherwise disposed of to such successor in interest to expand the scope of a license to any additional facilities, new or existing. Any such successor in interest will be bound by the terms of this Agreementcustomers.

License Grants. Subject to the terms and conditions of compliance with this Agreement and to the restrictions and four (4) year duration set forth in Section 5.7 of the Separation and Distribution Agreement, Licensor APL hereby grants to Licensee and Licensee’s (but not to Affiliates unless permitted under this Section 2.1) and Licensee hereby accepts on behalf an exclusive license in the Territory for the Field of itself Use, under the APL IP, to research, develop, make, have made, use, sell, offer to sell, import, perform, and its Affiliates the licenses for offer to perform the Licensed Products as described in Schedules 1 through 4 and 6 through 7. In addition to and/or Licensed Services (the other licenses set forth herein, for the sole purpose of enabling Licensee to perform its obligations as the licensor pursuant to those certain agreements: “License”). 2.1 (a) Permitted Affiliate(s). (i) made by Licensee is a wholly owned subsidiary of BullFrog AI Holdings, Inc., and between Alcoa as such BullFrog AI Holdings, Inc. and Alcoa Bohai Aluminum Industries Company Limited and dated as is deemed a permitted Affiliate of January 1, 2012; and Licensee to whom Licensee has or intends to grant certain rights to the APL IP. (ii) made by BullFrog AI Management, LLC is a wholly owned subsidiary of BullFrog AI Holdings, Inc., and between Alcoa as such BullFrog AI Management, LLC is deemed a permitted Affiliate of Licensee to whom Licensee has or intends to grant certain rights to the APL IP. (iii) Notwithstanding any term to the contrary in the Agreement, BullFrog Holdings, Inc. and Open Joint Stock Company Samara Metallurgical Plant (now known BullFrog AI Management, LLC as Joint Stock Company Arconic SMZpermitted Affiliates, and any other Affiliate(s) permitted under this Section 2.1(a), and dated as of August 22, 2006, Licensor grants to Licensee a non-exclusive, fully paid-up, royalty-free license for all purposes necessary for Licensee to perform its obligations under those agreements with respect to Technology licensed pursuant to the those agreements as of the Effective Date. To the extent that sublicensing is permitted in the foregoing license grants, Licensee shall be liable to Licensor for any breaches of this Agreement by any permitted sublicensees. In addition, Licensor will be authorized to pursue all rights of licensor under the Bohai and Samara licenses referenced in (i) and (ii) above if the licensee under those agreements breaches. In the event that an Affiliate ceases to have the status of an Affiliate (whether as a result of a divestiture or otherwise), the successor in interest to such Affiliate may retain licenses granted to the prior Affiliate to the extent that such licenses pertained to facilities in existence prior to the change in Affiliate status, with no unilateral ability for such successor in interest to expand the scope of a license to any additional facilities, new or existing. Any such successor in interest will be bound by the terms all of Licensee’s duties, obligations, and responsibilities under this Agreement. (iv) Notwithstanding any term to the contrary in the Agreement, BullFrog Holdings, Inc. and BullFrog AI Management, LLC as the Affiliates, and any other Affiliate(s) permitted under this Section 2.1(a), shall be jointly and severally liable for all of their respective duties, obligations, and responsibilities under this Agreement, including without limitation the payment of royalties and Non-Royalty Sublicensing Income, whether or not paid to Licensee by Affiliate. APL Initials _______ Licensee Initials _______ Page 1 of 6

License Grants. Subject (a) IXSYS hereby grants to MEDIMMUNE and MEDIMMUNE hereby accepts from IXSYS a sole and exclusive right and license (or sublicense, as applicable) for the LICENSED TERRITORY (i) under and to IXSYS PATENTS and IXSYS KNOW-HOW to research, develop, make, have made, use, import, export and sell, offer to sell or have sold PRODUCTS and (ii) to make, have made and use (a) (i). Notwithstanding anything to the contrary in this Agreement, the rights and licenses granted to MEDIMMUNE under this Agreement exclude any right or license (express or implied) under any IXSYS patent rights or know-how regarding the generation, discovery or modification of antibody libraries, antibodies or fragments thereof, generally. (b) To the extent that the rights and licenses granted to MEDIMMUNE under Section 3.1(a) is a sublicense under an IXSYS LICENSE AGREEMENT, the rights, and licenses granted to MEDIMMUNE under such sublicense are limited to the extent that IXSYS is licensed under the IXSYS LICENSE AGREEMENT and such sublicense is subject to the terms, conditions and restrictions of the IXSYS LICENSE AGREEMENT that are applicable to a sublicense thereunder. MEDIMMUNE shall not take or omit to take any action the effect of which would cause IXSYS to be in breach of IXSYS' obligations under the IXSYS LICENSE AGREEMENTS (without regard to any applicable cure or notice requirements thereof). 3.2 MEDIMMUNE shall have the right to grant sublicenses under the licenses and sublicenses granted under Section 3.1 to its AFFILIATES and THIRD PARTIES (with the right to grant further sublicenses, subject to any terms, conditions and restrictions on further sublicensing under IXSYS LICENSE AGREEMENTS). MEDIMMUNE shall deliver to IXSYS a copy of each such sublicense promptly after execution of the same. Each such sublicense shall be subject to the terms and conditions of this Agreement Agreement. 3.3 The licenses granted hereunder include the right of MEDIMMUNE, its AFFILIATES and SUBLICENSEES to grant to the restrictions and four purchaser thereof the right to use and/or resell a purchased PRODUCT for which a royalty has been paid hereunder on NET SALES of such PRODUCT (4determined in accordance with Section 1.9), without payment of any further royalty to IXSYS. 3.4 The provisions of Section 11.3(b) year duration set forth in Section 5.7 of the Separation and Distribution Agreement, Licensor hereby grants MEDIMMUNE's only diligence obligations to Licensee and Licensee’s Affiliates and Licensee hereby accepts on behalf of itself and its Affiliates the licenses for the Licensed Products as described in Schedules 1 through 4 and 6 through 7. In addition to the other licenses set forth herein, for the sole purpose of enabling Licensee to perform its obligations as the licensor pursuant to those certain agreements: (i) made by and between Alcoa Inc. and Alcoa Bohai Aluminum Industries Company Limited and dated as of January 1, 2012; and (ii) made by and between Alcoa Inc. and Open Joint Stock Company Samara Metallurgical Plant (now known as Joint Stock Company Arconic SMZ), and dated as of August 22, 2006, Licensor grants to Licensee a non-exclusive, fully paid-up, royalty-free license for all purposes necessary for Licensee to perform its obligations under those agreements IXSYS with respect to Technology licensed pursuant research, development and commercialization of PRODUCT, and the sole and exclusive remedy for failure to meet such obligations. 3.5 IXSYS acknowledges that MEDIMMUNE is in the business of developing, manufacturing and selling of medical processes and products and that nothing in this Agreement shall be construed as restricting such business or imposing on MEDIMMUNE the duty to market, and/or sell and exploit PRODUCT for which royalties are due hereunder to the those agreements exclusion of or in preference to any other product or process. 3.6 Subject to Section 11.3(b), MEDIMMUNE shall have sole discretion for making all decisions relating to the commercialization and marketing of PRODUCT. 3.7 Except as otherwise expressly provided in this Agreement, or the parties otherwise expressly agree in writing, neither party shall obtain any right or license in any patent rights, know-how, materials or technology of the Effective Date. To the extent that sublicensing is permitted in the foregoing license grantsother party (by implication, Licensee shall be liable to Licensor estoppel or otherwise) for any breaches of this Agreement by any permitted sublicensees. In addition, Licensor will be authorized to pursue all rights of purpose. 3.8 IXSYS shall in good faith request that its licensor under each IXSYS LICENSE AGREEMENT provide the Bohai and Samara licenses referenced in (i) and (ii) above if the licensee under those agreements breaches. In the event that an Affiliate ceases to have the status consent of an Affiliate (whether as a result of a divestiture or otherwise), the successor in interest to such Affiliate may retain licenses granted to the prior Affiliate to the extent that such licenses pertained to facilities in existence prior to the change in Affiliate status, with no unilateral ability for such successor in interest to expand the scope of a license to any additional facilities, new or existing. Any such successor in interest will be bound by the terms of this Agreement.Appendix C.

License Grants. 2.1 Subject to the terms and conditions of this Agreement and to the restrictions and four (4) year duration set forth in Section 5.7 of the Separation and Distribution Sublicense Agreement, Licensor including this Appendix C: (a) Vanda hereby grants to Licensee and Licensee’s Affiliates and Licensee hereby accepts on behalf of itself and its Affiliates the licenses for the Licensed Products as described in Schedules 1 through 4 and 6 through 7. In addition to the other licenses set forth herein, for the sole purpose of enabling Licensee to perform its obligations as the licensor pursuant to those certain agreements: Novartis (i) made by an exclusive right and between Alcoa Inc. license, with the right to grant sublicenses, to use the Vanda Trademark “FANAPT™” in the U.S./Canadian Territory in connection with the manufacture, use, import and Alcoa Bohai Aluminum Industries Company Limited commercialization of Products in the U.S./Canadian Territory; (ii) subject to Sections 2.1(a)(i) and dated as (iii) of January 1this Appendix C, 2012a non-exclusive license to use the Vanda Trademarks (other than “FANAPT™”) in the U.S./Canadian Territory in connection with the manufacture and commercialization of Products, such license to include the right to distribute Products in the U.S./Canadian Territory with packaging that bears the Vanda Trademarks; and (iiiii) made by an exclusive right and between Alcoa Inc. license, with the right to grant sublicenses, to use the Vanda Copyrights in connection with the commercialization of the Products in the U.S./Canadian Territory. Except as otherwise expressly provided for in the Sublicense Agreement, Vanda may continue to use the Vanda Trademarks as it sees fit in the ordinary course of business, including in connection with the manufacturing and Open Joint Stock Company Samara Metallurgical Plant commercialization of the Compound or Product in the ROW Territory. (now known as Joint Stock Company Arconic SMZ), and dated as of August 22, 2006, Licensor b) Novartis hereby grants to Licensee a non-Vanda an exclusive, fully paid-up, royalty-free license for all purposes necessary for Licensee license, with the right to perform its obligations grant sublicenses, under those agreements with respect the Novartis Trademarks to Technology licensed pursuant to the those agreements as of the Effective Date. To the extent that sublicensing is permitted commercialize Compounds and Products (including in any Depot Formulations) in the foregoing license grants, Licensee shall be liable to Licensor for any breaches of this Agreement by any permitted sublicensees. In addition, Licensor will be authorized to pursue all rights of licensor under the Bohai and Samara licenses referenced in (i) and (ii) above if the licensee under those agreements breachesROW Territory. In the event that an Affiliate ceases to have Novartis files for and commercializes any Depot Formulation of the status Product in the U.S./Canadian Territory under a Depot Trademark (as defined in Section 2.4(b) of an Affiliate (whether as a result of a divestiture or otherwisethe Sublicense Agreement), and such Depot Trademark is approved by Sanofi-Aventis pursuant to Section 2.5 of the successor in interest Titan Agreement, then Vanda may, at its option, elect to acquire a license to such Affiliate may retain licenses granted Depot Trademark under the same license terms as set forth in the preceding sentence by providing written notice of its election to Novartis. Upon Vanda’s issuance of said notice, the prior Affiliate Depot Trademark will be deemed to the extent that such licenses pertained to facilities in existence prior to the change in Affiliate status, with no unilateral ability for such successor in interest to expand be automatically added within the scope of a the aforementioned exclusive license to any additional facilities, new or existing. Any such successor in interest will be bound by the terms of this AgreementNovartis Trademarks.

License Grants. 2.1 Subject to the other terms and conditions of this Agreement and to the restrictions and four (4) year duration set forth in Section 5.7 of the Separation and Distribution AbbVie- MPP Agreement, Licensor hereby grants to Licensee and Licensee’s Affiliates and Licensee hereby accepts on behalf of itself and its Affiliates the licenses for the Licensed Products as described in Schedules 1 through 4 and 6 through 7. In addition to the other licenses set forth herein, for the sole purpose of enabling Licensee to perform its obligations as the licensor pursuant to those certain agreements: : (ia) made by and between Alcoa Inc. and Alcoa Bohai Aluminum Industries Company Limited and dated as of January 1, 2012; and (ii) made by and between Alcoa Inc. and Open Joint Stock Company Samara Metallurgical Plant (now known as Joint Stock Company Arconic SMZ), and dated as of August 22, 2006, Licensor grants to Licensee a non-exclusive, fully paidnon-up, royalty-free transferable license for all purposes necessary for Licensee under the Territory Patents to perform its obligations under those agreements with respect to Technology licensed pursuant to Exploit the those agreements as of the Effective Date. To the extent that sublicensing is permitted Licensed Products in the foregoing Field and in the Territory; (b) a non-exclusive, non-transferable license grantsunder the AbbVie Patents to Manufacture and Develop the Licensed Compounds and Licensed Products solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; (c) a non-exclusive, Licensee non-transferable license under the AbbVie Patents to sell, offer to sell, or otherwise distribute Licensed Products to Non-Territory Eligible Purchasers solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; and (d) a non-exclusive, non-transferable license under the AbbVie Patents to sell, offer to sell, or otherwise distribute Licensed Compounds solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory. 2.2 The licenses granted hereunder do not include any license or other right to use any AbbVie trademark, trade name, logo or service xxxx (each, an “AbbVie Xxxx”) or any word, logo or any expression that is similar to or alludes to any AbbVie Xxxx. 2.3 Nothing in this Agreement shall be liable construed to Licensor for prevent Licensee from engaging in any breaches of activities where such activities would not infringe AbbVie Patents granted and in force, including, without limitation, where a country has issued a compulsory license on AbbVie Patent(s). 2.4 Except as expressly set forth in this Agreement by any permitted sublicensees. In additionAgreement, Licensor will be authorized to pursue all rights of licensor under the Bohai and Samara licenses referenced in (i) Licensor does not grant any license to Licensee under any of AbbVie intellectual property rights (including, without limitation, AbbVie Patents or rights to any AbbVie proprietary compounds or drug substances other than Licensed Compounds) and (ii) above if Licensee shall not further sublicense any of the licensee under those agreements breaches. In the event that an Affiliate ceases to have the status of an Affiliate (whether as a result of a divestiture or otherwise), the successor rights set forth in interest to such Affiliate may retain licenses granted to the prior Affiliate to the extent that such licenses pertained to facilities in existence prior to the change in Affiliate status, with no unilateral ability for such successor in interest to expand the scope of a license to any additional facilities, new or existing. Any such successor in interest will be bound by the terms of this Agreement. 2.5 Notwithstanding anything to the contrary herein, Licensee acknowledges and agrees that the license granted under this Section 2 is granted solely under and with respect to AbbVie Patents Rights for the purposes of supplying Licensed Compounds and Licensed Products for ultimate use in Licensed Products used in the Field and in the Territory. Nothing in this Agreement will be construed as granting Licensee any rights under any patents, know-how or otherwise to use or sell the Licensed Product for ultimate use outside of the Field or outside of the Territory.

License Grants. 2.1 Subject to the terms and conditions of this Agreement and to the restrictions and four (4) year duration set forth in Section 5.7 of the Separation and Distribution Agreement, Licensor Licensors hereby grants grant to Licensee and Licensee’s Affiliates and Licensee hereby accepts on behalf of itself an exclusive, royalty-bearing license to use the Technology and its Affiliates the Patent Rights in the Territory to develop, make, use, sell and commercialize Products in the Field. Licensee has the limited right to grant sublicenses to the licenses for granted under this Clause 2. 2.2 Licensee does have the Licensed Products as described right, subject to prior written approval by Licensors, to grant sublicenses of the rights granted under Clauses 2.1 in Schedules 1 through 4 and 6 through 7the Territory. In addition Any sublicense of rights under Clauses 2.1 that is granted by Licensee shall be limited to rights licensed to the other licenses set forth hereinLicensee and shall be consistent with Licensee's obligations to Licensors under this Agreement. Licensee shall notify Licensors in writing of any proposed sublicense, which notice shall identify the proposed sublicensee and shall clearly define the scope of rights proposed to be granted. Licensors shall, within thirty (30) days after receipt of such notice, inform Licensee in writing as to whether Licensors accept or reject the proposed sublicense at the Licensors ' sole discretion. Such approval shall not to be unreasonably withheld. If Licensors approve the sublicense, Licensee shall be responsible for ensuring the sole purpose full compliance of enabling its sublicensee with the terms and conditions of this Agreement. Licensee to perform its obligations as shall ensure that it is a term of the licensor pursuant to those certain agreementssublicense agreement that any change in control of the sublicensee must be approved in writing by Licensors. Each sublicense agreement shall state that: (i) made by the sublicensed party shall use its best efforts to develop and between Alcoa Inc. commercialize the Products in the field in the territory that are the subject of the sublicense; (ii) the sublicense agreement shall terminate immediately upon termination of this Agreement; (iii) an acknowledgement that the Technology and Alcoa Bohai Aluminum Industries Company Limited Patent Rights are and dated as shall remain in the respective names of January 1, 2012the Licensors; and (iiiv) made a documentation retention requirement as provided in Clause 6.3 and an audit right by and between Alcoa Inc. and Open Joint Stock Company Samara Metallurgical Plant (now known as Joint Stock Company Arconic SMZ), and dated as of August 22, 2006, Licensor grants to Licensee a non-exclusive, fully paid-up, royalty-free license for all purposes necessary for Licensee to perform its obligations under those agreements with respect to Technology licensed pursuant to the those agreements as Licensors of the Effective Datesame scope as provided in Clause 6.4 herein. To the extent that sublicensing is permitted in the foregoing license grantsany terms, Licensee shall be liable to Licensor for conditions or limitations of any breaches of this Agreement by any permitted sublicensees. In addition, Licensor will be authorized to pursue all rights of licensor under the Bohai and Samara licenses referenced in (i) and (ii) above if the licensee under those agreements breaches. In the event that an Affiliate ceases to have the status of an Affiliate (whether as a result of a divestiture or otherwise), the successor in interest to such Affiliate may retain licenses granted to the prior Affiliate to the extent that such licenses pertained to facilities in existence prior to the change in Affiliate status, sublicense agreement are inconsistent with no unilateral ability for such successor in interest to expand the scope of a license to any additional facilities, new or existing. Any such successor in interest will be bound by the terms of this Agreement, those terms, conditions and limitations are null and void against Licensors.