Common use of Post-Termination Period Clause in Contracts

Post-Termination Period. 8.3.1 The Licensee shall not use, or permit others to use, the Licensed Technology or manufacture or have manufactured Licensed Products if the agreement terminates pursuant to Section 8.1. If the Licensee terminates the Agreement under section 8.2 or if the Agreement expires, the Licensee may continue to offer to sell and sell, offer to lease and lease, and otherwise offer to dispose of or dispose of Licensed Products in the Territory that were manufactured before such termination. If the University terminates the Agreement under section 8.1, however, the Licensee shall not offer to sell or sell, offer to lease or lease, or otherwise offer to dispose of or dispose of a Licensed Product in the Territory. 8.3.2 Promptly upon expiration or termination of the Agreement, for whatever reason, the Licensee hereby grants and assigns to the University the sublicenses granted under the Agreement. Notwithstanding the foregoing, the University shall not be obligated to assume any such sublicense agreement to which the University has reasonable grounds to object to the material terms of the sublicense agreement. The University shall have no obligation to pay the Licensee any amount in consideration for its assumption of such titles, rights, and obligations. 8.3.3 Upon expiration or termination of the Agreement, for whatever reason, the Licensee, upon University’s request, shall terminate each sublicense granted under the Agreement; shall deliver to the University a true, correct, and complete list identifying each sublicensee and describing the terms of each sublicense, including the royalty rates and other financial terms, milestones, and other material terms; and shall cooperate in the University’s efforts to enter into licenses or other forms of agreement with the sublicensees. The Licensee shall be liable for any costs, expenses, or damages payable to the sublicensee arising out of the termination of a sublicense.

Post-Termination Period. 8.3.1 The Licensee 8.3.1. Company shall not use, or permit others to use, the Licensed Technology or manufacture or have manufactured Licensed Products if after the agreement terminates pursuant to Section 8.1termination of this Agreement. If After the Licensee terminates the termination of this Agreement under section 8.2 or if the Agreement expires8.2, the Licensee Company may continue to offer to sell and sell, offer to lease and lease, and otherwise offer to dispose of or dispose of Licensed Products in the Territory that were manufactured before such terminationprior to the termination of this Agreement, subject to the provisions of section 6.1 (Payments) and section A3 of attached Schedule A (Running Royalty Payments). If the University terminates the After termination of this Agreement under section 8.1, however, the Licensee Company shall not offer to sell or sell, offer to lease or lease, or otherwise offer to dispose of or dispose of a Licensed Product in the Territory. 8.3.2 Promptly upon expiration or 8.3.2. At any time within[***] following termination of the this Agreement, for whatever reasonreason other than expiration, a Sublicensee may notify University that it wishes to enter into a direct license with University in order retain its rights to the Licensed Patents, Licensed Technology and Know-How granted to it under its Sublicense. Following receipt of such notice, University and Sublicensee shall promptly enter into a license agreement (the “New License Agreement”), the Licensee hereby grants and assigns terms of which license agreement shall be substantially similar to the terms of the Sublicense granted by Company to such Sublicensee, including but not limited to sublicense scope, sublicense territory, and duration of sublicense grant; provided however, that [***], except that the New License Agreement shall provide for [***]. University further agrees that each Sublicense granted by Company hereunder shall survive during the sublicenses granted under period commencing on termination of this Agreement and ending on the earlier of (1) the expiration of the [***] as described above if the Sublicensee does not provide notice to University that it wishes to enter into the New License Agreement, or (2) the effective date of the New License Agreement between University and the applicable Sublicensee. Notwithstanding the foregoing, the University shall not be obligated to assume any such sublicense agreement to which the University has reasonable grounds to object to the material terms of the sublicense agreement. The University shall have no obligation to pay the Licensee any amount in consideration for its assumption of such titles, rights, and obligations. 8.3.3 Upon expiration or termination of the Agreement, for whatever reason, the Licensee, upon Universityeach Sublicensee’s request, shall terminate each sublicense granted under the Agreement; shall deliver to the University a true, correct, and complete list identifying each sublicensee and describing the terms of each sublicense, including the royalty rates and other financial terms, milestones, and other material terms; and shall cooperate in the University’s efforts right to enter into licenses or other forms the New License Agreement shall be contingent upon: 8.3.2.1. such Sublicensee informing University in writing pursuant to Article 21 (Notices), that it wishes to enter into a direct license with University, within [***] of agreement termination of this Agreement with Company; 8.3.2.2. such Sublicense being in good standing with University and such Sublicense not being the subject matter of a dispute with the sublicenseesUniversity or Company; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. The Licensee shall be liable for any costs, expenses, or damages payable Confidential treatment has been requested with respect to the sublicensee arising out of the termination of a sublicenseomitted portions. 3.2.3. such Sublicensee being in compliance with its Sublicense agreement in all material respects;

Post-Termination Period. 8.3.1 8.3.1. The Licensee Company shall not use, or permit others to use, the Licensed Technology or manufacture or have manufactured Licensed Products if after the agreement terminates pursuant to Section 8.1termination or expiration of this Agreement. If After the Licensee terminates the termination of this Agreement under section 8.2 or if the Agreement expiresexpiration of this Agreement, the Licensee Company may continue to offer to sell and sell, offer to lease and lease, and otherwise offer to dispose of or dispose of Licensed Products in the Territory that were manufactured before such terminationprior to the termination or the expiration of this Agreement. If the University terminates the After termination of this Agreement under section 8.1, however, the Licensee Company shall not offer to sell or sell, offer to lease or lease, or otherwise offer to dispose of or dispose of a Licensed Product in the Territory. 8.3.2 Promptly upon expiration or 8.3.2. Upon termination of the this Agreement, for whatever reason, the Licensee hereby grants and assigns to Company shall grant the University an option to assume, under an assignment, all the Company’s future titles, rights, and obligations under the sublicenses granted under the this Agreement. Notwithstanding The option shall expire sixty (60) days after the foregoing, date of grant. The University may exercise the University shall not be obligated to assume any such sublicense agreement to which the University has reasonable grounds to object option by delivering written notice of exercise to the material terms of Company during the sublicense agreementexercise period. The University shall have no obligation to pay the Licensee Company any amount in consideration for its assumption granting or exercising of such titles, rights, and obligations. 8.3.3 the option. Upon expiration or termination of the this Agreement, for whatever reason, the LicenseeCompany, upon University’s requestif requested by the University in a written notice, shall terminate each sublicense granted under the this Agreement; shall deliver to the University a true, correct, and complete list identifying each sublicensee and describing the terms of each sublicense, including the royalty rates and other financial terms, milestones, and other material terms; and shall cooperate in the University’s efforts to enter into licenses or other forms of agreement with the sublicensees. The Licensee Company shall be liable for any costs, expenses, or damages payable to the sublicensee arising out of the termination of a sublicense.

Post-Termination Period. 8.3.1 The Licensee 8.3.1. Except as permitted in this Section 8.3.1, the Company shall not use, or permit others to use, the Licensed Technology or manufacture or have manufactured Licensed Products if after the agreement terminates pursuant to Section 8.1termination of this Agreement. If After the Licensee terminates the termination of this Agreement under section Section 8.2 or if the Agreement expiresexpiration of this Agreement, the Licensee Company may continue to offer to sell and sell, offer to lease and lease, and otherwise offer to dispose of or dispose of Licensed Products in the Territory that were manufactured before such terminationprior to the termination of this Agreement. If the University terminates the After termination of this Agreement under section Section 8.1, however, the Licensee Company shall not offer to sell or sell, offer to lease or lease, or otherwise offer to dispose of or dispose of a Licensed Product in the Territory. For purposes of clarity, the foregoing restrictions shall not apply in the event of an expiration of this Agreement. With respect to any of the Licensed Technology and Licensed Patents co-owned by the Company and University, the foregoing shall not be construed to limit any of Company’s rights as a joint owner in the co-owned Licensed Technology and Licensed Patents. For avoidance of doubt, nothing in this Agreement affects the legal rights of co-owners of Licensed Patents following termination of this Agreement. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 8.3.2 Promptly upon expiration or 8.3.2. At any time within thirty (30) days following termination of the this Agreement, for whatever reasonreason other than expiration, a Material Sublicensee may notify University that it wishes to enter into a direct license with University in order to retain its rights to the Licensed Patents, Licensed Technology and Know-How granted to it under its Sublicense. Following receipt of such notice, University and Material Sublicensee shall promptly enter into a license agreement (the "New License Agreement"), the Licensee hereby grants and assigns terms of which license agreement shall be substantially similar to the terms of the Sublicense granted by Company to such Material Sublicensee, including but not limited to sublicense scope, sublicense territory, and duration of sublicense grant; provided however, that the financial terms of each New License Agreement, including without limitation, the running royalty rate and milestone payments, shall be identical to the corresponding financial terms set forth in this Agreement, except that the New License Agreement shall provide for payment on a pro rata basis with all other Material Sublicensees choosing to take a direct license of (i) the minimum royalties due to University under this Agreement, (ii) the sublicenses ongoing patent costs of the Licensed Patents as well as any unreimbursed past patent expenses with respect to the Licensed Patents due to University under this Agreement, and (iii) any other out of pocket expenses of University which Company is obligated to reimburse under this Agreement. University further agrees that each Material Sublicense granted under by Company hereunder shall survive during the period commencing on termination of this Agreement and ending on the earlier of (1) the expiration of the thirty (30) day period as described above if the Material Sublicensee does not provide notice to University that it wishes to enter into the New License Agreement, or (2) the effective date of the New License Agreement between University and the applicable Material Sublicensee. Notwithstanding the foregoing, each Material Sublicensee's right to enter into the New License Agreement shall be contingent upon: 8.3.2.1 such Material Sublicensee informing University in writing pursuant to Article 22 (Notices), that it wishes to enter into a direct license with University, within thirty (30) days of termination of this Agreement with Company; 8.3.2.2 such Sublicense being in good standing with University and such Sublicense not being the subject matter of a dispute with the University shall not be obligated or Company; 8.3.2.3 such Material Sublicensee being in compliance with its Sublicense agreement in all material respects; 8.3.2.4 such Material Sublicensee using reasonable efforts to assume any provide documentation requested by University to demonstrate Material Sublicensee meets compliance requirements as set out in this Section 8.3.2 within thirty (30) days of such sublicense agreement to which request for documentation by University (or such longer period of time as University agrees is reasonable under the University has reasonable grounds to object to circumstances based on the material terms nature and extent of the sublicense agreementrequested documentation); THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. The University shall have no obligation to pay the Licensee any amount in consideration for its assumption of such titlesACCORDINGLY, rightsTHE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, and obligationsAND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 8.3.3 Upon expiration or termination of the Agreement, for whatever reason, the Licensee, upon University’s request, shall terminate each sublicense granted under the Agreement; shall deliver 8.3.2.5 such Sublicense having been validly entered into pursuant to the University a true, correct, and complete list identifying each sublicensee and describing the terms of each sublicenseSection 3.1.2. of this Agreement; and 8.3.2.6 no further obligations being imposed upon University as a result of the Sublicense becoming a direct license. University may, including the royalty rates and other financial termsat its sole discretion, milestoneswaive any of these requirements. If any condition of this Section 8.3.2 is not met, and other material terms; and shall cooperate in the University’s efforts to enter into licenses or other forms of agreement with the sublicensees. The Licensee then University shall be liable for any costs, expenses, free to license or damages payable not license Licensed Patents and Licensed Technology to the sublicensee arising out of the termination of a sublicensesuch Sublicensee according to its sole discretion.