Common use of Ownership and Licenses Clause in Contracts

Ownership and Licenses. The Parties agree that any materials, including without limitation, the Custom Software developed by the CONTRACTOR for the State, will be the exclusive property of HCA. HCA will own all right, title, and interest in and to its Confidential Information and the materials provided by the CONTRACTOR, including without limitation the Custom Software and associated documentation. For purposes of this section, the materials will not include the CONTRACTOR’s Proprietary Software or Third Party Software. The CONTRACTOR will take all actions necessary and transfer ownership of the materials to HCA including without limitation, the Custom Software and associated documentation prior to the termination of this Agreement. The CONTRACTOR will furnish such material, upon request of HCA, in accordance with applicable State law. All materials, in whole and in part, will be deemed works made for hire of HCA for all purposes of copyright law, and the copyright will belong solely to HCA. To the extent that any materials do not qualify as a work made for hire under applicable law, and to the extent that the materials include items subject to copyright, patent, trade secret, or other proprietary right protection, the CONTRACTOR agrees to assign, and hereby assigns, all right, title, and interest in and to the materials, including without limitation, all copyrights, inventions, patents, trade secrets, and other proprietary rights therein (including renewals thereof) to HCA. The CONTRACTOR will, at HCA’s expense, assist HCA or its nominee to obtain copyrights, trademarks, or patents for all such materials in the United States and any other countries. The CONTRACTOR agrees to execute all papers and to give all facts known to it necessary to secure United States or foreign copyrights and patents, and to transfer, or cause to transfer, to HCA all the right, title, and interest in and to such materials. The CONTRACTOR also agrees not to assert any moral rights under applicable copyright law with regard to such materials. License Rights HCA will have a royalty-free and non-exclusive license to access the CONTRACTOR’s Proprietary Software and associated documentation during the term of this Agreement. HCA shall also have ownership and unlimited rights to use, disclose, duplicate or publish all information and data developed, derived, documented or furnished by the CONTRACTOR under or resulting from this Agreement. Such data will include all results, technical information and materials developed for and/or obtained by HCA for the CONTRACTOR in the performance of the services hereunder, including but not limited to, all reports, surveys, plans, charts, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, computer printouts, notes and memoranda and documents (whether finished or unfinished) that result from, or are prepared in conjunction with, this Agreement. Proprietary Notices The CONTRACTOR will reproduce and include HCA’s copyright and other proprietary notices and product identifications provided by the CONTRACTOR on such copies, in whole or in part, or on any form of the materials. State and Federal Governments In accordance with 45 C.F.R. § 95.617, all appropriate State and federal agencies will have a royalty-free, nonexclusive and irrevocable license to reproduce, publish, translate or otherwise use, and to authorize others to use, for federal government purposes, all materials, the Custom Software and modifications thereof, and associated documentation designed, developed, or installed with federal financial participation under this Agreement, including but not limited to those materials covered by copyright, all software source and object code, instructions, files, and documentation.

Ownership and Licenses. The Parties agree that any materials6.1 Except as otherwise explicitly licensed or transferred as provided herein, including without limitationeach party will, the Custom Software developed by the CONTRACTOR for the State, will be the exclusive property of HCA. HCA will own all right, title, and interest in and to its Confidential Information as between it and the materials provided by the CONTRACTORother party hereto, including without limitation the Custom Software and associated documentation. For purposes of this section, the materials will not include the CONTRACTOR’s Proprietary Software or Third Party Software. The CONTRACTOR will take all actions necessary and transfer retain ownership of the materials to HCA including without limitation, the Custom Software any and associated documentation prior to the termination of this Agreement. The CONTRACTOR will furnish such material, upon request of HCA, in accordance with applicable State law. All materials, in whole and in part, will be deemed works made for hire of HCA for all purposes of copyright law, and the copyright will belong solely to HCA. To the extent that any materials do not qualify as a work made for hire under applicable law, and to the extent that the materials include items subject to copyright, patent, trade secret, or other proprietary right protection, the CONTRACTOR agrees to assign, and hereby assigns, all right, title, and interest in and to the materials, including without limitation, all copyrights, inventions, patentscopyrights, trade secrets, know-how, patent rights and other proprietary rights therein (including renewals thereof) to HCA. The CONTRACTOR will, at HCA’s expense, assist HCA or its nominee to obtain copyrights, trademarks, or patents for all such materials in the United States technology and any other countries. The CONTRACTOR agrees to execute all papers and to give all facts known to it necessary to secure United States or foreign copyrights and patents, and to transfer, or cause to transfer, to HCA all the right, title, and interest in and to such materials. The CONTRACTOR also agrees not to assert any moral rights under applicable copyright law with regard to such materials. License Rights HCA will have a royalty-free and non-exclusive license to access the CONTRACTOR’s Proprietary Software and associated documentation during the term of this Agreement. HCA shall also have ownership and unlimited rights to usethe extent conceived or developed by its personnel or contractors (other than the other party hereto). Neither party makes any grant of rights by implication. 6.2 Except as otherwise provided herein, discloseeach party shall be responsible, duplicate or publish all information and data developedas it shall determine, derived, documented or furnished by the CONTRACTOR under or resulting from this Agreement. Such data will include all results, technical information and materials developed for and/or obtained by HCA for the CONTRACTOR in the performance filing and prosecution of the services hereunder, including but not limited to, any and all reports, surveys, plans, charts, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, computer printouts, notes and memoranda and documents (whether finished or unfinished) that result from, or are prepared in conjunction with, this Agreement. Proprietary Notices The CONTRACTOR will reproduce and include HCA’s copyright and other proprietary notices and product identifications provided by the CONTRACTOR on such copiespatent applications with respect, in whole or in part, to its own intellectual property and for the maintenance of any available patent protection with respect thereto; provided however, that neither party commits that any such patent protection will be available or on continuous hereunder. If one party believes that an application for a patent in the Territory should be filed with respect to any form invention of the materialsother party hereunder related to the Designated Product, it may so notify such other party, and the parties will cooperate in the investigation of the propriety of such an application, taking into account the respective interests of the parties and the anticipated costs and benefits of such patent protection. 6.3 Penwest hereby grants to Mylan and its Affiliates a license under the Penwest Patents, the Joint Developments, and Penwest's Confidential Technology disclosed to Mylan hereunder to make, have made, use and sell the Designated Product in the Territory during the License Term. State Such license shall be exclusive for such purposes as to the Penwest Patents listed in Exhibit within the Exclusive Territory and Federal Governments In accordance shall be non-exclusive in the Non-Exclusive Territory. Such license does not extend to the making of TIMERx or Formulated TIMERx, but does cover the incorporation of the same into the Designated Product. Mylan shall have no right to grant sublicenses hereunder without the prior written consent of Penwest, which consent may be withheld in Penwest's discretion as to sublicenses in the Exclusive CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS Territory, but will not be unreasonably withheld as to sublicenses in the NonExclusive Territory. Penwest will, throughout the License Term, promptly notify Mylan of all Penwest Patents referred to in Subsection and provide Mylan with 45 C.F.R. § 95.617access to all of the same, solely for use within the scope of the license stated in this section. 6.4 Mylan hereby grants to Penwest and its Affiliates a nonexclusive, paid-up, worldwide license, with right to sublicense, under any and all appropriate State patents, patent applications, trade secrets, copyrights, and federal agencies other intellectual property rights of any sort owned or controlled by Mylan or its Affiliates or sublicensees, to make, have made, use and sell Formulated TIMERx during the License Term, if and to the extent such license is necessary for Penwest to do so as agreed hereunder. Penwest and its Affiliates shall have the right to grant sublicenses of its rights hereunder to an alternate supplier as and for the purposes described in Section , but shall otherwise have no right to grant sublicenses hereunder without the prior written consent of Mylan, which consent shall not be unreasonably withheld. 6.5 Subject to and conditional upon the failure of Penwest (or the alternate supplier) to meet Mylan's and its Affiliates' and sublicensees' requirements as provided in Section , Penwest grants to Mylan a nonexclusive, worldwide license under the TIMERx Production Technology to make and have made Formulated TIMERx solely for use in the Designated Product for sale in the Territory during the License Term. Mylan shall have no right to grant sublicenses of its rights hereunder (whether to Affiliate(s) or otherwise) without the prior written consent of Penwest, which consent shall not be unreasonably withheld. 6.6 Mylan acknowledges that Penwest and its Affiliates, for itself and for others, applies, and will seek to apply, TIMERx to products other than the Designated Product. No provision hereof, and no exclusivity hereunder, shall prevent Penwest from so applying TIMERx or Formulated TIMERx, so long as the end product is not the Designated Product hereunder. 6.7 Mylan hereby grants to Penwest and its Affiliates a nonexclusive, worldwide license, with right to sublicense, under any and all Mylan Improvements, to make, have made, use and sell any products or services using or based upon TIMERx or related technology, other than Designated Products in the Territory during the License Term. Such license shall require the payment of a reasonable royalty to Mylan if any commercial sales are made under such license. Penwest shall notify Mylan at least *********** prior to granting any sublicense to the rights under this section (other than to a Penwest Affiliate), and shall consult with Mylan as to the CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS propriety of such sublicense if Mylan, within such ********** period, notifies Penwest of Mylan's belief, on reasonable grounds stated in such notice, that such a sublicense would have a substantial adverse effect on Mylan or its business. Mylan will, throughout the License Term, promptly notify Penwest of all Mylan Improvements and provide Penwest with access to all of the same, solely for use within the scope of the license stated in this section. 6.8 In recognition of the parties' cooperative efforts with respect to the Joint Developments, it is agreed that each party and its Affiliates shall have the nonexclusive, worldwide right and license, with right to sublicense, under the Joint Developments, to make, have made, use and sell any products or services (other than the Designated Product by Penwest or its Affiliates in the Exclusive Territory during the License Term); provided, however. ******************************************************************************** ******************************************************************************** ********** Each party shall promptly notify the other of any such licenses or sublicenses of any Joint Developments. Each party will, throughout the License Term, promptly notify the other of all Joint Developments and provide such other party with access to all of the same. 6.9 Mylan hereby grants Penwest and its Affiliates a nonexclusive license under all rights of Mylan and its Affiliates and sublicensees in and to that portion of the Mylan Test and Regulatory Data that is disclosed or provided to Penwest hereunder, to use the same for purposes of complying with governmental requirements of any country, other than with respect to the Designated Product for marketing or use in the Territory. Such license shall be on a paid-up, royalty-free, nonexclusive free basis as to Penwest and irrevocable license to reproduce, publish, translate or otherwise useits Affiliates, and as to authorize others any of the Available Portion of the Mylan Test and Regulatory Data (whether as to usePenwest or others), for federal government purposes, all materials, but shall ************************************************ if any but the Custom Software and modifications thereofAvailable Portion is used by any other party under a sublicense from Penwest or its Affiliate. Penwest shall notify Mylan at least ********* prior to granting any sublicense to the rights under this section (other than to a Penwest Affiliate or as to the Available Portion), and associated documentation designedshall consult with Mylan as to the propriety of such sublicense if Mylan, developedwithin such ******** period, notifies Penwest of Mylan's belief, on reasonable grounds stated in such notice, that such a sublicense would have a substantial adverse effect on Mylan or installed its business. Mylan hereby consents to Penwest's and its Affiliates' and sublicensees' cross-referencing, in any filings that are essentially the equivalent of the sorts of filings that are termed "ANDA" or "NDA" filings if made with federal financial participation the FDA, made by them within the scope of such license, any ANDA or NDA filing made or FDA master file created by Mylan or its Affiliates or sublicensees relating to or containing any of the Mylan Test and Regulatory Data. The license under this section CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS shall survive any termination or expiration of the term of this Agreement, including except a termination under Section due to an uncured breach by Penwest. Mylan will, throughout the License Term and solely for use within the scope of the license stated in this section, promptly provide to Penwest copies of all of the Deliverable Portion of the Mylan Test and Regulatory Data in or coming into Mylan's possession or otherwise reasonably available to it. 6.10 Penwest hereby grants Mylan and its Affiliates (with right to sublicense only to sublicensees under Section , as approved by Penwest) a nonexclusive, paid-up license under all rights of Penwest and its Affiliates in and to the Penwest Test and Regulatory Data to use the same for purposes of complying with governmental requirements, but not limited solely with respect to those materials covered the Designated Product for marketing or use in the Territory. Penwest hereby consents to Mylan's and its Affiliates' and such sublicensees' cross-referencing, in any ANDA or NDA filings made by copyrightthem within the scope of such license, any ANDA or NDA filing made or FDA master file created by Penwest or its Affiliates relating to or containing any of the Penwest Test and Regulatory Data. The license and rights under this section shall survive any termination or expiration of the term of this Agreement, except a termination under Section due to an uncured breach by Mylan. Penwest will, throughout the License Term and solely for use within the scope of the license stated in this section, promptly provide to Mylan copies of all software source of the Penwest Test and object codeRegulatory Data in or coming into Penwest's possession or otherwise reasonably available to it. 6.11 Each party agrees to mark xxx to have marked by its Affiliates and sublicensees (if any) every product manufactured, instructionsused or sold by it or its Affiliates or sublicensees in accordance with the laws of the United States or other applicable nation relating to the marking of patented articles with notices of patent. 6.12 Any dispute concerning ************************************** ******************************************************************************** **************** Each party hereto shall afford, filesto the extent permissible under its agreements with the third parties, and documentationthe other party hereto the same audit rights that such party obtains from its licensees or sublicensees with respect to any of the rights described in such sections.

Ownership and Licenses. The Parties agree Codexis shall own all intellectual property rights relating to the Results and, except as required to conduct the Services, Arch shall have no right or license in such intellectual property rights. Arch shall retain ownership of intellectual property rights in analytical, manufacturing technologies employed and controlled by Arch (and not by Codexis) to perform its obligations under this Agreement; provided, however, that Arch hereby grants to Codexis an irrevocable, perpetual, fully paid-up, royalty-free, worldwide, non-exclusive license, with the right to sublicense, under such intellectual property rights to make, use, sell, offer to sell, import, or export the Results. Codexis may disclose such intellectual property rights in any materials, including without limitationpatent applications filed by Codexis. All information (a) received from Codexis pursuant to this Agreement or (b) obtained as a result of Arch’s performance under this Agreement as defined in each Services Protocol (collectively, the Custom Software developed by the CONTRACTOR for the State, will “Information”) shall be the exclusive sole property of HCACodexis. HCA will own all right, titleArch agrees to disclose promptly to Codexis, and interest Codexis shall own, all inventions, discoveries, designs, innovations, improvements, and all other intellectual property rights made or perfected by Arch and/or Codexis in and to its Confidential Information and the materials provided by the CONTRACTORperformance of, including without limitation the Custom Software and associated documentation. For purposes of this sectionor arising out of, the materials will not include Services and/or the CONTRACTOR’s Proprietary Software use by Arch of any Information for which Arch has an obligation of confidentiality or Third Party Softwarenonuse under Section 8 (the “Discoveries”). The CONTRACTOR will take all actions necessary Codexis shall have the sole right to file, prosecute, and transfer ownership maintain patent applications and patents in respect of the materials Information, Discoveries, and/or Results. Arch hereby undertakes and agrees to HCA including without limitation, the Custom Software execute and associated documentation prior to the termination of this Agreement. The CONTRACTOR will furnish have its employees execute such material, upon request of HCAassignments and other papers which, in accordance with applicable State lawthe reasonable opinion of Codexis, are necessary at any time to permit the filing and prosecution of applications for patents covering claiming Information, Discoveries, and/or the Results. All materialsArch hereby further agrees that, at Codexis’ request and expense, Arch will assist Codexis in whole and in partthe preparation, will be deemed works made for hire of HCA for all purposes of copyright lawfiling, and the copyright will belong solely to HCAprosecution of such patent applications and patents. To the extent that Arch is or becomes aware that any materials do not qualify as a work made for hire under applicable law, and to the extent that the materials include items subject to copyright, patent, trade secret, or other proprietary right protection, the CONTRACTOR agrees to assign, and hereby assigns, all right, title, and interest in and to the materials, including without limitation, all copyrights, inventions, patents, trade secrets, and other proprietary rights therein (including renewals thereof) to HCA. The CONTRACTOR will, at HCA’s expense, assist HCA or its nominee to obtain copyrights, trademarks, or patents for all such materials in the United States and any other countries. The CONTRACTOR agrees to execute all papers and to give all facts known to it necessary to secure United States or foreign copyrights and patents, and to transfer, or cause to transfer, to HCA all the right, title, and interest in and to such materials. The CONTRACTOR also agrees not to assert any moral rights under applicable copyright law with regard to such materials. License Rights HCA will have a royalty-free and non-exclusive license to access the CONTRACTOR’s Proprietary Software and associated documentation during the term of this Agreement. HCA shall also have ownership and unlimited rights to use, disclose, duplicate or publish all information and data developed, derived, documented or furnished by the CONTRACTOR under or resulting from this Agreement. Such data will include all results, technical information and materials developed for and/or obtained by HCA for the CONTRACTOR in the performance of the services hereunderInformation, including but not limited toDiscoveries, all reports, surveys, plans, charts, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, computer printouts, notes and memoranda and documents (whether finished or unfinished) that result from, or Results are prepared in conjunction with, this Agreement. Proprietary Notices The CONTRACTOR will reproduce and include HCA’s copyright and other proprietary notices and product identifications provided by the CONTRACTOR on such copies, in whole or in part, or on any form of the materials. State and Federal Governments In accordance with 45 C.F.R. § 95.617, all appropriate State and federal agencies will have a royalty-free, nonexclusive and irrevocable license to reproduce, publish, translate or otherwise use, and to authorize others to usedisclosed publicly, for federal government purposesexample in an existing patent/patent application, all materials, the Custom Software and modifications thereof, and associated documentation designed, developed, or installed with federal financial participation under this Agreement, including but not limited to those materials covered by copyright, all software source and object code, instructions, files, and documentationit shall inform Codexis.

Ownership and Licenses. The Parties agree that any materials6.1 Except as otherwise explicitly licensed or transferred as provided herein, including without limitationeach party will, the Custom Software developed by the CONTRACTOR for the State, will be the exclusive property of HCA. HCA will own all right, title, and interest in and to its Confidential Information as between it and the materials provided by the CONTRACTORother party hereto, including without limitation the Custom Software and associated documentation. For purposes of this section, the materials will not include the CONTRACTOR’s Proprietary Software or Third Party Software. The CONTRACTOR will take all actions necessary and transfer retain ownership of the materials to HCA including without limitation, the Custom Software any and associated documentation prior to the termination of this Agreement. The CONTRACTOR will furnish such material, upon request of HCA, in accordance with applicable State law. All materials, in whole and in part, will be deemed works made for hire of HCA for all purposes of copyright law, and the copyright will belong solely to HCA. To the extent that any materials do not qualify as a work made for hire under applicable law, and to the extent that the materials include items subject to copyright, patent, trade secret, or other proprietary right protection, the CONTRACTOR agrees to assign, and hereby assigns, all right, title, and interest in and to the materials, including without limitation, all copyrights, inventions, patentscopyrights, trade secrets, patent rights and other proprietary rights therein (including renewals thereof) to HCA. The CONTRACTOR will, at HCA’s expense, assist HCA or its nominee to obtain copyrights, trademarks, or patents for all such materials in the United States technology and any other countries. The CONTRACTOR agrees to execute all papers and to give all facts known to it necessary to secure United States or foreign copyrights and patents, and to transfer, or cause to transfer, to HCA all the right, title, and interest in and to such materials. The CONTRACTOR also agrees not to assert any moral rights under applicable copyright law with regard to such materials. License Rights HCA will have a royalty-free and non-exclusive license to access the CONTRACTOR’s Proprietary Software and associated documentation during the term of this Agreement. HCA shall also have ownership and unlimited rights to usethe extent conceived or developed by its personnel or contractors (other than the other party hereto). Neither party makes any grant of rights by implication. TIMERx Technologies will retain ownership in (but Schwxxx Xxxrma shall have the right to use within the scope of its licenses) all Dissolution Profile Studies and Pilot Biostudies and Schwxxx Xxxrma will retain ownership of its Pivotal Biostudies and its ANDA. Except as otherwise provided herein, discloseeach party shall be responsible, duplicate or publish all information and data developedas it shall determine, derived, documented or furnished by the CONTRACTOR under or resulting from this Agreement. Such data will include all results, technical information and materials developed for and/or obtained by HCA for the CONTRACTOR in the performance filing and prosecution of the services hereunder, including but not limited to, any and all reports, surveys, plans, charts, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, computer printouts, notes and memoranda and documents (whether finished or unfinished) that result from, or are prepared in conjunction with, this Agreement. Proprietary Notices The CONTRACTOR will reproduce and include HCA’s copyright and other proprietary notices and product identifications provided by the CONTRACTOR on such copiespatent applications with respect, in whole or in part, to its own intellectual property and for the maintenance of any available patent protection with respect thereto; provided however, that neither party commits that any such patent protection will be available or on any form continuous hereunder. 6.2 TIMERx Technologies hereby grants to Schwxxx Xxxrma an exclusive license under the TIMERx Technologies Patents and TIMERx Technologies' Confidential Technology disclosed to Schwxxx Xxxrma hereunder to make, have made, use and sell the Designated Product in the Territory during the License Term. Such license does not extend to the making of TIMERx or Formulated TIMERx, but does cover the incorporation of the materialssame into the Designated Product. State Schwxxx Xxxrma shall have the right to grant sublicenses of its rights hereunder to any Affiliate(s) of Schwxxx Xxxrma, but shall otherwise have no right to grant sublicenses hereunder without the prior written consent of TIMERx Technologies, which consent shall not be unreasonably withheld. TIMERx Technologies will, throughout the License Term, promptly notify Schwxxx Xxxrma of all TIMERx Technologies Patents referred to in Subsection 1.24.2 and Federal Governments In accordance provide Schwxxx Xxxrma with 45 C.F.R. § 95.617access to all of the same, solely for use within the scope of the license stated in this section. 6.3 Schwxxx Xxxrma acknowledges that TIMERx Technologies, for itself and for others, applies, and will seek to apply, TIMERx to products (which may include, without limitation, the Designated Product and other controlled-release products containing Diltiazem) for manufacture and sale outside the Territory, or to products within the Territory (but in that case, during the License Term, only for products other than the Designated Product or another controlled-release product containing Diltiazem). No provision hereof, and no exclusivity hereunder, shall prevent TIMERx Technologies from so applying TIMERx or Formulated TIMERx, so long as the end product is not the Designated Product (or another controlled-release product containing Diltiazem) for manufacture or sale in the Territory. CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. 6.4 Schwxxx Xxxrma hereby grants to TIMERx Technologies a nonexclusive, paid-up, worldwide license, with right to sublicense, under any and all appropriate State patents, patent applications, trade secrets, copyrights, and federal agencies will other intellectual property rights of any sort owned or controlled by Schwxxx Xxxrma or its Affiliates, to make, have made, use and sell Formulated TIMERx during the License Term for supply to Schwxxx Xxxrma or its Affiliates or sublicensees, if and to the extent such license is necessary for TIMERx Technologies to do so as agreed hereunder. 6.5 Subject to and conditional upon the failure or continuing unwillingness of TIMERx Technologies to meet Schwxxx Xxxrma's and its Affiliates' and sublicensees' requirements as provided in Section 5.13, TIMERx Technologies grants to Schwxxx Xxxrma a royaltynonexclusive license under the TIMERx Production Technology to make and have made Formulated TIMERx in the Territory solely for use in the Designated Product for sale in the Territory during the License Term, subject to Section 5.13.5. Schwxxx Xxxrma shall have no right to grant sublicenses of its rights hereunder (whether to Affiliate(s) or otherwise) without the prior written consent of TIMERx Technologies, which consent shall not be unreasonably withheld. 6.6 Schwxxx Xxxrma hereby grants to TIMERx Technologies a nonexclusive, paid-freeup, nonexclusive worldwide license, with right to sublicense, under any and irrevocable all Schwxxx Xxxrma Improvements to make, have made, use and sell any products or services using or based upon TIMERx or related technology. ****************************** ******************************************************************************* ******************* such license; provided, however, that if Schwxxx Xxxrma terminates this Agreement pursuant to Section 2.8, 3.8 , or 10.2, this license to reproduceTIMERx Technologies ******************************************************** ******************* of the Designated Product or any services involving the Designated Product. Schwxxx Xxxrma will, publishthroughout the License Term, translate or otherwise usepromptly notify TIMERx Technologies of all Schwxxx Xxxrma Improvements and provide TIMERx Technologies with access to all of the same, solely for use within the scope of the license stated in this section. 6.7 Schwxxx Xxxrma hereby grants TIMERx Technologies a nonexclusive license, with right to sublicense, under all rights of Schwxxx Xxxrma and its Affiliates and sublicensees in and to authorize others the Schwxxx Xxxrma Test and Regulatory Data to useuse the same for purposes of complying with governmental requirements of any country, other than with respect to the Designated Product or another controlled-release product containing Diltiazem for federal government purposesmanufacturing, all materialsmarketing or use in the Territory. CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. Schwxxx Xxxrma hereby consents to TIMERx Technologies' and its sublicensees' cross-referencing, in any ANDA or NDA filings made by them within the Custom Software scope of such license, any ANDA or NDA filing made or FDA master file created by Schwxxx Xxxrma or its Affiliates relating to or containing any of the Schwxxx Xxxrma Test and modifications thereofRegulatory Data. ****************************************************** ********************* to be determined, if any commercial sales are made under such license, **************** ******************** the Schwxxx Xxxrma Test and associated documentation designedRegulatory Data so used or referenced could have been properly accessed and used by third parties not operating under such a license. It is also understood that ****************************************** ************** as licensed hereunder, developed, as such consideration may be later determined either by agreement of the parties or installed with federal financial participation pursuant to Section 10.6. The license under this section shall survive any termination or expiration of the term of this Agreement, including except a termination under Section 10.3 due to an uncured breach by TIMERx Technologies. Schwxxx Xxxrma will, throughout the License Term and solely for use within the scope of the license stated in this section, provide to TIMERx Technologies on request access to all of the Schwxxx Xxxrma Test and Regulatory Data in or coming into Schwxxx Xxxrma's possession or otherwise reasonably available to it. 6.8 TIMERx Technologies hereby grants Schwxxx Xxxrma a nonexclusive, paid-up license, with right to sublicense, under all rights of TIMERx Technologies and its Affiliates in and to the TIMERx Technologies Test and Regulatory Data to use the same for purposes of complying with governmental requirements, but not limited solely with respect to those materials covered the Designated Product for marketing or use in the Territory. TIMERx Technologies hereby consents to Schwxxx Xxxrma's and its sublicensees' cross-referencing, in any ANDA filings made by copyrightthem within the scope of such license, any NDA filing made or FDA master file created by TIMERx Technologies or its Affiliates relating to or containing any of the TIMERx Technologies Test and Regulatory Data. The license and rights under this section shall survive any termination or expiration of the term of this Agreement, except a termination under Section 10.3 due to an uncured breach by Schwxxx Xxxrma. TIMERx Technologies will, throughout the License Term and solely for use within the scope of the license stated in this section, provide to Schwxxx Xxxrma on request access to all software source of the TIMERx Technologies Test and object codeRegulatory Data in or coming into TIMERx Technologies' possession or otherwise reasonably available to it. 6.9 Each party agrees to mark xxx to have marked by its sublicensees every product manufactured, instructions, files, and documentationused or sold by it or its sublicensees in accordance with the laws of the United States or other applicable nation relating to the marking of patented articles with notices of patent.

Ownership and Licenses. The Parties agree that A. Except as otherwise explicitly licensed or transferred as provided herein, each party will, as between it and the other party hereto, retain ownership of any materialsand all inventions, including without limitationcopyrights, trade secrets, patent rights and other technology and rights to the extent made solely by its personnel, Affiliates, or contractors (other than the other party hereto), and the parties will jointly own any and all Joint Technology. Inventorship for these purposes will be determined under the prevailing U.S. rules and interpretations. Unless otherwise approved by Committee Action, the Custom Software developed by the CONTRACTOR party primarily responsible for the State, will be the exclusive property filing of HCA. HCA will own all right, title, and interest in and to its Confidential Information and the materials provided by the CONTRACTORa PLA, including without limitation the Custom Software and associated documentation. For purposes of this section, the materials will not include the CONTRACTOR’s Proprietary Software or Third Party Software. The CONTRACTOR will take all actions necessary and transfer ownership of the materials to HCA including without limitation, the Custom Software and associated documentation prior to the termination of this Agreement. The CONTRACTOR will furnish such material, upon request of HCA, in accordance with applicable State law. All materials, in whole and in part, will be deemed works made for hire of HCA for all purposes of copyright law, and the copyright will belong solely to HCA. To the extent that any materials do not qualify as a work made for hire under applicable law, and to the extent that the materials include items subject to copyright, patent, trade secret, or other proprietary right protection, the CONTRACTOR agrees to assign, and hereby assigns, all right, title, and interest in and to the materials, including without limitation, all copyrights, inventions, patents, trade secrets, and other proprietary rights therein (including renewals thereof) to HCA. The CONTRACTOR will, at HCA’s expense, assist HCA or its nominee to obtain copyrights, trademarks, or patents for all such materials NDAs in the United States and U.S., shall own such PLAs. Neither party makes any other countries. The CONTRACTOR agrees to execute all papers and to give all facts known to grant of rights by implication. B. Except as otherwise provided herein, each party shall be responsible, as it necessary to secure United States or foreign copyrights and patentsshall determine, and to transfer, or cause to transfer, to HCA all the right, title, and interest in and to such materials. The CONTRACTOR also agrees not to assert any moral rights under applicable copyright law with regard to such materials. License Rights HCA will have a royalty-free and non-exclusive license to access the CONTRACTOR’s Proprietary Software and associated documentation during the term of this Agreement. HCA shall also have ownership and unlimited rights to use, disclose, duplicate or publish all information and data developed, derived, documented or furnished by the CONTRACTOR under or resulting from this Agreement. Such data will include all results, technical information and materials developed for and/or obtained by HCA for the CONTRACTOR in the performance filing and prosecution of the services hereunder, including but not limited to, any and all reports, surveys, plans, charts, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, computer printouts, notes and memoranda and documents (whether finished or unfinished) that result from, or are prepared in conjunction with, this Agreement. Proprietary Notices The CONTRACTOR will reproduce and include HCA’s copyright and other proprietary notices and product identifications provided by the CONTRACTOR on such copiespatent applications with respect, in whole or in part, to its own intellectual property and for the maintenance of any available patent protection with respect thereto, and the Alliance Committee will determine which of PPG or Endo, or both, will be responsible for the filing and prosecution of any and all patent applications with respect to the Joint Technology, with due regard to reasonable concerns, if any, expressed by either party as to the impact such a filing and prosecution may have on its other rights and technologies; provided however, that neither party commits that any form such patent protection will be available or continuous hereunder. 1. PPG hereby grants to Endo a license under the Joint Technology, the PPG Patents, and PPG's Confidential Technology disclosed to Endo hereunder to make, have made, use, sell, offer for sale, and import the Designated Product(s) in the Territory during the License Term applicable to such Designated Product. Such license shall be exclusive as to the applicable nation(s) during the Exclusivity Period applicable thereto for such Designated Product, and shall otherwise be nonexclusive. Such license does not extend to the making of TIMERx or Formulated TIMERx, but does cover the incorporation of the materialssame into the Designated Product(s). State Endo shall have no right to grant sublicenses hereunder without the prior written consent of PPG, which consent shall not be unreasonably withheld. PPG will, throughout the License Term, promptly notify Endo of all PPG Patents referred to in Section 1.38.3 and Federal Governments In accordance provide Endo with 45 C.F.R. § 95.617access to all of the same, solely for use within the scope of the license stated in this section. 2. Endo hereby grants to PPG a license, with right to sublicense, under any and all appropriate State Endo Technology and federal agencies Joint Technology to make, have made, use, sell, offer for sale, and import the Designated Product(s) in the Territory; provided, however, that during the term and within the scope of the Exclusivity Period(s) for the license granted by PPG to Endo under Section 6.3.1, such license under Section 6.3.1 will have a royalty-freetake precedence over the license under this Section 6.3.2, nonexclusive and irrevocable the rights under this section will be exercised by Endo. The license under this Section 6.3.2 shall be exclusive to PPG for an "Exclusivity Period" (as defined in Section 1.24, mutatis mutandis for application to patents on Endo Technology and Joint Technology and to Endo's Confidential Technology provided to PPG); provided, however, that if and to the extent that the license granted to Endo under Section 6.3.1 continues after the end of an applicable Exclusivity Period thereunder (whether pursuant to Section 5.6, 1.24, or otherwise), this license to reproduce, publish, translate or otherwise use, and to authorize others to use, for federal government purposes, all materials, the Custom Software and modifications thereof, and associated documentation designed, developed, or installed with federal financial participation PPG under this Agreement, including but not limited to those materials covered by copyright, all software source and object code, instructions, files, and documentationSection 6.3.2 shall be nonexclusive.

Ownership and Licenses. The Parties agree that any materials6.1 Except as otherwise explicitly licensed or transferred as provided herein, including without limitationeach party will, the Custom Software developed by the CONTRACTOR for the State, will be the exclusive property of HCA. HCA will own all right, title, and interest in and to its Confidential Information as between it and the materials provided by the CONTRACTORother party hereto, including without limitation the Custom Software and associated documentation. For purposes of this section, the materials will not include the CONTRACTOR’s Proprietary Software or Third Party Software. The CONTRACTOR will take all actions necessary and transfer retain ownership of the materials to HCA including without limitation, the Custom Software any and associated documentation prior to the termination of this Agreement. The CONTRACTOR will furnish such material, upon request of HCA, in accordance with applicable State law. All materials, in whole and in part, will be deemed works made for hire of HCA for all purposes of copyright law, and the copyright will belong solely to HCA. To the extent that any materials do not qualify as a work made for hire under applicable law, and to the extent that the materials include items subject to copyright, patent, trade secret, or other proprietary right protection, the CONTRACTOR agrees to assign, and hereby assigns, all right, title, and interest in and to the materials, including without limitation, all copyrights, inventions, patentscopyrights, trade secrets, know-how, patent rights and other proprietary rights therein (including renewals thereof) to HCA. The CONTRACTOR will, at HCA’s expense, assist HCA or its nominee to obtain copyrights, trademarks, or patents for all such materials in the United States technology and any other countries. The CONTRACTOR agrees to execute all papers and to give all facts known to it necessary to secure United States or foreign copyrights and patents, and to transfer, or cause to transfer, to HCA all the right, title, and interest in and to such materials. The CONTRACTOR also agrees not to assert any moral rights under applicable copyright law with regard to such materials. License Rights HCA will have a royalty-free and non-exclusive license to access the CONTRACTOR’s Proprietary Software and associated documentation during the term of this Agreement. HCA shall also have ownership and unlimited rights to usethe extent conceived or developed by its personnel or contractors (other than the other party hereto). Neither party makes any grant of rights by implication. 6.2 Except as otherwise provided herein, discloseeach party shall be responsible, duplicate or publish all information and data developedas it shall determine, derived, documented or furnished by the CONTRACTOR under or resulting from this Agreement. Such data will include all results, technical information and materials developed for and/or obtained by HCA for the CONTRACTOR in the performance filing and prosecution of the services hereunder, including but not limited to, any and all reports, surveys, plans, charts, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, computer printouts, notes and memoranda and documents (whether finished or unfinished) that result from, or are prepared in conjunction with, this Agreement. Proprietary Notices The CONTRACTOR will reproduce and include HCA’s copyright and other proprietary notices and product identifications provided by the CONTRACTOR on such copiespatent applications with respect, in whole or in part, to its own intellectual property and for the ,maintenance of any available patent protection with respect thereto; provided however, that neither party commits that any such patent protection will be available or on continuous hereunder. If one party believes that an application for a patent in the Territory should be filed with,respect to any form invention of the materialsother party hereunder related to the Designated Product, it may so notify such other party, and the parties will cooperate in the investigation of the propriety of such an application, taking into account the respective interests of the parties and the anticipated costs and benefits of such patent protection. 6.3 Penwest hereby grants to Mylan and its Affiliates a license under the Penwest Patents, the Joint Developments, and Penwest's Confidential Technology disclosed to Mylan hereunder to make, have made, use and sell the Designated Product in the Territory during the License Term. State Such license shall be exclusive for such purposes as to the Penwest Patents listed in Exhibit 1.20 within the Exclusive Territory and Federal Governments In accordance shall be nonexclusive in the Non-Exclusive Territory. Such license does not extend to the making of TIMERx or Formulated TIMERx, but does cover the incorporation of the same into the Designated Product. Mylan shall have no right to grant sublicenses hereunder without the prior written consent of Penwest, which consent may be withheld in Penwest's discretion as to sublicenses in the Exclusive Territory, but will not be unreasonably withheld as to sublicenses in the NonExclusive Territory. Penwest will, throughout the License Term, promptly notify Mylan of all Penwest Patents referred to in Subsection 1.20.2 and provide Mylan with 45 C.F.R. § 95.617access to all of the same, solely for use within the scope of the license stated in this section. 6.4 Mylan hereby grants to Penwest and its Affiliates a nonexclusive, paid-up, worldwide license,,with right to sublicense, under any and all appropriate State patents, patent applications, trade secrets, copyrights, and federal agencies other intellectual property rights of any sort owned or controlled by Mylan or its Affiliates or sublicensees, to make, have made, use and sell Formulated TIMERx during the License Term, if and to the extent such license is necessary for Penwest to do so as agreed hereunder. Penwest and its Affiliates shall have the right to grant sublicenses of its rights hereunder to an alternate supplier as and for the purposes described in Section 5.7, but shall otherwise have no right to grant sublicenses hereunder without the prior written consent of Mylan, which consent shall not be unreasonably withheld. 6.5 Subject to and conditional upon the failure of Penwest (or the alternate supplier) to meet Mylan's and its Affiliates' and sublicensees, requirements as provided in Section 5.8, Penwest grants to Mylan a nonexclusive, worldwide license under the TIMERx Production Technology to make and have made Formulated TIMERx solely for use in the Designated Product for sale in the Territory during the License Term. Mylan shall have no right to grant sublicenses of its rights hereunder (whether to Affiliate(s) or otherwise) without the prior written consent of Penwest, which consent shall not be unreasonably withheld. 6.6 Mylan acknowledges that Penwest and its Affiliates, for itself and for others, applies, and will seek to apply, TIMERx to products other than the Designated Product. No provision hereof, and no exclusivity hereunder, shall prevent Penwest from so applying TIMERx or Formulated TIMERx, so long as the end product is not the Designated Product hereunder, it being understood that the August 1994 Agreement will continue to govern on this point as to the products covered by it. 6.7 Mylan hereby grants to Penwest and its Affiliates a nonexclusive, worldwide license, with right to sublicense, under any and all Mylan Improvements, to make, have made, use and sell any products or services using or based upon TIMERx or related technology, other than: (i) Designated Products in the Territory during the License Term, and (ii), to the extent so provided in the August 1994 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. Agreement, the "Designated Products" defined in that agreement. Such license shall require the payment of a reasonable royalty to Mylan if any commercial sales are made under such license. Penwest shall notify Mylan at least *********** prior to granting any sublicense to the rights under this section (other than to a Penwest Affiliate), and shall consult with Mylan as to the propriety of such sublicense if Mylan, within such ********* period, notifies Penwest of Mylan's belief, on reasonable grounds stated in such notice, that such a sublicense would have a substantial adverse effect on Mylan or its business. Mylan will, throughout the License Term, promptly notify Penwest of all Mylan Improvements and provide Penwest with access to all of the same, solely for use within the scope of the license stated in this section. 6.8 In recognition of the parties' cooperative efforts with respect to the Joint Developments, it is agreed that each party and its Affiliates shall have the nonexclusive, worldwide right and license, with right to sublicense, under the Joint Developments, to make, have made, use and sell any products or services (other than the Designated Product by Penwest or its Affiliates in the Exclusive Territory during the License Term, or, to the extent so provided in the August 1994 Agreement, the "Designated Products" defined in that agreement); provided, ********************* however,*************************************** ******************************************************************************* Each party shall promptly notify the other of any such licenses or sublicenses of any Joint Developments. Each party will, throughout the License Term, promptly notify the other of all Joint Developments and provide such other party with access to all of the same. 6.9 Mylan hereby grants Penwest and its Affiliates a nonexclusive license under all rights of Mylan and its Affiliates and sublicensees in and to that portion of the Mylan Test and Regulatory Data that is disclosed or provided to Penwest hereunder, to use the same for purposes of complying with governmental requirements of any country, other than with respect to the Designated Product for marketing or use in the Territory. Such license shall be on a paid-up, royalty-free, nonexclusive free basis as to Penwest and irrevocable license to reproduce, publish, translate or otherwise useits Affiliates, and as to authorize others any of the Available Portion of the Mylan Test and Regulatory Data (whether as to usePenwest or others), for federal government purposes, all materials, but shall********************************************** if any but the Custom Software and modifications thereofAvailable Portion is used by any other party under a sublicense from Penwest or its Affiliate. Penwest shall notify Mylan at least ***************** prior to granting any sublicense to the rights under this section (other than to a Penwest Affiliate or as to the Available Portion), and associated documentation designedshall consult with Mylan as to the propriety of such sublicense if Mylan, developedwithin such ************ period, notifies Penwest of Mylan's belief, on reasonable grounds stated in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. such notice, that such a sublicense would have a substantial adverse effect on Mylan or installed its business. Mylan hereby consents to Penwest's and its Affiliates' and sublicensees' cross-referencing, in any filings that are essentially the equivalent of the sorts of filings that are termed "ANDA" or "NDA" filings if made with federal financial participation the FDA, made by them within the scope of such license, any ANDA or NDA filing made or FDA master file created by Mylan or its Affiliates or sublicensees relating to or containing any of the Mylan Test and Regulatory Data. The license under this section shall survive any termination or expiration of the term of this Agreement, including except a termination under Section 10.7 due to an uncured breach by Penwest. Mylan will, throughout the License Term and solely for use within the scope of the license stated in this section, promptly provide to Penwest copies of all of the Deliverable Portion of the Mylan Test and Regulatory Data in or coming into Mylan's possession or otherwise reasonably available to it. 6.10 Penwest hereby grants Mylan and its Affiliates (with right to sublicense only to sublicensees under Section 6.3, as approved by Penwest) a nonexclusive, paid-up license under all rights of Penwest and its Affiliates in and to the Penwest Test and Regulatory Data to use the same for purposes of complying with governmental requirements, but not limited solely with respect to those materials the Designated Product for marketing or use in the Territory, it being understood that the August 1994 Agreement will continue to govern on this point as to the products covered by copyrightit. Penwest hereby consents to Mylan's and its Affiliates' and such sublicensees, cross-referencing, in any ANDA or NDA filings made by them within the scope of such license, any ANDA or NDA filing made or FDA master file created by Penwest or its Affiliates relating to or containing any of the Penwest Test and Regulatory Data. The license and rights under this section shall survive any termination or expiration of the term of this Agreement, except a termination under Section 10.7 due to an uncured breach by Mylan. Penwest will, throughout the License Term and solely for use within the scope of the license stated in this section, promptly provide to Mylan copies of all software source of the Penwest Test and object codeRegulatory Data in or coming into Penwest's possession or otherwise reasonably available to it. 6.11 Each party agrees to mark xxx to have marked by its Affiliates and sublicensees (if any) every product manufactured, instructionsused or sold by it or its Affiliates or sublicensees in accordance with the laws of the United States or other applicable nation relating to the marking of patented articles with notices of patent. 6.12 Any dispute concerning ******************************************* ******************************************************************************* ************************************************************* Each party hereto shall afford, filesto the extent permissible under its agreements with the third parties, and documentationthe other party hereto the same audit rights that such party obtains from its licensees or sublicensees with respect to any of the rights described in such sections.

Ownership and Licenses. The Parties agree that any materials6.1 Except as otherwise explicitly licensed or transferred as provided herein, including without limitationeach party will, the Custom Software developed by the CONTRACTOR for the State, will be the exclusive property of HCA. HCA will own all right, title, and interest in and to its Confidential Information as between it and the materials provided by the CONTRACTORother party hereto, including without limitation the Custom Software and associated documentation. For purposes of this section, the materials will not include the CONTRACTOR’s Proprietary Software or Third Party Software. The CONTRACTOR will take all actions necessary and transfer retain ownership of the materials to HCA including without limitation, the Custom Software any and associated documentation prior to the termination of this Agreement. The CONTRACTOR will furnish such material, upon request of HCA, in accordance with applicable State law. All materials, in whole and in part, will be deemed works made for hire of HCA for all purposes of copyright law, and the copyright will belong solely to HCA. To the extent that any materials do not qualify as a work made for hire under applicable law, and to the extent that the materials include items subject to copyright, patent, trade secret, or other proprietary right protection, the CONTRACTOR agrees to assign, and hereby assigns, all right, title, and interest in and to the materials, including without limitation, all copyrights, inventions, patentscopyrights, trade secrets, patent rights and other proprietary rights therein (including renewals thereof) to HCA. The CONTRACTOR will, at HCA’s expense, assist HCA or its nominee to obtain copyrights, trademarks, or patents for all such materials in the United States technology and any other countries. The CONTRACTOR agrees to execute all papers and to give all facts known to it necessary to secure United States or foreign copyrights and patents, and to transfer, or cause to transfer, to HCA all the right, title, and interest in and to such materials. The CONTRACTOR also agrees not to assert any moral rights under applicable copyright law with regard to such materials. License Rights HCA will have a royalty-free and non-exclusive license to access the CONTRACTOR’s Proprietary Software and associated documentation during the term of this Agreement. HCA shall also have ownership and unlimited rights to usethe extent conceived or developed by its personnel or contractors (other than the other party hereto). Neither party makes any grant of rights by implication. TIMERx Technologies will retain ownership in (but Schwxxx Xxxrma shall have the right to use within the scope of its licenses) all Dissolution Profile Studies and Pilot Biostudies and Schwxxx Xxxrma will retain ownership of its Pivotal Biostudies and its ANDA. Except as otherwise provided herein, discloseeach party shall be responsible, duplicate or publish all information and data developedas it shall determine, derived, documented or furnished by the CONTRACTOR under or resulting from this Agreement. Such data will include all results, technical information and materials developed for and/or obtained by HCA for the CONTRACTOR in the performance filing and prosecution of the services hereunder, including but not limited to, any and all reports, surveys, plans, charts, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, computer printouts, notes and memoranda and documents (whether finished or unfinished) that result from, or are prepared in conjunction with, this Agreement. Proprietary Notices The CONTRACTOR will reproduce and include HCA’s copyright and other proprietary notices and product identifications provided by the CONTRACTOR on such copiespatent applications with respect, in whole or in part, to its own intellectual property and for the maintenance of any available patent protection with respect thereto; provided however, that neither party commits that any such patent protection will be available or on any form continuous hereunder. 6.2 TIMERx Technologies hereby grants to Schwxxx Xxxrma an exclusive license under the TIMERx Technologies Patents and TIMERx Technologies' Confidential Technology disclosed to Schwxxx Xxxrma hereunder to make, have made, use and sell the Designated Product in the Territory during the License Term. Such license does not extend to the making of TIMERx or Formulated TIMERx, but does cover the incorporation of the materialssame into the Designated Product. State Schwxxx Xxxrma shall have the right to grant sublicenses of its rights hereunder to any Affiliate(s) of Schwxxx Xxxrma, but shall otherwise have no right to grant sublicenses hereunder without the prior written consent of TIMERx Technologies, which consent shall not be unreasonably withheld. TIMERx Technologies will, throughout the License Term, promptly notify Schwxxx Xxxrma of all TIMERx Technologies Patents referred to in Subsection and Federal Governments In accordance provide Schwxxx Xxxrma with 45 C.F.R. § 95.617access to all of the same, solely for use within the scope of the license stated in this section. 6.3 Schwxxx Xxxrma acknowledges that TIMERx Technologies, for itself and for others, applies, and will seek to apply, TIMERx to products (which may include, without limitation, the Designated Product and other controlled-release products containing Verapamil) for manufacture and sale outside the Territory, or to products within the Territory (but in that case, during the License Term, only for products 20 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. other than the Designated Product or another controlled-release product containing Verapamil). No provision hereof, and no exclusivity hereunder, shall prevent TIMERx Technologies from so applying TIMERx or Formulated TIMERx, so long as the end product is not the Designated Product (or another controlled-release product containing Verapamil) for manufacture or sale in the Territory, it being understood that the Diltiazem Agreement will continue to govern on this point as to the products covered by it. 6.4 Schwxxx Xxxrma hereby grants to TIMERx Technologies a nonexclusive, paid-up, worldwide license, with right to sublicense, under any and all appropriate State patents, patent applications, trade secrets, copyrights, and federal agencies will other intellectual property rights of any sort owned or controlled by Schwxxx Xxxrma or its Affiliates, to make, have made, use and sell Formulated TIMERx during the License Term for supply to Schwxxx Xxxrma or its Affiliates or sublicensees, if and to the extent such license is necessary for TIMERx Technologies to do so as agreed hereunder. 6.5 Subject to and conditional upon the failure or continuing unwillingness of TIMERx Technologies to meet Schwxxx Xxxrma's and its Affiliates' and sublicensees' requirements as provided in Section , TIMERx Technologies grants to Schwxxx Xxxrma a royaltynonexclusive license under the TIMERx Production Technology to make and have made Formulated TIMERx in the Territory solely for use in the Designated Product for sale in the Territory during the License Term, subject to Section . Schwxxx Xxxrma shall have no right to grant sublicenses of its rights hereunder (whether to Affiliate(s) or otherwise) without the prior written consent of TIMERx Technologies, which consent shall not be unreasonably withheld. 6.6 Schwxxx Xxxrma hereby grants to TIMERx Technologies a nonexclusive, paid-freeup, nonexclusive worldwide license, with right to sublicense, under any and irrevocable all Schwxxx Xxxrma Improvements to make, have made, use and sell any products or services using or based upon TIMERx or related technology. ****** ******************************************************************************** ******* Agreement pursuant to Section 2.9, 3.8 , or 10.2, this license to reproduceTIMERx Technologies ****************************************************************** ************************************************************** of the Designated Product or any services involving the Designated Product. Schwxxx Xxxrma will, publishthroughout the License Term, translate or otherwise usepromptly notify TIMERx Technologies of all Schwxxx Xxxrma Improvements and provide TIMERx Technologies with access to all of the same, solely for use within the scope of the license stated in this section. 6.7 Schwxxx Xxxrma hereby grants TIMERx Technologies a nonexclusive license, with right to sublicense, under all rights of Schwxxx Xxxrma and its Affiliates and sublicensees in and to authorize others the Schwxxx Xxxrma Test and Regulatory Data to useuse the same for purposes of complying with governmental requirements of any country, other than with respect to the Designated Product or another controlled-release product containing Verapamil for federal government purposesmanufacturing, all materialsmarketing or use in the Territory, it being understood that the Diltiazem Agreement will continue to govern on this point as to the products covered by it. Schwxxx Xxxrma hereby consents to TIMERx Technologies' and its sublicensees' cross-referencing, in any ANDA or NDA filings made by them within the scope of such license, any ANDA or NDA filing made or FDA master file created by Schwxxx Xxxrma or its Affiliates relating to or containing any of the Schwxxx Xxxrma Test and Regulatory Data. Except as provided in Section 10.6, the Custom Software license under this Section ************ ******************************************************************************* ***** under such license,************************************************** the only portions of the Schwxxx Xxxrma Test and modifications thereofRegulatory Data so used or referenced could have been properly accessed and used by third parties not operating under such a license. It is also understood that ******************** **************************************** will not prevent the use of the Schwxxx Xxxrma Test and Regulatory Data as licensed hereunder, and associated documentation designed, developed, as such consideration may be later determined either by agreement of the parties or installed with federal financial participation pursuant to Section . The license under this section shall survive any termination or expiration of the term of this Agreement, including except a termination under Section due to an uncured breach by TIMERx Technologies. Schwxxx Xxxrma will, throughout the License Term and solely for use within the scope of the license stated in this section, provide to TIMERx Technologies on request access to all of the Schwxxx Xxxrma Test and Regulatory Data in or coming into Schwxxx Xxxrma's possession or otherwise reasonably available to it. 6.8 TIMERx Technologies hereby grants Schwxxx Xxxrma a nonexclusive, paid-up license, with right to sublicense, under all rights of TIMERx Technologies and its Affiliates in and to the TIMERx Technologies Test and Regulatory Data to use the same for purposes of complying with governmental requirements, but not limited solely with respect to those materials covered the Designated Product for marketing or use in the Territory. TIMERx Technologies hereby consents to Schwxxx Xxxrma's and its sublicensees' cross- referencing, in any ANDA filings made by copyrightthem within the scope of such license, any NDA filing made or FDA master file created by TIMERx Technologies or its Affiliates relating to or containing any of the TIMERx Technologies Test and Regulatory Data. The license and rights under this section shall survive any termination or expiration of the term of this Agreement, except a termination under Section due to an uncured breach by Schwxxx Xxxrma. TIMERx Technologies will, throughout the License Term and solely for use within the scope of the license stated in this section, provide to Schwxxx Xxxrma on request access to all software source of the TIMERx Technologies Test and object codeRegulatory Data in or coming into TIMERx Technologies' possession or otherwise reasonably available to it. 6.9 Each party agrees to mark xxx to have marked by its sublicensees every product manufactured, instructions, files, and documentationused or sold by it or its sublicensees in accordance with the laws of the United States or other applicable nation relating to the marking of patented articles with notices of patent.

Ownership and Licenses. The Parties agree that any materialsGeoVax shall and does (i) exclusively license PNP Licensor patent rights on Gedeptin® in and according to the terms of the GeoVax Gedeptin® Exclusive License Agreement, including without limitation(ii) exclusively license PNP Know-How on Gedeptin® through the license grants in and according to the terms of this Assignment and License Agreement, the Custom Software developed by the CONTRACTOR for the State, will be the exclusive property of HCA. HCA will and (iii) solely own all Improvement Patents and Improvement Know-How arising on or after the Effective Date of this Assignment and License Agreement (“GeoVax Intellectual Property”). GeoVax, through its counsel, shall solely Control all prosecution, litigation and defense of all intellectual property related to GeoVax Intellectual Property to protect Licensed Product and its manufacture or use. (a) The rights and responsibilities between PNP Licensor and GeoVax pertaining to the prosecution, litigation and defense of Patents exclusively licensed to GeoVax from PNP Licensor under the GeoVax Gedeptin® Exclusive License Agreement pertaining to Licensed Product are fully set out in that agreement and not restated here. (b) The prosecution, litigation and defense of Gedeptin® trademarks assigned to GeoVax under this Assignment and License Agreement shall be solely Controlled by GeoVax as the sole owner of such trademarks by assignment. (c) The prosecution, litigation and defense of PNP Know How exclusively licensed to GeoVax under this Assignment and License Agreement shall be solely Controlled by GeoVax as a first right. In the event GeoVax elects not to enforce PNP Know How, titlethen PNP shall have the second right to enforce PNP Know How and bear all such costs. (d) Each Party shall reasonably support the other in any of the above actions by making applicable personnel available, providing existing requested data/records, and interest executing documents, in each case at no charge to the other Party, except as otherwise provided herein. 1) If GEOVAX successfully enforces licensed PNP Know How, it shall first have the right to recoup 100% of its out-of-pocket expenses incurred from any recovery, and PNP shall then recover 100% of any costs incurred, and any remaining proceeds (including damages, settlement proceeds or sublicense proceeds) shall be considered Net Sales on which royalties are due paid 65% to its Confidential Information GEOVAX, and the materials provided by the CONTRACTOR, including without limitation the Custom Software 35% to PNP. 2) If PNP requests in writing to GeoVax that it enforces PNP Know How and associated documentation. For purposes of this section, the materials will GeoVax does not include the CONTRACTOR’s Proprietary Software or Third Party Software. The CONTRACTOR will take all actions necessary and transfer ownership appropriate steps to do so within 30 Business Days of the materials PNP notification, then PNP may exercise a second right of enforcement at its sole cost. PNP shall have the right to HCA including without limitation, settle the Custom Software matter and associated documentation prior GEOVAX shall have the right to the termination of this Agreement. The CONTRACTOR will furnish join any such material, upon request of HCA, in accordance with applicable State law. All materials, in whole and in part, will be deemed works made for hire of HCA for all purposes of copyright lawaction, and the copyright will belong solely any recovery shall first be used to HCA. To the extent that any materials do not qualify as a work made for hire under applicable lawpay to PNP its expenses, then to GEOVAX to cover its expenses, and then paid 65% to the extent that the materials include items subject PNP and 35% to copyright, patent, trade secret, or other proprietary right protection, the CONTRACTOR agrees to assign, and hereby assigns, all right, title, and interest in and to the materials, including without limitation, all copyrights, inventions, patents, trade secrets, and other proprietary rights therein (including renewals thereof) to HCA. The CONTRACTOR will, at HCA’s expense, assist HCA or its nominee to obtain copyrights, trademarks, or patents for all such materials in the United States and any other countries. The CONTRACTOR agrees to execute all papers and to give all facts known to it necessary to secure United States or foreign copyrights and patents, and to transfer, or cause to transfer, to HCA all the right, title, and interest in and to such materials. The CONTRACTOR also agrees not to assert any moral rights under applicable copyright law with regard to such materials. License Rights HCA will have a royalty-free and non-exclusive license to access the CONTRACTOR’s Proprietary Software and associated documentation during the term of this Agreement. HCA shall also have ownership and unlimited rights to use, disclose, duplicate or publish all information and data developed, derived, documented or furnished by the CONTRACTOR under or resulting from this Agreement. Such data will include all results, technical information and materials developed for and/or obtained by HCA for the CONTRACTOR in the performance of the services hereunder, including but not limited to, all reports, surveys, plans, charts, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, computer printouts, notes and memoranda and documents (whether finished or unfinished) that result from, or are prepared in conjunction with, this Agreement. Proprietary Notices The CONTRACTOR will reproduce and include HCA’s copyright and other proprietary notices and product identifications provided by the CONTRACTOR on such copies, in whole or in part, or on any form of the materials. State and Federal Governments In accordance with 45 C.F.R. § 95.617, all appropriate State and federal agencies will have a royalty-free, nonexclusive and irrevocable license to reproduce, publish, translate or otherwise use, and to authorize others to use, for federal government purposes, all materials, the Custom Software and modifications thereof, and associated documentation designed, developed, or installed with federal financial participation under this Agreement, including but not limited to those materials covered by copyright, all software source and object code, instructions, files, and documentationGEOVAX.

Ownership and Licenses. The Parties agree that any materials, including without limitation, the Custom Software developed by the CONTRACTOR for the State, will be the exclusive property of HCA. HCA will 4.1 Bachem shall retain and own all right, title, title and interest in Bachem’s Know-how and its patents owned by Bachem at the Effective Date (“Bachem Background Intellectual Property”). Thera shall not have a license to and Thera shall not use Bachem’s Background Intellectual Property. 4.2 Thera shall retain and own all title to and interest in Thera’s Know-how, Xxxxx’s Trade Secrets and its Confidential Information and patents owned by Thera at the materials provided by Effective Date (“Thera’s Background Intellectual Property”). During the CONTRACTOR, including without limitation the Custom Software and associated documentation. For purposes of this section, the materials will not include the CONTRACTOR’s Proprietary Software or Third Party Software. The CONTRACTOR will take all actions necessary and transfer ownership of the materials to HCA including without limitation, the Custom Software and associated documentation prior to the termination Term of this Agreement. The CONTRACTOR will furnish such material, upon request of HCA, in accordance with applicable State law. All materials, in whole and in part, will be deemed works made for hire of HCA for all purposes of copyright law, and the copyright will belong solely to HCA. To the extent that any materials do not qualify as a work made for hire under applicable law, and to the extent that the materials include items subject to copyright, patent, trade secret, or other proprietary right protection, the CONTRACTOR agrees to assign, and hereby assigns, all right, title, and interest in and to the materials, including without limitation, all copyrights, inventions, patents, trade secrets, and other proprietary rights therein (including renewals thereof) to HCA. The CONTRACTOR will, at HCA’s expense, assist HCA or its nominee to obtain copyrights, trademarks, or patents for all such materials in the United States and any other countries. The CONTRACTOR agrees to execute all papers and to give all facts known to it necessary to secure United States or foreign copyrights and patents, and to transfer, or cause to transfer, to HCA all the right, title, and interest in and to such materials. The CONTRACTOR also agrees not to assert any moral rights under applicable copyright law with regard to such materials. License Rights HCA will have Thera grants Bachem a royalty-free and non-exclusive license to access use Thera Know-How for the CONTRACTOR’s Proprietary Software and associated documentation during the term purposes of this Agreement. HCA shall also have ownership and unlimited rights Bachem agrees not to use, disclose, duplicate use or publish all information and data developed, derived, documented or furnished by exploit the CONTRACTOR under or resulting from Thera Know-How for any other purpose than as set forth in this Agreement. Such data will include all results, technical information Bachem shall not have the right to grant sublicenses and materials developed for and/or obtained by HCA for the CONTRACTOR make any publication in the performance of the services hereunder, including but not limited to, all reports, surveys, plans, charts, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, computer printouts, notes and memoranda and documents (whether finished or unfinished) that result from, or are prepared in conjunction with, this Agreement. Proprietary Notices The CONTRACTOR will reproduce and include HCA’s copyright and other proprietary notices and product identifications provided by the CONTRACTOR on such copies, in whole or in part, or on any form of the materialsThera Know-How without the prior written consent of Thera. 4.3 Any manufacturing improvements or modifications, whether patentable or not, that are newly conceived or reduced to practice in the course of the performance of this Agreement and are not included in either Bachem Background Intellectual Property or Thera’s Background Intellectual Property shall be considered to be “New Intellectual Property.” 4.4 New Intellectual Property shall be assigned to, and Thera shall be the owner of New Intellectual Property if the New Intellectual Property is specific to the Active Ingredient or if based on Thera Know-how or Trade Secrets, whether patentable or not (“Thera New Intellectual Property”). State and Federal Governments In accordance with 45 C.F.R. § 95.617During the Term of this Agreement, all appropriate State and federal agencies will have Thera herewith grants to Bachem a worldwide, royalty-free, nonexclusive and irrevocable non-exclusive, non-sublicensable, non-transferable license to reproduce, publish, translate or otherwise useuse the Thera New Intellectual Property solely for the purposes of this Agreement. 4.5 New Intellectual Property shall be assigned to, and Bachem shall be the owner of any New Intellectual Property if the New Intellectual Property has broad applicability to authorize others to use, for federal government purposes, all materials, the Custom Software and modifications thereof, and associated documentation designed, developedsimilar molecules or peptide manufacturing, or installed is based on Bachem Know-how (“Bachem New Intellectual Property”). Bachem herewith grants to Thera a worldwide, royalty-free, perpetual, irrevocable, non-exclusive license, with federal financial participation under this Agreementthe right to grant a sub-license for the Bachem New Intellectual Property, including but not limited provided however that Thera shall use such licensed Bachem New Intellectual Property solely to those materials covered the extent necessary to manufacture and release the Active Ingredient or to have the Active Ingredient manufactured and released by copyright, all software source and object code, instructions, files, and documentationa sub-licensee on behalf of Thera.

Ownership and Licenses. The 6.1. As between the Parties, Orgenesis is and shall remain the exclusive owner of all Orgenesis Background IP, and of any improvements thereon, modification thereto and/or derivatives thereof. 6.2. During the Term (as defined below), Orgenesis shall, subject to the fulfillment of KinerjaPay's obligations under this Agreement as determined in Orgenesis' reasonable discretion, grant to the JV Entity an exclusive, royalty-bearing, sublicensable right and license to certain of the Orgenesis Background IP to develop and commercialize the Orgenesis Products within the Territory during the Term (the “Orgenesis License”), subject to and in accordance with the terms of the a separate license agreement to be signed between Orgenesis and the JV Entity (“Orgenesis License Agreement”) (although such Orgenesis License may initially signed by Orgenesis and KinerjaPay and then later assigned by the Parties agree to the JV Entity). Such Orgenesis License Agreement will contain, among other matters, minimum sales requirements in order to maintain the Orgenesis License according to the proposed business plan to be agreed between the Parties, quality and reporting standards and other standard rights, and obligations and representations and warranties which are common in licensing agreements for international biotech licensing agreements. 6.3. In consideration of the rights and the Orgenesis License to be granted to the JV Entity (or initially to KinerjaPay, as applicable) during the Term under the Orgenesis License Agreement, Orgenesis shall receive royalty in an amount of ten percent (10%) of the net sales generated by the JV Entity (or initially to KinerjaPay, as applicable) and/or its sublicensees (as applicable) with respect to the Orgenesis Products, as to be more fully stipulated and set forth under the Orgenesis License Agreement. 6.4. During the Term, KinerjaPay shall, subject to the fulfillment of Orgenesis' obligations under this Agreement, grant to the JV Entity an exclusive, royalty- bearing, sublicensable right and license to any and all know how and other intellectual property relating to KinerjaPay Products owned or controlled by KinerjaPay (“KinerjaPay Background IP”) as required to develop and commercialize the KinerjaPay Products during the Term (the “KinerjaPay License”), subject to and in accordance with the terms of a separate license agreement to be signed between KinerjaPay and the JV Entity (“KinerjaPay License Agreement”). Such KinerjaPay License Agreement will contain, among other matters, minimum sales requirements in order to maintain the KinerjaPay License according to the proposed business plan to be agreed between the Parties, quality and reporting standards and other standard rights, and obligations and representations and warranties that are usual and customary in international biotech licensing agreements. 6.5. In consideration of the rights and the KinerjaPay License to be granted to the JV Entity during the Term under the KinerjaPay License Agreement, KinerjaPay shall receive royalty in an amount of fifteen percent (15%) of the net sales generated by the JV Entity and/or its sublicensees (as applicable) with respect to the KinerjaPay Products, as to be more fully stipulated and set forth under the KinerjaPay License Agreement. 6.6. Any and all new inventions, discoveries, data rights, information, know how, new- uses, compounds, formulas, processes, manufacturing protocols, clinical results, methods, techniques, products, treatments, materials, and any materialsother intellectual property which is generated, conceived, developed and/or reduced to practice by and/or on behalf of the JV Entity and/or any of its sublicensees (as applicable), alone or together with others, subject to Section 6.1, resulting from the performance of the Project, (collectively “Project IP”) shall be owned by the JV Entity. 6.7. As part of and as a condition to the Orgenesis License Agreement, the JV Entity will grant Orgenesis and its Affiliates a non-exclusive, worldwide (other than in the Territory), sublicensable royalty free and fully-paid up license, to make use of the Project IP for any and all lawful purposes (outside of the Territory), including without limitation, the Custom Software developed by the CONTRACTOR for the Statetheir respective worldwide operations, will be the exclusive property without any charge to Orgenesis or any of HCA. HCA will own all right, title, and interest in and to its Confidential Information and the materials provided by the CONTRACTOR, including without limitation the Custom Software and associated documentation. For purposes of this section, the materials will not include the CONTRACTOR’s Proprietary Software or Third Party Software. The CONTRACTOR will take all actions necessary and transfer ownership of the materials to HCA including without limitation, the Custom Software and associated documentation prior to the termination of this Agreement. The CONTRACTOR will furnish such material, upon request of HCA, in accordance with applicable State law. All materials, in whole and in part, will be deemed works made for hire of HCA for all purposes of copyright law, and the copyright will belong solely to HCA. To the extent that any materials do not qualify as a work made for hire under applicable law, and to the extent that the materials include items subject to copyright, patent, trade secret, or other proprietary right protection, the CONTRACTOR agrees to assign, and hereby assigns, all right, title, and interest in and to the materials, including without limitation, all copyrights, inventions, patents, trade secrets, and other proprietary rights therein (including renewals thereof) to HCA. The CONTRACTOR will, at HCA’s expense, assist HCA or its nominee to obtain copyrights, trademarks, or patents for all such materials in the United States and any other countries. The CONTRACTOR agrees to execute all papers and to give all facts known to it necessary to secure United States or foreign copyrights and patents, and to transfer, or cause to transfer, to HCA all the right, title, and interest in and to such materials. The CONTRACTOR also agrees not to assert any moral rights under applicable copyright law with regard to such materials. License Rights HCA will have a royalty-free and non-exclusive license to access the CONTRACTOR’s Proprietary Software and associated documentation during the term of this Agreement. HCA shall also have ownership and unlimited rights to use, disclose, duplicate or publish all information and data developed, derived, documented or furnished by the CONTRACTOR under or resulting from this Agreement. Such data will include all results, technical information and materials developed for and/or obtained by HCA for the CONTRACTOR in the performance of the services hereunder, including but not limited to, all reports, surveys, plans, charts, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, computer printouts, notes and memoranda and documents (whether finished or unfinished) that result from, or are prepared in conjunction with, this Agreement. Proprietary Notices The CONTRACTOR will reproduce and include HCA’s copyright and other proprietary notices and product identifications provided by the CONTRACTOR on such copies, in whole or in part, or on any form of the materials. State and Federal Governments In accordance with 45 C.F.R. § 95.617, all appropriate State and federal agencies will have a royalty-free, nonexclusive and irrevocable license to reproduce, publish, translate or otherwise use, and to authorize others to use, for federal government purposes, all materials, the Custom Software and modifications thereof, and associated documentation designed, developed, or installed with federal financial participation under this Agreement, including but not limited to those materials covered by copyright, all software source and object code, instructions, files, and documentationAffiliates.

Ownership and Licenses. The Parties agree 5.1 PROVIDER acknowledges and agrees that as between CABLEVISION and PROVIDER, CABLEVISION, its parent or affiliate companies, shall retain sole and exclusive right, title and ownership in and to all CABLEVISION Proprietary Materials, as defined herein. It is further understood by the parties hereto that no title to nor ownership of the CABLEVISION Proprietary Materials, or any materialspart thereof is being transferred to PROVIDER hereby and that CABLEVISION shall exclusively retain all IPR therein, including without limitationlimitation rights in and to the CABLEVISION Marks, logos, trade and business secrets, copyrights, and patents belonging to CABLEVISION, and any and all other rights embodied in, related to, or represented by, the Custom Software developed by CABLEVISION Proprietary Materials. 5.2 Subject to the CONTRACTOR for licenses granted to CABLEVISION in Sections 5.3 , 5.4 and 5.5 hereof, CABLEVISION acknowledges that, as between the Stateparties, will be the PROVIDER, its parent or affiliate companies and licensors shall retain sole and exclusive property of HCA. HCA will own all right, title, and interest ownership in and to its Confidential Information all Content, all IPR therein, the PROVIDER Marks and the materials provided Licensor Marks. It is further understood by the CONTRACTOR, including without limitation the Custom Software and associated documentation. For purposes of this section, the materials will not include the CONTRACTOR’s Proprietary Software parties hereto that no title to or Third Party Software. The CONTRACTOR will take all actions necessary and transfer ownership of the materials Content and the IPR therein, or any part thereof, nor of the PROVIDER Marks and the Licensor Marks, is being transferred to HCA including without limitationCABLEVISION hereby and that, as between the parties, PROVIDER and its licensors shall exclusively retain all IPR therein, and any and all other rights embodied in, related to, or represented by, the Custom Software Content, the PROVIDER Marks and associated documentation prior to the termination Licensor Marks. 5.4 Unless terminated by PROVIDER in accordance with the terms of this Agreement. The CONTRACTOR will furnish such material, upon request PROVIDER hereby grants to CABLEVISION for the Term, with effect from the date of HCAInitial Launch (as defined in Exhibit D) of Content, subject to the terms of this Agreement, a non-exclusive, object-code only, non-transferable license (without the right to sub-license) within the Territory, to use the object code of the Content solely for the following: (i) to make the Content available to Users as part of the Service and to make copies for back-up purposes only; (ii) consent, to use the Content only to the extent reasonably necessary in connection with any and all press releases, online and offline marketing and advertising and other promotional materials related to the Content. 5.5 Unless terminated by PROVIDER in accordance with applicable State law. All materialsthe terms of this Agreement, in whole and in partPROVIDER hereby grants to CABLEVISION for the Term a non-exclusive, will be deemed works made for hire of HCA for all purposes of copyright law, and the copyright will belong solely to HCA. To the extent that any materials do not qualify as a work made for hire under applicable law, and to the extent that the materials include items subject to copyright, patent, trade secret, or other proprietary right protection, the CONTRACTOR agrees to assign, and hereby assigns, all right, title, and interest in and to the materials, including without limitation, all copyrights, inventions, patents, trade secrets, and other proprietary rights therein (including renewals thereof) to HCA. The CONTRACTOR will, at HCA’s expense, assist HCA or its nominee to obtain copyrights, trademarks, or patents for all such materials in the United States and any other countries. The CONTRACTOR agrees to execute all papers and to give all facts known to it necessary to secure United States or foreign copyrights and patents, and to transfer, or cause to transfer, to HCA all the right, title, and interest in and to such materials. The CONTRACTOR also agrees not to assert any moral rights under applicable copyright law with regard to such materials. License Rights HCA will have a royalty-free license within the Territory to utilize solely the executable, object-code of the Format and non-exclusive license to access Use Software developed and provided by PROVIDER as further detailed in Exhibit A, solely for the CONTRACTOR’s Proprietary Software purpose of receiving, formatting, using, reproducing, distributing, transmitting and associated documentation during publicly displaying the term Content in the manner authorized and set forth in this Agreement. In addition, unless terminated by PROVIDER in accordance with the terms of this Agreement, PROVIDER hereby grants to CABLEVISION for the Term a non-exclusive, royalty-free license within the Territory to utilize the PROVIDER Marks whether now existing or subsequently developed as incorporated in any and all media, solely in connection with CABLEVISION'S advertisement and promotion of the Content, whether alone or in conjunction with the advertisement and promotion of other services and products made accessible, owned and/or operated by CABLEVISION. HCA shall also have ownership and unlimited rights Notwithstanding anything to the contrary in this Agreement, CABLEVISION agrees that it has no license or other right to use, discloseand shall not use, duplicate or publish all information and data developed, derived, documented or furnished by the CONTRACTOR under or resulting from this Agreement. Such data will include all results, technical information and materials developed for and/or obtained by HCA for the CONTRACTOR in the performance any of the services hereunder, including but not limited to, all reports, surveys, plans, charts, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, computer printouts, notes and memoranda and documents (whether finished or unfinished) that result from, or are prepared Licensor Marks for any purpose whatsoever without the express written permission of PROVIDER in conjunction with, this Agreement. Proprietary Notices The CONTRACTOR will reproduce and include HCA’s copyright and other proprietary notices and product identifications provided by the CONTRACTOR on such copies, in whole or in part, or on any form of the materials. State and Federal Governments In accordance with 45 C.F.R. § 95.617, all appropriate State and federal agencies will have a royalty-free, nonexclusive and irrevocable license to reproduce, publish, translate or otherwise use, and to authorize others to use, for federal government purposes, all materials, the Custom Software and modifications thereof, and associated documentation designed, developed, or installed with federal financial participation under this Agreement, including but not limited to those materials covered by copyright, all software source and object code, instructions, files, and documentationeach instance.

Ownership and Licenses. The Parties agree that any materials, including without limitation, the Custom Software developed by the CONTRACTOR for the State, will be the exclusive property of HCAHSD. HCA HSD will own all right, title, and interest in and to its Confidential Information and the materials provided by the CONTRACTOR, including without limitation the Custom Software and associated documentation. For purposes of this section, the materials will not include the CONTRACTOR’s Proprietary Software or Third Party Software. The CONTRACTOR will take all actions necessary and transfer ownership of the materials to HCA HSD, including without limitation, the Custom Software and associated documentation prior to the termination of this Agreement. The CONTRACTOR will furnish such material, upon request of HCAHSD, in accordance with applicable State law. All materials, in whole and in part, will be deemed works made for hire of HCA HSD for all purposes of copyright law, and the copyright will belong solely to HCAHSD. To the extent that any materials do not qualify as a work made for hire under applicable law, and to the extent that the materials include items subject to copyright, patent, trade secret, or other proprietary right protection, the CONTRACTOR agrees to assign, and hereby assigns, all right, title, and interest in and to the materials, including without limitation, all copyrights, inventions, patents, trade secrets, and other proprietary rights therein (including renewals thereof) to HCAHSD. The CONTRACTOR will, at HCAHSD’s expense, assist HCA HSD or its nominee to obtain copyrights, trademarks, or patents for all such materials in the United States and any other countries. The CONTRACTOR agrees to execute all papers and to give all facts known to it necessary to secure United States or foreign copyrights and patents, and to transfer, or cause to transfer, to HCA HSD all the right, title, and interest in and to such materials. The CONTRACTOR also agrees not to assert any moral rights under applicable copyright law with regard to such materials. License Rights HCA HSD will have a royalty-free and non-exclusive license to access the CONTRACTOR’s Proprietary Software and associated documentation during the term of this Agreement. HCA shall HSD will also have ownership and unlimited rights to use, disclose, duplicate or publish all information and data developed, derived, documented or furnished by the CONTRACTOR under or resulting from this Agreement. Such data will include all results, technical information and materials developed for and/or obtained by HCA for HSD from the CONTRACTOR in the performance of the services hereunder, including but not limited to, all reports, surveys, plans, charts, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, computer printouts, notes and memoranda and documents (whether finished or unfinished) that result from, or are prepared in conjunction with, this Agreement. Proprietary Notices The CONTRACTOR will reproduce and include HCAHSD’s copyright and other proprietary notices and product identifications provided by the CONTRACTOR on such copies, in whole or in part, or on any form of the materials. State and Federal Governments In accordance with 45 C.F.R. § 95.617, all appropriate State and federal agencies will have a royalty-free, nonexclusive and irrevocable license to reproduce, publish, translate or otherwise use, and to authorize others to use, for federal government purposes, all materials, the Custom Software and modifications thereof, and associated documentation designed, developed, or installed with federal financial participation under this Agreement, including but not limited to those materials covered by copyright, all software source and object code, instructions, files, and documentation.

Ownership and Licenses. The Parties agree 7.1 You and we acknowledge that any materialseach party owns and shall retain all right, including title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, the Custom Software developed by the CONTRACTOR for the Statethose names, will be the exclusive property of HCA. HCA will own all right, title, and interest in and to its Confidential Information and the materials provided by the CONTRACTOR, including without limitation the Custom Software and associated documentation. For purposes of this section, the materials will not include the CONTRACTOR’s Proprietary Software or Third Party Software. The CONTRACTOR will take all actions necessary and transfer ownership of the materials to HCA including without limitation, the Custom Software and associated documentation prior to the termination of this Agreement. The CONTRACTOR will furnish such material, upon request of HCA, in accordance with applicable State law. All materials, in whole and in part, will be deemed works made for hire of HCA for all purposes of copyright law, and the copyright will belong solely to HCA. To the extent that any materials do not qualify as a work made for hire under applicable law, and to the extent that the materials include items subject to copyright, patent, trade secret, or other proprietary right protection, the CONTRACTOR agrees to assign, and hereby assigns, all right, title, and interest in and to the materials, including without limitation, all copyrights, inventions, patents, trade secrets, and other proprietary rights therein (including renewals thereof) to HCA. The CONTRACTOR will, at HCA’s expense, assist HCA or its nominee to obtain copyrightslogos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or patents for all such materials which may be developed and/or used by it in the United States and any other countries. The CONTRACTOR agrees to execute all papers and to give all facts known to it necessary to secure United States or foreign copyrights and patents, and to transfer, or cause to transfer, to HCA all the right, title, and interest in and to such materials. The CONTRACTOR also agrees not to assert any moral rights under applicable copyright law with regard to such materials. License Rights HCA will have a royalty-free and non-exclusive license to access the CONTRACTOR’s Proprietary Software and associated documentation during future. 7.2 During the term of this Agreement. HCA shall also have ownership , and unlimited rights subject to usethe terms of this Agreement, disclosewe grant you a limited, duplicate or publish all information revocable, non-exclusive, license to use the graphic image and data developedtext provided to you through the Administrator Site, derived, documented or furnished by which may include Dell Marks solely for the CONTRACTOR under or resulting purpose of creating links from Your Marketing Platform(s) to the Dell Site pursuant to this Agreement. Such data will include all resultsExcept as expressly set forth in this Agreement, technical information and materials developed for and/or obtained by HCA you may not copy, distribute, modify, reverse engineer, or create derivative works from the same. You may not sublicense, assign or transfer any such licenses for the CONTRACTOR in the performance use of the services hereundersame, and any attempt at such sublicense, assignment or transfer is void. You many not use any of the Dell’s intellectual property, including but not limited toits trademarks or copyrighted materials, all reports, surveys, plans, charts, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, computer printouts, notes other than as provided to you through the Administrator Site. Any prominent use of the Dell Marks on Your Marketing Platform(s) must be approved by Dell prior to publishing. We may revoke your license at any time by giving you notice. 7.3 The Parties understand and memoranda agree that Dell Inc. owns the Dell Marks and documents (whether finished or unfinished) that result from, or are prepared may be a necessary party in conjunction with, any undertaking to enforce this Agreement. Proprietary Notices The CONTRACTOR will reproduce You may not use Dell's names, logos, trademarks, service marks, trade dress, copyrights and include HCA’s copyright proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and other proprietary notices technology currently used or which may be developed and/or used in the future except (i) as expressly approved by Dell and product identifications provided through the Administrator Site, (ii) in a manner authorized by the CONTRACTOR on such copiesDell and (iii) in a manner that Dell believes, in whole or in partits sole discretion, or on any form of the materials. State and Federal Governments In accordance with 45 C.F.R. § 95.617, all appropriate State and federal agencies will have a royalty-free, nonexclusive and irrevocable license to reproduce, publish, translate or otherwise use, and to authorize others to use, for federal government purposes, all materials, the Custom Software and modifications thereof, and associated documentation designed, developed, or installed with federal financial participation under this Agreement, including but not limited to those materials covered by copyright, all software source and object code, instructions, files, and documentationbe appropriate.

Ownership and Licenses. The Parties agree that any materials6.1. As between the Parties, including without limitation, the Custom Software developed by the CONTRACTOR for the State, will be Orgenesis is and shall remain the exclusive property owner of HCA. HCA will own all right, titleOrgenesis Background IP, and interest of any improvements thereon, modification thereto and/or derivatives thereof. 6.2. During the Term (as defined below), Orgenesis shall, subject to the fulfillment of First Choice’s obligations under this Agreement as determined in Orgenesis’ reasonable discretion, grant to the JV Entity an exclusive, royalty-bearing, sublicensable right and license to its Confidential Information and the materials provided by the CONTRACTOR, including without limitation the Custom Software and associated documentation. For purposes of this section, the materials will not include the CONTRACTOR’s Proprietary Software or Third Party Software. The CONTRACTOR will take all actions necessary and transfer ownership certain of the materials Orgenesis Background IP to HCA including without limitationdevelop and commercialize the Orgenesis Products within the Territory during the Term (the “Orgenesis License”), the Custom Software subject to and associated documentation prior to the termination of this Agreement. The CONTRACTOR will furnish such material, upon request of HCA, in accordance with applicable State lawthe terms of the a separate license agreement to be signed between Orgenesis and the JV Entity (“Orgenesis License Agreement”) (although such Orgenesis License may initially signed by Orgenesis and First Choice and then later assigned by the Parties to the JV Entity). All materialsSuch Orgenesis License Agreement will contain, among other matters, minimum sales requirements in whole order to maintain the Orgenesis License according to the proposed business plan to be agreed between the Parties, quality and in part, will be deemed works made for hire of HCA for all purposes of copyright lawreporting standards and other standard rights, and obligations and representations and warranties which are common in licensing agreements for international biotech licensing agreements. 6.3. In consideration of the copyright will belong solely rights and the Orgenesis License to HCA. To the extent that any materials do not qualify as a work made for hire under applicable law, and be granted to the extent that JV Entity (or initially to First Choice, as applicable) during the materials include items Term under the Orgenesis License Agreement, Orgenesis shall receive royalty in an amount of fifteen percent (15%) of the net sales generated by the JV Entity (or initially to First Choice, as applicable) and/or its sublicensees (as applicable) with respect to the Orgenesis Products, as to be more fully stipulated and set forth under the Orgenesis License Agreement. 6.4. During the Term, First Choice shall, subject to copyright, patent, trade secret, or other proprietary right protection, the CONTRACTOR agrees to assign, and hereby assigns, all right, title, and interest in and to the materials, including without limitation, all copyrights, inventions, patents, trade secrets, and other proprietary rights therein (including renewals thereof) to HCA. The CONTRACTOR will, at HCA’s expense, assist HCA or its nominee to obtain copyrights, trademarks, or patents for all such materials in the United States and any other countries. The CONTRACTOR agrees to execute all papers and to give all facts known to it necessary to secure United States or foreign copyrights and patents, and to transfer, or cause to transfer, to HCA all the right, title, and interest in and to such materials. The CONTRACTOR also agrees not to assert any moral rights under applicable copyright law with regard to such materials. License Rights HCA will have a royalty-free and non-exclusive license to access the CONTRACTOR’s Proprietary Software and associated documentation during the term fulfillment of this Agreement. HCA shall also have ownership and unlimited rights to use, disclose, duplicate or publish all information and data developed, derived, documented or furnished by the CONTRACTOR under or resulting from this Agreement. Such data will include all results, technical information and materials developed for and/or obtained by HCA for the CONTRACTOR in the performance of the services hereunder, including but not limited to, all reports, surveys, plans, charts, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, computer printouts, notes and memoranda and documents (whether finished or unfinished) that result from, or are prepared in conjunction with, this Agreement. Proprietary Notices The CONTRACTOR will reproduce and include HCA’s copyright and other proprietary notices and product identifications provided by the CONTRACTOR on such copies, in whole or in part, or on any form of the materials. State and Federal Governments In accordance with 45 C.F.R. § 95.617, all appropriate State and federal agencies will have a royalty-free, nonexclusive and irrevocable license to reproduce, publish, translate or otherwise use, and to authorize others to use, for federal government purposes, all materials, the Custom Software and modifications thereof, and associated documentation designed, developed, or installed with federal financial participation Orgenesis’ obligations under this Agreement, including but not limited grant to those materials covered the JV Entity an exclusive, royalty-bearing, sublicensable right and license to any and all know how and other intellectual property relating to the First Choice Products owned or controlled by copyrightFirst Choice (“First Choice Background IP”) as required to develop and commercialize the First Choice Products during the Term (the “First Choice License”), all software source subject to and object codein accordance with the terms of a separate license agreement to be signed between First Choice and the JV Entity (“First Choice License Agreement”). Such First Choice License Agreement will contain, instructionsamong other matters, filesminimum sales requirements in order to maintain the First Choice License according to the proposed business plan to be agreed between the Parties, quality and reporting standards and other standard rights, and documentationobligations and representations and warranties that are usual and customary in international biotech licensing agreements.