Common use of Rights and Licenses Clause in Contracts

Rights and Licenses. In the event of any termination of this Agreement by Licensor pursuant to Section 9.2, 9.3 or 9.5, or by Licensee pursuant to Section 9.4, upon the effective date of such termination: (i) all rights and licenses granted herein to Licensee shall terminate with respect to the terminated Licensed Product(s) and all such rights and licenses granted by Licensor to Licensee shall revert to Licensor, other than any continuing rights provided in Section 9.7 or 9.8(a); and (ii) Licensee shall return or destroy all Confidential Information of Licensor; and (iii) Licensee shall free of charge provide Licensor with access to all data, including but not limited to all development information, formulation data, manufacturing processes, regulatory approvals and clinical data, in its possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement, subject to the terms of any applicable confidentiality agreements; and (iv) Licensee shall negotiate in good faith, expeditiously and with the intention of enabling the continued development of Licensed Products on an uninterrupted basis with Licensor the terms, such terms being customary in the market, under which Licensee would grant, and shall grant in accordance with such terms, to Licensor (A) a non-exclusive, perpetual and worldwide license (with the right to sublicense in multiple tiers) (1) under the Licensee Technology to the extent such Licensee Technology has been used for the development, manufacture or Commercialization of the Licensed Products and (2) to all data, including but not limited to all development information, formulation data, manufacturing processes, regulatory approvals and clinical data, in Licensee’s possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement, and (B) an assignment to Licensor of any regulatory approvals and materials, including but not limited to cell lines, drug substances and drug products, in its possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement (provided that Licensee may not charge Licensor an amount more than Licensee’s cost plus [***] for any such materials), in each instance of the foregoing clauses (A) and (B) for the continued development, manufacture or Commercialization of the Licensed Products and subject to any restrictions, limitations and obligations provided under the terms of any agreement pursuant to which Licensee has obtained rights or licenses in or to any Licensee Technology, such data, regulatory approvals or materials. Licensee shall undertake to take any actions and execute any instruments, assignments and documents as may be reasonably necessary to affect the aforementioned license and assignment to Licensor. In the event of any termination of this Agreement by Licensee pursuant to Section 9.2 or 9.3, upon the effective date of such termination: (i) all rights and licenses granted herein to Licensee shall terminate with respect to the terminated Licensed Product(s) and all such rights and licenses granted by Licensor to Licensee shall revert to Licensor, other than any continuing rights provided in Section 9.7 or 9.8(a) and (ii) Licensee shall return or destroy all Confidential Information of Licensor.

Rights and Licenses. In the event of any Upon termination of this Agreement by Licensor pursuant Agreement, 13.1.1. ENS shall make its personnel and or other resources reasonably available to Section 9.2ROCHE as necessary to effect an orderly transition of development and commercial responsibilities, 9.3 or 9.5, or by Licensee pursuant to Section 9.4, upon with the effective date reasonable cost of such termination: (i) personnel and resources to be born by ENS for such services; 13.1.2. all rights and licenses granted herein by ROCHE to Licensee shall terminate with respect to the terminated Licensed Product(s) and all such rights and licenses granted by Licensor to Licensee shall revert to Licensor, other than any continuing rights provided in Section 9.7 or 9.8(a); and (ii) Licensee shall return or destroy all Confidential Information of Licensor; and (iii) Licensee shall free of charge provide Licensor with access to all data, including but not limited to all development information, formulation data, manufacturing processes, regulatory approvals and clinical data, in its possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement, subject to the terms of any applicable confidentiality agreements; and (iv) Licensee shall negotiate in good faith, expeditiously and with the intention of enabling the continued development of Licensed Products on an uninterrupted basis with Licensor the terms, such terms being customary in the market, under which Licensee would grant, and shall grant in accordance with such terms, to Licensor (A) a non-exclusive, perpetual and worldwide license (with the right to sublicense in multiple tiers) (1) under the Licensee Technology to the extent such Licensee Technology has been used for the development, manufacture or Commercialization of the Licensed Products and (2) to all data, including but not limited to all development information, formulation data, manufacturing processes, regulatory approvals and clinical data, in Licensee’s possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement, and (B) an assignment to Licensor of any regulatory approvals and materials, including but not limited to cell lines, drug substances and drug products, in its possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized ENS under this Agreement (provided that Licensee may not charge Licensor an amount more than Licensee’s cost plus [***] for any such materials)or, as applicable, in each instance the country or with respect to that Product) shall terminate on the effective date of the foregoing clauses (A) and (B) for the continued development, manufacture or Commercialization of the Licensed Products and subject to any restrictions, limitations and obligations provided under the terms of any agreement pursuant to which Licensee has obtained rights or licenses in or to any Licensee Technology, such data, regulatory approvals or materials. Licensee shall undertake to take any actions and execute any instruments, assignments and documents as may be reasonably necessary to affect the aforementioned license and assignment to Licensortermination. In the event of any termination such termination, the following shall apply and no compensation nor refund shall be due by either Party to the other Party, otherwise than damages as determined by a court of this Agreement by Licensee pursuant to Section 9.2 or 9.3competent jurisdiction: 13.1.3. ENS shall, upon ROCHE’s written request, smoothly and promptly assign and transfer to ROCHE, at no expense to ROCHE, in connection with the effective date Territory or the terminated countries (as applicable), all of such termination: ENS’s right, title and interest in and to (i) all rights and licenses granted herein to Licensee shall terminate with respect to the terminated Licensed Product(s) and all such rights and licenses granted by Licensor to Licensee shall revert to Licensortrademarks used for Product, other than any continuing rights provided in Section 9.7 or 9.8(a) and (ii) Licensee shall return all regulatory filings (such as INDs and drug master files), regulatory approvals, clinical trial agreements (to the extent assignable and not cancelled), (iii) all data, results, clinical trials data, support documentation having arisen out of the development, materials and other information, in ENS’s possession and control related to Product in the Territory, and related to ENS’s Patent Rights and Roche Know-How, (iv) all customer lists, marketing and promotional material, and all other documentation related to marketing, sale, and promotion of the Products in the Territory or destroy all Confidential Information in the terminated country (as applicable), and (iv) during the termination notice period *Portions of Licensorthis document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC.

Rights and Licenses. In the event of any Upon termination of this Agreement by Licensor pursuant Agreement 11.1.1 ENS shall make its personnel and or other resources reasonably available to Section 9.2ROCHE as necessary to effect an orderly transition of development and commercial responsibilities, 9.3 or 9.5, or by Licensee pursuant to Section 9.4, upon with the effective date reasonable cost of such termination: (i) all rights personnel and licenses granted herein resources to Licensee shall terminate with respect to the terminated Licensed Product(s) and all be born by ENS for such services. 11.1.2 All rights and licenses granted by Licensor ROCHE to Licensee shall revert to Licensor, other than any continuing rights provided in Section 9.7 or 9.8(a); and (ii) Licensee shall return or destroy all Confidential Information of Licensor; and (iii) Licensee shall free of charge provide Licensor with access to all data, including but not limited to all development information, formulation data, manufacturing processes, regulatory approvals and clinical data, in its possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement, subject to the terms of any applicable confidentiality agreements; and (iv) Licensee shall negotiate in good faith, expeditiously and with the intention of enabling the continued development of Licensed Products on an uninterrupted basis with Licensor the terms, such terms being customary in the market, under which Licensee would grant, and shall grant in accordance with such terms, to Licensor (A) a non-exclusive, perpetual and worldwide license (with the right to sublicense in multiple tiers) (1) under the Licensee Technology to the extent such Licensee Technology has been used for the development, manufacture or Commercialization of the Licensed Products and (2) to all data, including but not limited to all development information, formulation data, manufacturing processes, regulatory approvals and clinical data, in Licensee’s possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement, and (B) an assignment to Licensor of any regulatory approvals and materials, including but not limited to cell lines, drug substances and drug products, in its possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized ENS under this Agreement (provided that Licensee may not charge Licensor an amount more than Licensee’s cost plus [***] for any such materials)or, as applicable, in each instance the country or with respect to that Product) shall terminate on the effective date of the foregoing clauses (A) and (B) for the continued development, manufacture or Commercialization of the Licensed Products and subject to any restrictions, limitations and obligations provided under the terms of any agreement pursuant to which Licensee has obtained rights or licenses in or to any Licensee Technology, such data, regulatory approvals or materials. Licensee shall undertake to take any actions and execute any instruments, assignments and documents as may be reasonably necessary to affect the aforementioned license and assignment to Licensortermination. In the event of any such termination, the following shall apply and no compensation nor refund shall be due by either Party to the other Party, otherwise than damages as determined by a court of competent jurisdiction: * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. 11.1.3 ENS shall, upon ROCHE’s written request, smoothly and promptly assign and transfer to ROCHE, at no expense to ROCHE, in connection with the Territory or the terminated countries (as applicable), all of ENS’s right, title and interest in and to (i) all trademarks used for Product, (ii) all regulatory filings (such as INDs and drug master files), regulatory approvals, clinical trial agreements (to the extent assignable and not cancelled), (iii) all data, results, clinical trials data, support documentation having arisen out of the development, materials and other information, in ENS’s possession and control related to Product in the Territory, and related to ENS’s Patent Rights and Roche Know-How, (iv) all customer lists, marketing and promotional material, and all other documentation related to marketing, sale, and promotion of the Products in the Territory or in the terminated country (as applicable), and (iv) during the termination notice period provide a reasonable number of person days of qualified personnel to transfer ENS’s manufacturing technology to ROCHE. With respect to the trademarks, the responsibility of preparing and filing of the documents for the recordal of the assignments with the competent authorities in each applicable country and any action required ancillary, shall be born by ROCHE. However, each party shall bear its expenses caused by its activities in connection with the assignments and transfer of the trademarks. 11.1.4 ENS shall further make Commercially Reasonable Efforts to continue making the Product provided however that, ENS shall transfer at its own expenses to ROCHE all technical and industrial know how related to the manufacturing of the Product for use by ROCHE and shall provide reasonable assistance and support (up to a reasonable number of person/days of qualified personnel) as may be reasonably required by ROCHE to be in a position to make the Product itself. 11.1.5 ROCHE shall have the right to disclose such filings, approvals and data to (i) governmental agencies of the country to the extent required or desirable to secure government approval for the development, manufacturing or sale of Product in the country, (ii) Third Parties acting on behalf of ROCHE, its Affiliates or sublicensees, to the extent reasonably necessary for the development, manufacture, or sale of Product in the country, and (iii) Third Parties to the extent reasonably necessary to market Product in the country. * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. 11.1.6 For a given Product and country so terminated, or for the Territory in the case of termination of this Agreement by Licensee pursuant in its entirety, ENS shall grant to Section 9.2 ROCHE an exclusive, sub-licensable, royalty-free license under all elements of ENS Patents and Know-how that are not severable from the Product, and a non exclusive, sub-licensable, royalty-free license under all other ENS Patents and Know-how to make, have made, use, offer for sale, sell and import such Product in such country or 9.3the Territory, upon as applicable. 11.1.7 ENS shall agree to take such actions and execute such instruments, agreements and documents as are necessary to affect the effective date of such termination: (i) all rights and licenses granted herein to Licensee shall terminate with respect to the terminated Licensed Product(s) and all such rights and licenses granted by Licensor to Licensee shall revert to Licensor, other than any continuing rights provided in Section 9.7 or 9.8(a) and (ii) Licensee shall return or destroy all Confidential Information of Licensorforegoing.

Rights and Licenses. In the event of any Upon termination of this Agreement Agreement, 12.1.1. EVOTEC shall make its personnel and or other resources reasonably available to ROCHE as necessary to effect an orderly transition of development and commercial responsibilities, with the reasonable cost of such personnel and resources to be born by Licensor EVOTEC for such services; * Portions of this document marked with **** have been omitted pursuant to Section 9.2, 9.3 or 9.5, or by Licensee pursuant to Section 9.4, upon a request for confidential treatment submitted with the effective date of such termination: (i) SEC. 12.1.2. all rights and licenses granted herein by ROCHE to Licensee shall terminate with respect to the terminated Licensed Product(s) and all such rights and licenses granted by Licensor to Licensee shall revert to Licensor, other than any continuing rights provided in Section 9.7 or 9.8(a); and (ii) Licensee shall return or destroy all Confidential Information of Licensor; and (iii) Licensee shall free of charge provide Licensor with access to all data, including but not limited to all development information, formulation data, manufacturing processes, regulatory approvals and clinical data, in its possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement, subject to the terms of any applicable confidentiality agreements; and (iv) Licensee shall negotiate in good faith, expeditiously and with the intention of enabling the continued development of Licensed Products on an uninterrupted basis with Licensor the terms, such terms being customary in the market, under which Licensee would grant, and shall grant in accordance with such terms, to Licensor (A) a non-exclusive, perpetual and worldwide license (with the right to sublicense in multiple tiers) (1) under the Licensee Technology to the extent such Licensee Technology has been used for the development, manufacture or Commercialization of the Licensed Products and (2) to all data, including but not limited to all development information, formulation data, manufacturing processes, regulatory approvals and clinical data, in Licensee’s possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement, and (B) an assignment to Licensor of any regulatory approvals and materials, including but not limited to cell lines, drug substances and drug products, in its possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized EVOTEC under this Agreement (provided that Licensee may not charge Licensor an amount more than Licensee’s cost plus [***] for any such materials)or, as applicable, in each instance the country or with respect to that Product) shall terminate on the effective date of the foregoing clauses (A) and (B) for the continued development, manufacture or Commercialization of the Licensed Products and subject to any restrictions, limitations and obligations provided under the terms of any agreement pursuant to which Licensee has obtained rights or licenses in or to any Licensee Technology, such data, regulatory approvals or materials. Licensee shall undertake to take any actions and execute any instruments, assignments and documents as may be reasonably necessary to affect the aforementioned license and assignment to Licensortermination. In the event of any such termination, the following shall apply and no compensation nor refund shall be due by either Party to the other Party, otherwise than damages as determined by a court of competent jurisdiction: 12.1.3. EVOTEC shall, upon ROCHE’s written request, smoothly and promptly assign and transfer to ROCHE, at no expense to ROCHE, in connection with the Territory or the terminated countries (as applicable), all of EVOTEC’s right, title and interest in and to (i) all trademarks used for Product, (ii) all regulatory filings (such as INDs and drug master files), regulatory approvals, clinical trial agreements (to the extent assignable and not cancelled), (iii) all data, results, clinical trials data, support documentation having arisen out of the development, materials and other information, in EVOTEC’s possession and control related to Product in the Territory, and related to EVOTEC’s Patent Rights and Roche Know-How, (iv) all customer lists, marketing and promotional material, and all other documentation related to marketing, sale, and promotion of the Products in the Territory or in the terminated country (as applicable), and (iv) during the termination notice period provide a reasonable number of person days of qualified personnel to transfer EVOTEC’s manufacturing technology to ROCHE. With respect to the trademarks, the responsibility of preparing and filing of the documents for the recordal of the assignments with the competent authorities in each applicable country and any action required ancillary, shall be born by ROCHE. However, each party shall bear its expenses caused by its activities in connection with the assignments and transfer of the trademarks. 12.1.4. EVOTEC shall further make Commercially Reasonable Efforts to continue making the Product provided however that, EVOTEC shall transfer at its own expenses to ROCHE all technical and industrial know how related to the manufacturing of the Product for use by ROCHE and shall provide reasonable assistance and support (up to a reasonable number of person/days of qualified personnel) as may be reasonably required by ROCHE to be in a position to make the Product itself. * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. 12.1.5. ROCHE shall have the right to disclose such filings, approvals and data to (i) governmental agencies of the country to the extent required or desirable to secure government approval for the development, manufacturing or sale of Product in the country, (ii) Third Parties acting on behalf of ROCHE, its Affiliates or Sublicensees, to the extent reasonably necessary for the development, manufacture, or sale of Product in the country, and (iii) Third Parties to the extent reasonably necessary to market Product in the country. 12.1.6. For a given Product and country so terminated, or for the Territory in the case of termination of this Agreement by Licensee pursuant in its entirety, EVOTEC shall grant to Section 9.2 ROCHE an exclusive (even as to EVOTEC), sub-licensable, royalty-free license under all elements of EVOTEC Patents and Know-how that are not severable from the Product, and a non-exclusive, sub-licensable, royalty-free license under all other EVOTEC Patents and Know-how to make, have made, use, offer for sale, sell and import such Product in such country or 9.3the Territory, upon as applicable. 12.1.7. EVOTEC shall agree to take such actions and execute such instruments, agreements and documents as are necessary to affect the effective date of such termination: (i) all rights and licenses granted herein to Licensee shall terminate with respect to the terminated Licensed Product(s) and all such rights and licenses granted by Licensor to Licensee shall revert to Licensor, other than any continuing rights provided in Section 9.7 or 9.8(a) and (ii) Licensee shall return or destroy all Confidential Information of Licensorforegoing.

Rights and Licenses. In the event of any Upon termination of this Agreement Agreement, 12.1.1. EVOTEC shall make its personnel and or other resources reasonably available to ROCHE as necessary to effect an orderly transition of development and commercial responsibilities, with the reasonable cost of such personnel and resources to be born by Licensor EVOTEC for such services; ”* Portions of this document marked with **** have been omitted pursuant to Section 9.2, 9.3 or 9.5, or by Licensee pursuant to Section 9.4, upon a request for confidential treatment submitted with the effective date of such termination: (i) SEC.” 12.1.2. all rights and licenses granted herein by ROCHE to Licensee shall terminate with respect to the terminated Licensed Product(s) and all such rights and licenses granted by Licensor to Licensee shall revert to Licensor, other than any continuing rights provided in Section 9.7 or 9.8(a); and (ii) Licensee shall return or destroy all Confidential Information of Licensor; and (iii) Licensee shall free of charge provide Licensor with access to all data, including but not limited to all development information, formulation data, manufacturing processes, regulatory approvals and clinical data, in its possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement, subject to the terms of any applicable confidentiality agreements; and (iv) Licensee shall negotiate in good faith, expeditiously and with the intention of enabling the continued development of Licensed Products on an uninterrupted basis with Licensor the terms, such terms being customary in the market, under which Licensee would grant, and shall grant in accordance with such terms, to Licensor (A) a non-exclusive, perpetual and worldwide license (with the right to sublicense in multiple tiers) (1) under the Licensee Technology to the extent such Licensee Technology has been used for the development, manufacture or Commercialization of the Licensed Products and (2) to all data, including but not limited to all development information, formulation data, manufacturing processes, regulatory approvals and clinical data, in Licensee’s possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement, and (B) an assignment to Licensor of any regulatory approvals and materials, including but not limited to cell lines, drug substances and drug products, in its possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized EVOTEC under this Agreement (provided that Licensee may not charge Licensor an amount more than Licensee’s cost plus [***] for any such materials)or, as applicable, in each instance the country or with respect to that Product) shall terminate on the effective date of the foregoing clauses (A) and (B) for the continued development, manufacture or Commercialization of the Licensed Products and subject to any restrictions, limitations and obligations provided under the terms of any agreement pursuant to which Licensee has obtained rights or licenses in or to any Licensee Technology, such data, regulatory approvals or materials. Licensee shall undertake to take any actions and execute any instruments, assignments and documents as may be reasonably necessary to affect the aforementioned license and assignment to Licensortermination. In the event of any such termination, the following shall apply and no compensation nor refund shall be due by either Party to the other Party, otherwise than damages as determined by a court of competent jurisdiction: 12.1.3. EVOTEC shall, upon ROCHE’s written request, smoothly and promptly assign and transfer to ROCHE, at no expense to ROCHE, in connection with the Territory or the terminated countries (as applicable), all of EVOTEC’s right, title and interest in and to (i) all trademarks used for Product, (ii) all regulatory filings (such as INDs and drug master files), regulatory approvals, clinical trial agreements (to the extent assignable and not cancelled), (iii) all data, results, clinical trials data, support documentation having arisen out of the development, materials and other information, in EVOTEC’s possession and control related to Product in the Territory, and related to EVOTEC’s Patent Rights and Roche Know-How, (iv) all customer lists, marketing and promotional material, and all other documentation related to marketing, sale, and promotion of the Products in the Territory or in the terminated country (as applicable), and (iv) during the termination notice period provide a reasonable number of person days of qualified personnel to transfer EVOTEC’s manufacturing technology to ROCHE. With respect to the trademarks, the responsibility of preparing and filing of the documents for the recordal of the assignments with the competent authorities in each applicable country and any action required ancillary, shall be born by ROCHE. However, each party shall bear its expenses caused by its activities in connection with the assignments and transfer of the trademarks. 12.1.4. EVOTEC shall further make Commercially Reasonable Efforts to continue making the Product provided however that, EVOTEC shall transfer at its own expenses to ROCHE all technical and industrial know how related to the manufacturing of the Product for use by ROCHE and shall provide reasonable assistance and support (up to a reasonable number of person/days of qualified personnel) as may be reasonably required by ROCHE to be in a position to make the Product itself. ”* Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC.” 12.1.5. ROCHE shall have the right to disclose such filings, approvals and data to (i) governmental agencies of the country to the extent required or desirable to secure government approval for the development, manufacturing or sale of Product in the country, (ii) Third Parties acting on behalf of ROCHE, its Affiliates or Sublicensees, to the extent reasonably necessary for the development, manufacture, or sale of Product in the country, and (iii) Third Parties to the extent reasonably necessary to market Product in the country. 12.1.6. For a given Product and country so terminated, or for the Territory in the case of termination of this Agreement by Licensee pursuant in its entirety, EVOTEC shall grant to Section 9.2 ROCHE an exclusive (even as to EVOTEC), sub-licensable, royalty-free license under all elements of EVOTEC Patents and Know-how that are not severable from the Product, and a non-exclusive, sub-licensable, royalty-free license under all other EVOTEC Patents and Know-how to make, have made, use, offer for sale, sell and import such Product in such country or 9.3the Territory, upon as applicable. 12.1.7. EVOTEC shall agree to take such actions and execute such instruments, agreements and documents as are necessary to affect the effective date of such termination: (i) all rights and licenses granted herein to Licensee shall terminate with respect to the terminated Licensed Product(s) and all such rights and licenses granted by Licensor to Licensee shall revert to Licensor, other than any continuing rights provided in Section 9.7 or 9.8(a) and (ii) Licensee shall return or destroy all Confidential Information of Licensorforegoing.

Rights and Licenses. In the event of any termination of this Agreement by Licensor pursuant to Section 9.2, 9.3 or 9.5, or by Licensee pursuant to Section 9.4, upon the effective date of such termination: (i) 7.4.1 AMDOCS THIRD PARTY MATERIALS Amdocs shall obtain from Third Parties all rights and licenses granted herein required to Licensee shall terminate with respect enable it to perform the terminated Licensed Product(s) and all such Services without violating or infringing the rights of others. Amdocs' obligation in this regard shall, as to rights and licenses obtained from, through, or as a result of prior activity with Nextel, commence upon Amdocs having knowledge of the need for such right or license either through a Schedule to this Agreement, notice from Nextel, or as otherwise known by Amdocs. With respect to all technology used and to be used by Amdocs to perform the Services hereunder, whether proprietary to Amdocs or to any other person, Amdocs hereby grants and agrees to grant to Nextel, or cause to be granted by Licensor the licensor thereof, as the case may be, without additional charge to Licensee Nextel, such licenses and sublicenses as may be necessary in order for Nextel, and its authorized representatives, including Third Party service providers of Nextel, to use, or receive the benefit of the use by Amdocs of, such technology in connection with the Services or in connection with any other services that are related to, or come into contact with, the Services. In addition to the foregoing, Amdocs shall revert use commercially reasonable efforts to Licensorobtain advance written consents from Amdocs' licensors and lessors, other than to the extent possible, to the conveyance or assignment of all licenses and leases related to the Services to Nextel upon Disentanglement. If such advance consents cannot be obtained, Amdocs shall promptly notify Nextel's Project Manager and Nextel shall have the option to enter into the applicable license or lease in its own name. Amdocs further agrees that any continuing rights licenses granted or obtained, or to be granted or obtained, by Amdocs under this Section 7 (Intellectual Property Rights) and subject to its provisions, shall extend to any assignee of substantially all of the assets or business of Nextel. 7.4.2 NEXTEL THIRD PARTY MATERIALS Schedule O (Nextel Third Party Materials) attached hereto contains a list of all hardware and software that Nextel will need to install, or have installed, in Nextel's facilities in order for Nextel to use those components of the Customized Product that need to be located in Nextel's facilities in order for Nextel to receive the Services (the "Nextel Third Party Materials"). Not in limitation of the requirements provided in Section 9.7 or 9.8(a); 1.6 (Upgrades and (iiEnhancements) Licensee hereof, Amdocs shall return or destroy all Confidential Information of Licensor; and (iii) Licensee shall free of charge provide Licensor with access to all data, including but not limited to all development information, formulation data, manufacturing processes, regulatory approvals and clinical data, in its possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement, subject to the terms of any applicable confidentiality agreements; and (iv) Licensee shall negotiate in good faith, expeditiously and with the intention of enabling the continued development of Licensed Products on an uninterrupted basis with Licensor the terms, such terms being customary in the market, under which Licensee would grant, and shall grant in accordance with such terms, to Licensor (A) a non-exclusive, perpetual and worldwide license (with the right to sublicense in multiple tiers) (1) under the Licensee Technology to the extent such Licensee Technology has been used for the development, manufacture or Commercialization of the Licensed Products and (2) to all data, including but not limited to all development information, formulation data, manufacturing processes, regulatory approvals and clinical data, in Licensee’s possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement, and (B) an assignment to Licensor of any regulatory approvals and materials, including but not limited to cell lines, drug substances and drug products, in its possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement (provided that Licensee may not charge Licensor an amount more than Licensee’s cost plus Nextel [***] for prior to implementing any such materials)change or upgrade to the Customized Product or any other software in the Data Center that would require Nextel to update, in each instance modify, or replace any of the foregoing clauses (A) and (B) for the continued developmentNextel Third Party Materials. NEXTEL FINANCE COMPANY SEPTEMBER 26, manufacture or Commercialization of the Licensed Products and subject to any restrictions, limitations and obligations provided under the terms of any agreement pursuant to which Licensee has obtained rights or licenses in or to any Licensee Technology, such data, regulatory approvals or materials. Licensee shall undertake to take any actions and execute any instruments, assignments and documents as may be reasonably necessary to affect the aforementioned license and assignment to Licensor. In the event of any termination of this Agreement by Licensee pursuant to Section 9.2 or 9.3, upon the effective date of such termination: (i) all rights and licenses granted herein to Licensee shall terminate with respect to the terminated Licensed Product(s) and all such rights and licenses granted by Licensor to Licensee shall revert to Licensor, other than any continuing rights provided in Section 9.7 or 9.8(a) and (ii) Licensee shall return or destroy all Confidential Information of Licensor.2000 CUSTOMER CARE AND BILLING SERVICES AGREEMENT CONFIDENTIAL BOSTON 2293071v3

Rights and Licenses. In the event of any Upon termination of this Agreement by Licensor pursuant Agreement, 13.1.1. ENS shall make its personnel and or other resources reasonably available to Section 9.2ROCHE as necessary to effect an orderly transition of development and commercial responsibilities, 9.3 or 9.5, or by Licensee pursuant to Section 9.4, upon with the effective date reasonable cost of such termination: (i) personnel and resources to be born by ENS for such services; 13.1.2. all rights and licenses granted herein by ROCHE to Licensee shall terminate with respect to the terminated Licensed Product(s) and all such rights and licenses granted by Licensor to Licensee shall revert to Licensor, other than any continuing rights provided in Section 9.7 or 9.8(a); and (ii) Licensee shall return or destroy all Confidential Information of Licensor; and (iii) Licensee shall free of charge provide Licensor with access to all data, including but not limited to all development information, formulation data, manufacturing processes, regulatory approvals and clinical data, in its possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement, subject to the terms of any applicable confidentiality agreements; and (iv) Licensee shall negotiate in good faith, expeditiously and with the intention of enabling the continued development of Licensed Products on an uninterrupted basis with Licensor the terms, such terms being customary in the market, under which Licensee would grant, and shall grant in accordance with such terms, to Licensor (A) a non-exclusive, perpetual and worldwide license (with the right to sublicense in multiple tiers) (1) under the Licensee Technology to the extent such Licensee Technology has been used for the development, manufacture or Commercialization of the Licensed Products and (2) to all data, including but not limited to all development information, formulation data, manufacturing processes, regulatory approvals and clinical data, in Licensee’s possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement, and (B) an assignment to Licensor of any regulatory approvals and materials, including but not limited to cell lines, drug substances and drug products, in its possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized ENS under this Agreement (provided that Licensee may not charge Licensor an amount more than Licensee’s cost plus [***] for any such materials)or, as applicable, in each instance the country or with respect to that Product) shall terminate on the effective date of the foregoing clauses (A) and (B) for the continued development, manufacture or Commercialization of the Licensed Products and subject to any restrictions, limitations and obligations provided under the terms of any agreement pursuant to which Licensee has obtained rights or licenses in or to any Licensee Technology, such data, regulatory approvals or materials. Licensee shall undertake to take any actions and execute any instruments, assignments and documents as may be reasonably necessary to affect the aforementioned license and assignment to Licensortermination. In the event of any termination such termination, the following shall apply and no compensation nor refund shall be due by either Party to the other Party, otherwise than damages as determined by a court of this Agreement by Licensee pursuant to Section 9.2 or 9.3competent jurisdiction: 13.1.3. ENS shall, upon ROCHE’s written request, smoothly and promptly assign and transfer to ROCHE, at no expense to ROCHE, in connection with the effective date Territory or the terminated countries (as applicable), all of such termination: ENS’s right, title and interest in and to (i) all rights and licenses granted herein to Licensee shall terminate with respect to the terminated Licensed Product(s) and all such rights and licenses granted by Licensor to Licensee shall revert to Licensortrademarks used for Product, other than any continuing rights provided in Section 9.7 or 9.8(a) and (ii) Licensee shall return all regulatory filings (such as INDs and drug master files), regulatory approvals, clinical trial agreements (to the extent assignable and not cancelled), (iii) all data, results, clinical trials data, support documentation having arisen out of the development, materials and other information, in ENS’s possession and control related to Product in the Territory, and related to ENS’s Patent Rights and Roche Know-How, (iv) all customer lists, marketing and promotional material, and all other documentation related to marketing, sale, and promotion of the Products in the Territory or destroy all Confidential Information in the terminated country (as applicable), and (iv) during the termination notice period “*Portions of Licensorthis document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC.”

Rights and Licenses. In the event of any Upon termination of this Agreement by Licensor pursuant Agreement 11.1.1 ENS shall make its personnel and or other resources reasonably available to Section 9.2ROCHE as necessary to effect an orderly transition of development and commercial responsibilities, 9.3 or 9.5, or by Licensee pursuant to Section 9.4, upon with the effective date reasonable cost of such termination: (i) all rights personnel and licenses granted herein resources to Licensee shall terminate with respect to the terminated Licensed Product(s) and all be born by ENS for such services. 11.1.2 All rights and licenses granted by Licensor ROCHE to Licensee shall revert to Licensor, other than any continuing rights provided in Section 9.7 or 9.8(a); and (ii) Licensee shall return or destroy all Confidential Information of Licensor; and (iii) Licensee shall free of charge provide Licensor with access to all data, including but not limited to all development information, formulation data, manufacturing processes, regulatory approvals and clinical data, in its possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement, subject to the terms of any applicable confidentiality agreements; and (iv) Licensee shall negotiate in good faith, expeditiously and with the intention of enabling the continued development of Licensed Products on an uninterrupted basis with Licensor the terms, such terms being customary in the market, under which Licensee would grant, and shall grant in accordance with such terms, to Licensor (A) a non-exclusive, perpetual and worldwide license (with the right to sublicense in multiple tiers) (1) under the Licensee Technology to the extent such Licensee Technology has been used for the development, manufacture or Commercialization of the Licensed Products and (2) to all data, including but not limited to all development information, formulation data, manufacturing processes, regulatory approvals and clinical data, in Licensee’s possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement, and (B) an assignment to Licensor of any regulatory approvals and materials, including but not limited to cell lines, drug substances and drug products, in its possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized ENS under this Agreement (provided that Licensee may not charge Licensor an amount more than Licensee’s cost plus [***] for any such materials)or, as applicable, in each instance the country or with respect to that Product) shall terminate on the effective date of the foregoing clauses (A) and (B) for the continued development, manufacture or Commercialization of the Licensed Products and subject to any restrictions, limitations and obligations provided under the terms of any agreement pursuant to which Licensee has obtained rights or licenses in or to any Licensee Technology, such data, regulatory approvals or materials. Licensee shall undertake to take any actions and execute any instruments, assignments and documents as may be reasonably necessary to affect the aforementioned license and assignment to Licensortermination. In the event of any such termination, the following shall apply and no compensation nor refund shall be due by either Party to the other Party, otherwise than damages as determined by a court of competent jurisdiction: “* Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC.” 11.1.3 ENS shall, upon ROCHE’s written request, smoothly and promptly assign and transfer to ROCHE, at no expense to ROCHE, in connection with the Territory or the terminated countries (as applicable), all of ENS’s right, title and interest in and to (i) all trademarks used for Product, (ii) all regulatory filings (such as INDs and drug master files), regulatory approvals, clinical trial agreements (to the extent assignable and not cancelled), (iii) all data, results, clinical trials data, support documentation having arisen out of the development, materials and other information, in ENS’s possession and control related to Product in the Territory, and related to ENS’s Patent Rights and Roche Know-How, (iv) all customer lists, marketing and promotional material, and all other documentation related to marketing, sale, and promotion of the Products in the Territory or in the terminated country (as applicable), and (iv) during the termination notice period provide a reasonable number of person days of qualified personnel to transfer ENS’s manufacturing technology to ROCHE. With respect to the trademarks, the responsibility of preparing and filing of the documents for the recordal of the assignments with the competent authorities in each applicable country and any action required ancillary, shall be born by ROCHE. However, each party shall bear its expenses caused by its activities in connection with the assignments and transfer of the trademarks. 11.1.4 ENS shall further make Commercially Reasonable Efforts to continue making the Product provided however that, ENS shall transfer at its own expenses to ROCHE all technical and industrial know how related to the manufacturing of the Product for use by ROCHE and shall provide reasonable assistance and support (up to a reasonable number of person/days of qualified personnel) as may be reasonably required by ROCHE to be in a position to make the Product itself. 11.1.5 ROCHE shall have the right to disclose such filings, approvals and data to (i) governmental agencies of the country to the extent required or desirable to secure government approval for the development, manufacturing or sale of Product in the country, (ii) Third Parties acting on behalf of ROCHE, its Affiliates or sublicensees, to the extent reasonably necessary for the development, manufacture, or sale of Product in the country, and (iii) Third Parties to the extent reasonably necessary to market Product in the country. “* Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC.” 11.1.6 For a given Product and country so terminated, or for the Territory in the case of termination of this Agreement by Licensee pursuant in its entirety, ENS shall grant to Section 9.2 ROCHE an exclusive, sub-licensable, royalty-free license under all elements of ENS Patents and Know-how that are not severable from the Product, and a non exclusive, sub-licensable, royalty-free license under all other ENS Patents and Know-how to make, have made, use, offer for sale, sell and import such Product in such country or 9.3the Territory, upon as applicable. 11.1.7 ENS shall agree to take such actions and execute such instruments, agreements and documents as are necessary to affect the effective date of such termination: (i) all rights and licenses granted herein to Licensee shall terminate with respect to the terminated Licensed Product(s) and all such rights and licenses granted by Licensor to Licensee shall revert to Licensor, other than any continuing rights provided in Section 9.7 or 9.8(a) and (ii) Licensee shall return or destroy all Confidential Information of Licensorforegoing.