Common use of License Termination Clause in Contracts

License Termination. Upon termination of this Agreement for any reason, each sublicense granted by Licensee to a Sublicensee shall remain in effect as a direct license from The Regents to the Sublicensee (each a “New License Agreement”), for the scope of the license granted to such Sublicensee, on the same terms as this Agreement (taking into account any difference in license scope, territory, and duration of sublicense grant), provided that the Sublicensee is not at the time of such termination in breach of its sublicense agreement, is not at the time of such termination an opposing party in any legal proceeding involving The Regents, and that the financial terms of each New Licensee Agreement shall be identical to the corresponding financial terms of this Agreement. In the event of termination of this Agreement and if The Regents shall grant a direct license to any Sublicensee pursuant to the preceding sentence, The Regents will not be bound by any grant of rights broader than or will not be required to perform any obligation other than those rights and obligations contained in this Agreement. The Regents and the Sublicensee will modify each such New License Agreement to include all of the rights of The Regents (and [**], and, if applicable, the United States Government and other sponsors) that are contained in this Agreement. Notwithstanding the foregoing, each Sublicensee’s right to enter into a New License Agreement shall only be available to the extent (i) Licensee has provided The Regents with a copy of the sublicense agreement granting the sublicense to such Sublicensee as required under Paragraph 3.3 and with all terms relating to the rights and obligations under this Agreement left unredacted, (ii) such Sublicensee notifies The Regents within [**] after the termination of this Agreement that it wishes to enter into a New License Agreement, (iii) Sublicensee pays to The Regents its pro rata share of any unreimbursed patent expenses during the negotiation of the New License Agreement within [**] of the mailing date of the invoice for such expenses, and (iv) the duties of The Regents under the New License Agreement will not be greater than the duties of The Regents under this Agreement and (v) there is no outstanding or ongoing material breach of such sublicense by such Sublicensee which remains uncured. The terms in this Paragraph 3.5 are applicable only to sublicenses granted by Licensee and are not applicable to any sublicenses granted by a Sublicensee.

License Termination. In the event that Licensee (i) fails to timely satisfy the release commitments set forth in Section 13(A) of this License; or (ii) fails to make timely payment of the Advance Royalty to Licensor as set forth in Section 10 of this License; or (iii) fails to pay Royalties to Licensor on a timely basis as set forth in Section 18 of this License; or (iv) commits a material breach of the quality commitments set forth in Section 15 of this License, that, as shown by proof by Licensor, causes a material damage to the Franchise as a whole; and any such breach set forth in the immediately preceding clauses (i), (ii) and/or (iii) is not cured within thirty (30) days of the receipt by Licensee of written notice thereof, and any such breach set forth in the preceding clause (iv) is not cured within ninety (90) days of the receipt by Licensee of written notice thereof through correcting any deficiency on future released Licensed Products, then the Licensor shall have the right to terminate this License, in whole or in part, immediately upon a second written notice to the Licensee, in addition to any other rights or remedies Licensor may have. In the event that Licensor materially breaches this License, and such breach is not cured within thirty (30) days of the receipt by Licensor of written notice thereof, then Licensee shall have the right to terminate this License, in whole or in part, immediately upon a second written notice to Licensor, in addition to any other rights or remedies Licensee may have. Upon Licensee’s termination of this Agreement for any reasonthe License in accordance with the immediately preceding paragraph, each sublicense granted by or in the event Licensee to a Sublicensee shall remain in effect as a direct license from The Regents to loses the Sublicensee (each a “New License Agreement”), for the scope benefit of the license granted to hereunder or such Sublicensee, on the same terms as this Agreement (taking into account license is otherwise terminated for any difference in license scope, territory, and duration of sublicense grant), provided that the Sublicensee is not at the time of such termination in breach of its sublicense agreement, is not at the time of such termination an opposing party in any legal proceeding involving The Regents, and that the financial terms of each New Licensee Agreement shall be identical to the corresponding financial terms of this Agreement. In the event of termination of this Agreement and if The Regents shall grant a direct license to any Sublicensee pursuant to the preceding sentence, The Regents will not be bound by any grant of rights broader than or will not be required to perform any obligation reason other than those rights and obligations contained for the reasons in this Agreement. The Regents and the Sublicensee will modify each such New License Agreement to include all of the rights of The Regents (and [**], and, if applicable, the United States Government and other sponsors) that are contained in this Agreement. Notwithstanding the foregoing, each Sublicensee’s right to enter into a New License Agreement shall only be available to the extent clauses (i) Licensee has provided The Regents with a copy of the sublicense agreement granting the sublicense to such Sublicensee as required under Paragraph 3.3 and with all terms relating to the rights and obligations under this Agreement left unredacted), (ii) such Sublicensee notifies The Regents within [**] after the termination of this Agreement that it wishes to enter into a New License Agreement), (iii) Sublicensee pays and/or (iv) set forth in the immediately preceding paragraph, the Licensor and Licensee agree to the following liquidated damages which Licensor shall pay to Licensee. The Regents its pro rata share liquidated damages will be the sum of any unreimbursed patent (a) the Cumulative Advance Amount then outstanding which has not been recouped by Licensee in accordance with Section 10, (b) all costs and expenses during incurred by Licensee, including, but not limited to, research and development costs, in connection with the negotiation development of the New License Agreement within [**] of the mailing date of the invoice for such expensesTDU2 and TDU3 which has not been amortized by Licensee, and (ivc) any indemnity which Licensee shall be entitled to under Section 17 (collectively, the duties of The Regents “Liquidated Damages”). Licensee and Licensor acknowledge that the Liquidated Damages are reasonable under the New License Agreement will not circumstances existing on the Effective Date and reasonably approximate the amount of damages that would be greater than the duties sustained by Licensee as a consequence of The Regents under this Agreement and (v) there is no outstanding or ongoing Licensor’s material breach of such sublicense this License and that it is impracticable or extremely difficult to determine the actual damages that would be sustained by such Sublicensee which remains uncuredLicensee as a result of Licensor’s material breach. The Liquidated Damage amounts provided for herein are not intended to constitute a forfeiture or penalty, but are instead intended to reflect Licensor’s and Licensee’s best estimate of Licensee’s actual damages. The terms and conditions of the following Sections will survive Licensor’s termination of this License or the rejection of the License in a Licensor bankruptcy case under the United States Bankruptcy Code as amended (the “Bankruptcy Code”) or other insolvency law: Sections 17, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30 and 31. In addition, the termination or expiration of this Paragraph 3.5 are applicable only Agreement shall not relieve either party of any liability that accrued prior to sublicenses granted by Licensee and are not applicable to any sublicenses granted by a Sublicenseesuch termination or expiration.

License Termination. Upon termination of this Agreement for any reason, each sublicense granted by Licensee to a Sublicensee shall remain in effect as a direct license from The Regents to the Sublicensee (each a “New License Agreement”), for the scope of the which license granted to such Sublicensee, on shall be substantially the same scope as the sublicense on terms and conditions substantially the same as this Agreement (taking into account any difference in license scope, territory, and duration of sublicense grant)Agreement, provided that the Sublicensee is not at the time of such termination in breach of its sublicense agreement, is not at the time of agreement where such termination an opposing party in any legal proceeding involving The Regents, and that the financial terms of each New Licensee Agreement shall be identical to the corresponding financial terms of this Agreementbreach remains uncured. In the event of termination such a grant of this Agreement and if The Regents shall grant a direct license to any Sublicensee pursuant to the preceding sentence, The Regents will not be bound by any grant of rights broader than or will not be required to perform any obligation other than those rights and obligations contained in this Agreement. The Regents and the Sublicensee will modify each such New License Agreement to include all of the rights of The Regents (and [**], and, if applicable, the United States Government and other sponsors) that are contained in this Agreement. Notwithstanding the foregoing, each Sublicensee’s right to enter into a New License Agreement shall only be available to the extent (iA) Licensee has provided provides to The Regents with a copy of the sublicense agreement granting the sublicense to such Sublicensee as required under Paragraph 3.3 and with all terms relating to the rights and obligations under this Agreement left unredacted, (iiB) such Sublicensee notifies The Regents within [**] ninety (90) days after the termination of this Agreement that it wishes to enter into a New License Agreement, (iii) Sublicensee pays to The Regents its pro rata share of any unreimbursed patent expenses during the negotiation of the New License Agreement within [**] of the mailing date of the invoice for such expenses, and (ivC) the duties of The Regents under the New License Agreement will not be greater than the duties of The Regents under this Agreement and (v) there is no outstanding or ongoing material breach Agreement. NE Comm Lic UCSF Surrozen SF16-193 Page 7 of such sublicense by such Sublicensee which remains uncured. The terms in this Paragraph 3.5 are applicable only to sublicenses granted by Licensee and are not applicable to any sublicenses granted by a Sublicensee.SECTIONPAGES \* MERGEFORMAT 24

License Termination. In the event that Licensee (i) fails to timely satisfy the release commitments set forth in Section 13(A) of this License; or (ii) fails to make timely payment of the Advance Royalty to Licensor as set forth in Section 10 of this License; or (iii) fails to pay Royalties to Licensor on a timely basis as set forth in Section 17 of this License; and any such breach set forth in the immediately preceding clauses (i), (ii) and/or (iii) is not cured within thirty (30) days of the receipt by Licensee of written notice thereof, then the Licensor shall have the right to terminate this License, in whole or in part, immediately upon a second written notice to the Licensee, in addition to any other rights or remedies Licensor may have. In the event that Licensor materially breaches this License, and such breach is not cured within thirty (30) days of the receipt by Licensor of written notice thereof, then Licensee shall have the right to terminate this License, in whole or in part, immediately upon a second written notice to Licensor, in addition to any other rights or remedies Licensee may have. Upon Licensee’s termination of this Agreement for any reasonthe License in accordance with the immediately preceding paragraph, each sublicense granted by or in the event Licensee to a Sublicensee shall remain in effect as a direct license from The Regents to loses the Sublicensee (each a “New License Agreement”), for the scope benefit of the license granted to hereunder or such Sublicensee, on the same terms as this Agreement (taking into account license is otherwise terminated for any difference in license scope, territory, and duration of sublicense grant), provided that the Sublicensee is not at the time of such termination in breach of its sublicense agreement, is not at the time of such termination an opposing party in any legal proceeding involving The Regents, and that the financial terms of each New Licensee Agreement shall be identical to the corresponding financial terms of this Agreement. In the event of termination of this Agreement and if The Regents shall grant a direct license to any Sublicensee pursuant to the preceding sentence, The Regents will not be bound by any grant of rights broader than or will not be required to perform any obligation reason other than those rights and obligations contained for the reasons in this Agreement. The Regents and the Sublicensee will modify each such New License Agreement to include all of the rights of The Regents (and [**], and, if applicable, the United States Government and other sponsors) that are contained in this Agreement. Notwithstanding the foregoing, each Sublicensee’s right to enter into a New License Agreement shall only be available to the extent clauses (i) Licensee has provided The Regents with a copy of the sublicense agreement granting the sublicense to such Sublicensee as required under Paragraph 3.3 and with all terms relating to the rights and obligations under this Agreement left unredacted), (ii) such Sublicensee notifies and/or (iii) set forth in the immediately preceding paragraph, the Licensor and Licensee agree to the following liquidated damages which Licensor shall pay to Licensee. The Regents within [**] after liquidated damages will be the sum of (a) the Cumulative Advance Amount then outstanding which has not been recouped by Licensee in accordance with Section 10, (b) all costs and expenses incurred by Licensee, including, but not limited to, research and development costs, in connection with the development of TDU2 and TDU3 which has not been amortized by Licensee, and (c) any indemnity which Licensee shall be entitled to under Section 16 (collectively, the “Liquidated Damages”). Licensee and Licensor acknowledge that the Liquidated Damages are reasonable under the circumstances existing on the Effective Date and reasonably approximate the amount of damages that would be sustained by Licensee as a consequence of Licensor’s material breach of this License and that it is impracticable or extremely difficult to determine the actual damages that would be sustained by Licensee as a result of Licensor’s material breach. The Liquidated Damage amounts provided for herein are not intended to constitute a forfeiture or penalty, but are instead intended to reflect Licensor’s and Licensee’s best estimate of Licensee’s actual damages. The terms and conditions of the following Sections will survive Licensor’s termination of this License or the rejection of the License in a Licensor bankruptcy case under the Bankruptcy Code: Sections 16, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29 and 30. In addition, the termination or expiration of this Agreement that it wishes to enter into a New License Agreement, (iii) Sublicensee pays to The Regents its pro rata share shall not relieve either party of any unreimbursed patent expenses during the negotiation of the New License Agreement within [**] of the mailing date of the invoice for liability that accrued prior to such expenses, and (iv) the duties of The Regents under the New License Agreement will not be greater than the duties of The Regents under this Agreement and (v) there is no outstanding termination or ongoing material breach of such sublicense by such Sublicensee which remains uncured. The terms in this Paragraph 3.5 are applicable only to sublicenses granted by Licensee and are not applicable to any sublicenses granted by a Sublicenseeexpiration.

License Termination. The obligations of Paradigm under this Agreement and the license herein granted shall terminate at the option of Paradigm upon the failure of County to make any payment when due, or upon the failure of County to perform or observe any covenant or obligation set forth in this Agreement, provided Paradigm has given County thirty (30) days prior written notice, and County has failed to pay the amount due, or to cure such failure, within such time. Upon any termination of this Agreement for any reason, each sublicense granted by Licensee to a Sublicensee shall remain in effect as a direct license from The Regents to the Sublicensee (each a “New License Agreement”), for the scope of or the license granted hereunder, County shall cease using the Software and shall return to such SublicenseeParadigm, on or at Paradigm's option destroy, the same terms as this Agreement (taking into account original and all copies of the Software, the Documentation and any difference other materials provided by Paradigm, the obligations of County set forth in license scope, territory, the paragraphs entitled "License Scope," "License Title and duration of sublicense grant), provided that the Sublicensee is not at the time of such Ownership" and shall continue in full force and effect upon any termination in breach of its sublicense agreement, is not at the time of such termination an opposing party in any legal proceeding involving The Regents, and that the financial terms of each New Licensee Agreement shall be identical to the corresponding financial terms of this Agreement. In Paradigm's rights of repossession may be enforced by software disablement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PARADIGM'S MONETARY LIABILITY FOR ANY CAUSE (REGARDLESS OF THE FORM OF ACTION) UNDER OR RELATING TO THIS AGREEMENT, THE HARDWARE OR THE SOFTWARE, SHALL IN NO EVENT EXCEED THE TOTAL OF ALL AMOUNTS PAID TO PARADIGM BY COUNTY FOR SOFTWARE LICENSE FEES PURSUANT TO THIS AGREEMENT, LESS A PRO RATA ABATEMENT OF SUCH FEES FOR EACH FULL OR PARTIAL MONTH OF THE FIRST ONE HUNDRED TWENTY (120) MONTHS FOLLOWING THE DATE OF ACCEPTANCE BY THE COUNTY AS DEFINED HEREIN. COUNTY UNDERSTANDS THAT THE FEES CHARGED BY PARADIGM IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISKS EXPRESSED BY THE LIMITED WARRANTY, THE EXCLUSIVE REMEDY FOR BREACH OF THAT LIMITED WARRANTY, AND THE LIMITATIONS OF LIABILITY AND DAMAGES WHICH ARE SET FORTH HEREIN. BY SIGNING WHERE INDICATED, COUNTY ACCEPTS THESE TERMS AND AFFIRMS IT UNDERSTANDS THAT TO CHANGE THEM WOULD AFFECT THE ECONOMIC BARGAIN EXPRESSED IN THIS AGREEMENT. TERMS AND CONDITIONS COVERAGE. The computer programs eligible for Standard Support Services (as defined below) are those programs described on the event of termination of this Agreement Software Support Schedule set forth on the Software Support Schedule, or attached hereto, as updated with all current amendments, alterations, enhancements, improvements and if The Regents updates furnished to County under warranty and Standard Support Services (the "Software"). Standard Support Services shall grant a direct license to any Sublicensee pursuant be rendered only to the preceding sentence, The Regents will not be bound currently supported version of Software running with the applicable operating system version supported by any grant of rights broader than or will not be required to perform any obligation other than those rights and obligations contained in this Agreement. The Regents and the Sublicensee will modify each such New License Agreement to include all of the rights of The Regents (and [**], and, if applicable, the United States Government and other sponsors) that are contained in this Agreement. Notwithstanding the foregoing, each Sublicensee’s right to enter into a New License Agreement shall only be available to the extent (i) Licensee has provided The Regents with a copy of the sublicense agreement granting the sublicense to such Sublicensee as required under Paragraph 3.3 and with all terms relating to the rights and obligations under this Agreement left unredacted, (ii) such Sublicensee notifies The Regents within [**] after the termination of this Agreement that it wishes to enter into a New License Agreement, (iii) Sublicensee pays to The Regents its pro rata share of any unreimbursed patent expenses during the negotiation of the New License Agreement within [**] of the mailing date of the invoice for such expenses, and (iv) the duties of The Regents under the New License Agreement will not be greater than the duties of The Regents under this Agreement and (v) there is no outstanding or ongoing material breach of such sublicense by such Sublicensee which remains uncured. The terms in this Paragraph 3.5 are applicable only to sublicenses granted by Licensee and are not applicable to any sublicenses granted by a SublicenseeParadigm.