Common use of Patent License Clause in Contracts

Patent License. As of the date the last party signs this Agreement and subject to the terms and conditions set forth herein, Seller grants to Buyer a non-exclusive, irrevocable, fully-paid, royalty free, worldwide license under the patents listed on Appendix 10 attached hereto (“the Licensed Patents”) and know-how known to Seller as of the date the last party signs this Agreement relating to the subject matter of such patents to (i) make, use and have made for Buyer’s own use or the use of Buyer’s authorized subcontractors and suppliers (which for all purposes herein shall not include [...***...] or any of its Affiliates), wind turbine blades and apparatus that would infringe any valid claim of the Licensed Patents for the purpose of the fabrication of wind turbine blades, and (ii) in the case of such know-how, to use and to allow Buyer’s authorized subcontractors and suppliers (which for all purposes herein shall not include [...***...] or any of its Affiliates) to use such know-how for the purpose of the fabrication of wind turbine blades,, except in all cases for claims related to unitary reusable vacuum bags. Buyer acknowledges that Seller is and shall remain the sole and exclusive owner of the Licensed Patents, that Buyer has no express or implied license to any of Seller’s intellectual property beyond that granted in this Agreement and the GEE Purchase Terms, and that the foregoing license imposes no additional obligations on Seller beyond those explicitly stated herein. Buyer acknowledges that Seller need only provide reasonable, limited, and industry-standard support in connection with this license, that Buyer will bear any and all costs relating to the transfer of know-how from Seller to Buyer or Seller’s support thereof, and that Seller will have no obligation to provide support to Buyer with respect to the know-how past the expiration of the Licensed Patents.

Patent License. As of the date the last party signs this Agreement and subject Subject to all the terms and conditions set forth hereinof this Agreement, Seller Licensor hereby grants to Buyer Licensee a royalty-bearing, non-exclusivetransferable (except as provided in Section 13.2 ("Assignment") license, irrevocable, fully-paid, royalty free, worldwide license under the patents listed on Appendix 10 attached hereto (“the Licensed Patents”) and know-how known to Seller as of the date the last party signs this Agreement relating to the subject matter of such patents to (i) make, use and have made for Buyer’s own use or the use of Buyer’s authorized subcontractors and suppliers (which for all purposes herein shall not include [...***...] or any of its Affiliates), wind turbine blades and apparatus that would infringe any valid claim of the Licensed Patents for the purpose of the fabrication of wind turbine blades, and (ii) in the case of such know-how, to use and to allow Buyer’s authorized subcontractors and suppliers (which for all purposes herein shall not include [...***...] or any of its Affiliates) to use such know-how for the purpose of the fabrication of wind turbine blades,, except in all cases for claims related to unitary reusable vacuum bags. Buyer acknowledges that Seller is and shall remain the sole and exclusive owner of the Licensed Patents, that Buyer has no express until the date of expiration of the last claim of the last unexpired patent among the Licensed Patents, (subject to termination under Section 12 ("Term and Termination")), in the Territory, to: (a) Make, have made for Licensee (which terms shall include the acts of assembling and/or testing), use, sell, offer for sale, operate, lease or implied license to otherwise dispose of products and services embodying the inventions described in the Licensed Patents as part of the Two Way System in the Interactive Field of Use; and (b) Sublicense any of Seller’s intellectual property beyond the foregoing rights in subsection (a) on a non-exclusive or (subject to the third-party rights and licenses under the Licensed Patents existing as of the Effective Date as set forth in Exhibit C) exclusive basis to Licensee's Subsidiaries and other third parties in the Territory, provided that granted the other terms and conditions of such sublicense are consistent with and no less restrictive than the terms and conditions of this Agreement (including, without limitation, consistent with the territorial limitations and the prohibition on further sublicensing), provided further than any such sublicense (or amendment or extension thereof) shall be subject to the prior written approval of Licensor, which approval shall not be unreasonably withheld, and provided further that this right to sublicense shall terminate immediately and automatically upon any conversion of the license grant in this Agreement Section 4.1 ("Patent License") from exclusive to non-exclusive in accordance with the terms hereof. This right to sublicense shall not include the right of any sublicensee to grant further sublicenses. By way of example but not limitation, Licensor may reasonably withhold approval of any sublicense if the sublicense is unlikely to generate any significant income for Licensor. The foregoing license shall be exclusive, subject to Section 7.8 ("Additional Patent Filings") and to the GEE Purchase Termsthird-party licenses under the Licensed Patents existing as of the Effective Date as set forth in Exhibit C. Notwithstanding the foregoing, and Licensee acknowledges that the foregoing license imposes no additional obligations on Seller beyond those explicitly stated hereinlicenses granted under the North American License Agreement may extend incidentally outside of the Territory as described in Section 2.3 ("Territorial Considerations") of the North American License Agreement, which shall not be deemed an infringement of Licensee's rights or a breach of Licensor's representations and warranties hereunder. Buyer acknowledges that Seller need only provide reasonable, limited, and industry-standard support in connection with this license, that Buyer will bear No other rights (including without limitation any and all costs relating implied rights or licenses) to the transfer Licensed Patents or any other Proprietary Rights of know-how from Seller Licensor are granted to Buyer or Seller’s support thereof, and that Seller will Licensee by Licensor. Licensor shall have no obligation to provide support license to Buyer with respect to Licensee any of its future technology or (except as specifically provided in Section 7.8 ("Additional Patent Filings")) Proprietary Rights developed or coming into existence after the know-how past the expiration of the Licensed PatentsEffective Date.

Patent License. As of the date the last party signs this Agreement and subject Subject to all the terms and conditions set forth hereinof this -------------- Agreement, Seller IN hereby grants to Buyer TW a royalty-bearing, non-exclusivetransferable (except as provided in Section 13.2 ("Assignment") license, irrevocable, fully-paid, royalty free, worldwide license under the patents listed on Appendix 10 attached hereto (“the Licensed Patents”) and know-how known to Seller as of the date the last party signs this Agreement relating to the subject matter of such patents to (i) make, use and have made for Buyer’s own use or the use of Buyer’s authorized subcontractors and suppliers (which for all purposes herein shall not include [...***...] or any of its Affiliates), wind turbine blades and apparatus that would infringe any valid claim of the Licensed Patents for the purpose of the fabrication of wind turbine blades, and (ii) in the case of such know-how, to use and to allow Buyer’s authorized subcontractors and suppliers (which for all purposes herein shall not include [...***...] or any of its Affiliates) to use such know-how for the purpose of the fabrication of wind turbine blades,, except in all cases for claims related to unitary reusable vacuum bags. Buyer acknowledges that Seller is and shall remain the sole and exclusive owner of the Licensed Patents, that Buyer has no express until the date of expiration of the last claim of the last unexpired patent among the Licensed Patents, (subject to termination under Section 12 ("Term and Termination")), in the Territory, to: (a) Make, have made for TW (which terms shall include the acts of assembling and/or testing), use, sell, offer for sale, operate, lease or implied license to otherwise dispose of products and services embodying the inventions described in the Licensed Patents as part of the Two Way System in the Interactive Field of Use; and (b) Sublicense any of Seller’s intellectual property beyond the foregoing rights in subsection (a) on a non- exclusive or (subject to the third-party rights and licenses under the Licensed Patents existing as of the Effective Date as set forth in Exhibit C) exclusive --------- basis to TW's Subsidiaries and other third parties in the Territory, provided that granted the other terms and conditions of such sublicense are consistent with and no less restrictive than the terms and conditions of this Agreement (including, without limitation, consistent with the territorial limitations and the prohibition on further sublicensing), provided further than any such sublicense (or amendment or extension thereof) shall be subject to the prior written approval of IN, which approval shall not be unreasonably withheld, and provided further that this right to sublicense shall terminate immediately and automatically upon any conversion of the license grant in this Agreement Section 4.1 ("Patent License") from exclusive to non-exclusive in accordance with the terms hereof. This right to sublicense shall not include the right of any sublicensee to grant further sublicenses. By way of example but not limitation, IN may reasonably withhold approval of any sublicense if the sublicense is unlikely to generate any significant income for IN. The foregoing license shall be exclusive, subject to Section 7.8 ("Additional --------- Patent Filings") and to the GEE Purchase Termsthird-party licenses under the Licensed Patents existing as of the Effective Date as set forth in Exhibit C. Notwithstanding the foregoing, and TW --------- acknowledges that the foregoing license imposes no additional obligations on Seller beyond those explicitly stated hereinlicenses granted under the Joint Venture License Agreement may extend incidentally outside of the Territory as described in Section 2.3 ("Territorial Considerations") of the Joint Venture License Agreement, which shall not be deemed an infringement of TW's rights or a breach of IN's representations and warranties hereunder. Buyer acknowledges that Seller need only provide reasonable, limited, and industry-standard support in connection with this license, that Buyer will bear No other rights (including without limitation any and all costs relating implied rights or licenses) to the transfer Licensed Patents or any other Proprietary Rights of know-how from Seller IN are granted to Buyer or Seller’s support thereof, and that Seller will TW by IN. IN shall have no obligation to provide support license to Buyer with respect to TW any of its future technology or (except as specifically provided in Section 7.8 ("Additional Patent Filings")) Proprietary Rights developed or coming into existence after the know-how past the expiration of the Licensed PatentsEffective Date.

Patent License. As (a) Subject to the rights previously granted by YEDA to Merck outside the U.S. relating to Erbitux® and worldwide relating to EMD72000, in each case pursuant to the Merck Agreement, but in any event not with respect to IMC-11F8: YEDA hereby grants to IMCLONE from and after the Closing Date an exclusive license for monetary consideration, with the right to sublicense [**] (in accordance with the terms set forth in Paragraph 4(b)), under All Patents to make, have made, use, sell, offer for sale and import cetuximab (IMC-C225) (“Erbitux®”), IMC-11F8 and all product incorporating the humanized antibody xx Xxxxx, XXX00000 (“EMD72000”), (collectively referred to as “Licensed Products”), but in any event Licensed Products shall not include panitumumab (Vectibix®), nimotuzumab or HuMax-EGFr, which license shall be worldwide for Erbitux®” and IMC-11F8, and only outside the United States and Canada for EMD72000. (b) IMCLONE shall have the right to grant sublicenses under All Patents solely with respect to Licensed Products (“Sublicenses”), provided that each Sublicense granted by IMCLONE shall contain terms set forth on Exhibit A and shall extend to YEDA auditing rights of the date sublicensee consistent with those contained in Paragraph 5(j). Within thirty (30) days after execution of each Sublicense, IMCLONE shall notify YEDA of the last party signs this Agreement existence of such Sublicense together with providing a redacted version of the Sublicense, with such redactions having been made in such a manner as to permit YEDA to ascertain payments due to it, the identity of the sublicensee, the identity of the Licensed Product and subject to compliance with the sublicensing terms and conditions set forth hereinin this Paragraph 4(b). In the event of an audit pursuant to Paragraph 5(j), Seller grants IMCLONE shall also make available to Buyer YEDA on a non-exclusiveconfidential basis an unredacted copy of each such Sublicense. IMCLONE shall remain responsible for the full and complete performance of all of IMCLONE’s obligations and duties under this Settlement Agreement as well as those of any sublicensees of IMCLONE, irrevocablewhose actions under each Sublicense shall be deemed to be those of IMCLONE, fully-paid, royalty free, worldwide license and whose default under the patents listed on Appendix 10 attached hereto (“the Licensed Patents”) and know-how known to Seller as of the date the last party signs this Agreement relating to the subject matter of such patents to (i) make, use and have made for Buyer’s own use or the use of Buyer’s authorized subcontractors and suppliers (which for all purposes herein Sublicense shall not include [...***...] or relieve IMCLONE of any of its Affiliates)obligations under this Settlement Agreement. Notwithstanding the foregoing, wind turbine blades and apparatus that would infringe any valid claim of the Licensed Patents for the purpose of the fabrication of wind turbine blades, and this subsection (iib) in the case of such know-how, to use and to allow Buyer’s authorized subcontractors and suppliers (which for all purposes herein shall not include [...***...] or any of its Affiliates) to use such know-how for the purpose of the fabrication of wind turbine blades,, except in all cases for claims related to unitary reusable vacuum bags. Buyer acknowledges that Seller is and shall remain the sole and exclusive owner of the Licensed Patents, that Buyer has no express or implied license to any of Seller’s intellectual property beyond that granted in this Agreement and the GEE Purchase Terms, and that the foregoing license imposes no additional obligations on Seller beyond those explicitly stated herein. Buyer acknowledges that Seller need only provide reasonable, limited, and industry-standard support in connection with this license, that Buyer will bear any and all costs relating to the transfer of know-how from Seller to Buyer or Seller’s support thereof, and that Seller will have no obligation to provide support to Buyer apply with respect to the knowIMCLONE-how past BMS Agreement or the expiration IMCLONE-Merck Agreement or any of the sublicences granted thereunder. (c) YEDA shall not contest (i) the rights granted under All Patents for Licensed PatentsProducts (A) by IMCLONE in the Development, Promotion, Distribution & Supply Agreement (the “IMCLONE-BMS Agreement”) among X.X. Xxxxxx & Sons, LLC, Xxxxxxx-Xxxxx Squibb Company (collectively, “BMS”) and IMCLONE, and the Development and License Agreement (the “IMCLONE-Merck Agreement”) between IMCLONE and Merck, (B) all further sublicenses granted under such agreements, and (C) such grants of such rights by IMCLONE, and that as a consequence, BMS and Merck have the rights under All Patents that are provided under those agreements. In no event shall BMS or Merck have rights as sublicensees of IMCLONE broader than the rights granted to IMCLONE under Paragraph 4(a).

Patent License. As partial, material consideration for the rights granted to COMPANY under this Agreement: (a) COMPANY, on behalf of the date the last party signs this Agreement itself and subject to the terms and conditions set forth hereinits Covered Entities, Seller hereby grants to Buyer MS, MSCORP, and all other Microsoft Windows Media Licensees, a nonexclusive, nontransferable, non-exclusivesublicenseable, irrevocablenon-assignable, fully-paid, royalty freepersonal, worldwide license under the patents listed on Appendix 10 attached hereto (“its and their Necessary Claims to make, have made, use, import, offer to sell, sell and otherwise distribute directly or indirectly any products that include implementations of the Licensed Patents”Technology on fair and reasonable terms and conditions. For purposes of this Section 12(a) only, the fair and know-how known reasonable royalty rate for the aforementioned license granted by COMPANY is presumed to Seller as be equal to the percentage share of royalties payable pursuant to Section 3 of this Agreement for the distribution of the date the last party signs this Agreement relating applicable Licensed Technology component which percentage share is equal to the subject matter of such percentage share (measured on a per patent basis) that COMPANY’s and its Covered Entities patents to containing Necessary Claims bear towards collectively; (i) makeMSCORP’s patents containing Necessary Claims; (ii) COMPANY’s and its Covered Entities’ patents containing Necessary Claims, use if any; and have made (iii) other Microsoft Windows Media Licensees’ patents containing Necessary Claims, if any. COMPANY agrees that any payment of such a fair and reasonable royalty for BuyerCOMPANY’s own use and its Covered Entities’ Necessary Claims shall be solely from MSCORP on behalf of itself, MS and all other Microsoft Windows Media Licensees, and COMPANY and its Covered Entities agree not to seek such royalties from any other Microsoft Windows Media Licensee. (b) COMPANY agrees that any transfer or the use assignment of Buyera patent or patent application having COMPANY’s authorized subcontractors or its Covered Entities’ Necessary Claims to a third party or an Affiliate shall be subject to this Agreement and suppliers (which for all purposes herein shall not include [...***...] affect the licenses granted herein. Any purported assignment or transfer of rights in derogation of the foregoing requirement shall be null and void. (c) If MS, MSCORP, COMPANY or any of its Affiliates)COMPANY’s Covered Entities (the “Sued Party”) is first sued for patent infringement by any entity, wind turbine blades and apparatus that would infringe any valid claim including a party hereto, on account of the manufacture, use, sale, offer for sale, importation or other disposition or promotion of the Sued Party’s implementation of the Licensed Patents for Technology, then the purpose of the fabrication of wind turbine blades, Sued Party may terminate all license grants and (ii) in the case of such know-how, to use and to allow Buyer’s authorized subcontractors and suppliers (which for all purposes herein shall not include [...***...] or any of its Affiliates) to use such know-how for the purpose of the fabrication of wind turbine blades,, except in all cases for claims related to unitary reusable vacuum bags. Buyer acknowledges that Seller is and shall remain the sole and exclusive owner of the Licensed Patents, that Buyer has no express or implied license to any of Seller’s intellectual property beyond that granted in other rights provided under this Agreement to such entity and the GEE Purchase Terms, its Covered Entities. Any such termination shall only be applicable against such entity and that the foregoing license imposes no additional obligations on Seller beyond those explicitly stated herein. Buyer acknowledges that Seller need only provide reasonable, limited, and industry-standard support in connection such entity’s Covered Entities. (d) The following definitions apply with regard to this license, that Buyer will bear any and all costs relating to the transfer of know-how from Seller to Buyer or Seller’s support thereof, and that Seller will have no obligation to provide support to Buyer with respect to the know-how past the expiration of the Licensed Patents.Section 12 only: