Common use of Sublicense Grant Clause in Contracts

Sublicense Grant. 2.1 Sublicensor grants to Sublicensee, and the Sublicensee hereby accepts, a limited, non-exclusive, revocable, non-sublicensable, non-assignable, and royalty-free sublicense to use the Sublicensed Marks solely on or in connection with the Licensed Services in the Sublicensed Field in the Territory. 2.2 The sublicense granted in Section 2.1 shall not exceed the scope of the license granted to Sublicensor by Licensor pursuant to the License Agreement. Sublicensee expressly acknowledges and agrees that the sublicense granted in Section 2.1 is subject to all restrictions, limitations, and obligations applicable to Licensor set forth in the License Agreement, all of which are incorporated herein by reference, and Sublicensee agrees to comply with all obligations of Sublicensor under the License Agreement except as expressly stated herein. 2.3 Any use of the Sublicensed Marks by Sublicensee shall inure to the benefit of Licensor and qualifies as use by Licensor for the purposes of acquiring and maintaining rights in the Sublicensed Marks. Sublicensee acknowledges that Sublicensee shall not acquire any right, title, or interest in the Sublicensed Marks by virtue of this Agreement other than the sublicense granted hereunder, and Sublicensee hereby irrevocably assigns such rights to Licensor without further action by any of the parties. All goodwill and reputation generated by Sublicensee’s use of the Sublicensed Marks shall inure to the exclusive benefit of Licensor. Sublicensee shall not directly or indirectly contest, dispute, challenge, oppose, or seek to cancel Licensor’s right, title, and interest in and to the Sublicensed Marks. 2.4 Notwithstanding any other provision in this Agreement or the License Agreement, Sublicensee shall have no right or authority to sublicense the Sublicensed Marks. 2.5 No license or other right is or will be created or granted under this Agreement by implication, estoppels or otherwise. All licenses and rights are or will be granted only as expressly provided in this Sublicense Agreement.

Sublicense Grant. 2.1 Sublicensor grants Licensee will be entitled to grant Sublicenses under the licenses granted pursuant to Section 2.1, subject to the terms of this Section 2.2. 1. Any Sublicense described above shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. Such Sublicenses shall be made only for consideration and in bona-fide arm’s length transactions pursuant to written agreements, which will be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements will contain, among other things, the following: 2.2.1.1. all provisions necessary to ensure Licensee’s ability to perform its obligations under this Agreement; 2.2.1.2. a section substantially the same as Section 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.2.1.3. a provision clarifying that, in the event of termination of the license granted under this Agreement (in whole or in part (e.g., termination in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license, subject to the Sublicensee, and ’s rights under Section 10.3.1; 2.2.1.4. a provision prohibiting the Sublicensee hereby acceptsfrom sublicensing its rights under such Sublicense agreement; and 2.2.1.5. a provision prohibiting the Sublicensee from assigning the Sublicense agreement without the prior written consent of BIRAD, except that Sublicensee may assign the Sublicense agreement to a limited, non-exclusive, revocable, non-sublicensable, non-assignable, and royalty-free sublicense to use the Sublicensed Marks solely on or successor in connection with the Licensed Services in the Sublicensed Field in the Territory. 2.2 The sublicense granted in Section 2.1 shall not exceed the scope merger, consolidation or sale of the license granted to Sublicensor by Licensor pursuant to the License Agreement. Sublicensee expressly acknowledges and agrees that the sublicense granted in Section 2.1 is subject to all restrictions, limitations, and obligations applicable to Licensor set forth in the License Agreement, or substantially all of its assets or that portion of its business to which are incorporated herein the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to BIRAD to be bound by reference, and Sublicensee agrees to comply with all obligations the terms of Sublicensor under the License Agreement except as expressly stated hereinsuch Sublicense agreement. 2.3 Any use of the Sublicensed Marks by Sublicensee shall inure to the benefit of Licensor and qualifies as use by Licensor for the purposes of acquiring and maintaining rights in the Sublicensed Marks. Sublicensee acknowledges that Sublicensee shall not acquire any right, title, or interest in the Sublicensed Marks by virtue of this Agreement other than the sublicense granted hereunder, and Sublicensee hereby irrevocably assigns such rights to Licensor without further action by any of the parties. All goodwill and reputation generated by Sublicensee’s use of the Sublicensed Marks shall inure to the exclusive benefit of Licensor. Sublicensee shall not directly or indirectly contest, dispute, challenge, oppose, or seek to cancel Licensor’s right, title, and interest in and to the Sublicensed Marks. 2.4 Notwithstanding any other provision in this Agreement or the License Agreement, Sublicensee shall have no right or authority to sublicense the Sublicensed Marks. 2.5 No license or other right is or will be created or granted under this Agreement by implication, estoppels or otherwise. All licenses and rights are or will be granted only as expressly provided in this Sublicense Agreement.

Sublicense Grant. 2.1 Member Sublicensor hereby grants to Related Entity Sublicensee, and the Related Entity Sublicensee hereby accepts, a limitednon-exclusive24 (specifically, with rights of use reserved as to the Alliance and Member Sublicensor), royalty-free, non-exclusive, revocabletransferable, non-sublicensable, non-assignable, and royalty-free assignable sublicense to use the Sublicensed Marks solely on Licensed Intellectual Property, and the ChildFund Alliance Name and Mark (for the limited purposes set forth in the IP License Agreement and subject in all respects to the terms of the IP License Agreement), in the Related Entity Territory in connection with the provision of humanitarian services in cooperation with the Alliance and Member Sublicensor. The Sublicensor does not warrant the validity or ownership of any Licensed Intellectual Property sublicensed under this Agreement or that the Licensee’s use of such intellectual property will not breach any third party intellectual property; and (b) the Sublicensor is not liable for any loss or damage of the Related Entity Sublicensee25 arising from any breach of third party intellectual property rights as a result of the use of the Licensed Intellectual Property sublicensed under the agreement. Quality Control. Related Entity Sublicensee agrees that its use of the Licensed Intellectual Property and the ChildFund Alliance Name and Mark, and its services provided in connection with the Licensed Services in Intellectual Property and the Sublicensed Field in ChildFund Alliance Name and Mark, will reflect favorably on the Territory. 2.2 The sublicense granted in Section 2.1 shall not exceed the scope of the license granted to Alliance and Member Sublicensor by Licensor pursuant to the License Agreement. Sublicensee expressly acknowledges and agrees that the sublicense granted in Section 2.1 is subject to all restrictions, limitations, their reputation and obligations goodwill; will comply with applicable to Licensor set forth in the License Agreement, all of which are incorporated herein by reference, ChildFund Standards; and Sublicensee agrees to will comply with all obligations applicable laws, statutes, and regulations. No less than once per year, Related Entity Sublicensee will provide to Member Sublicensor (and Member Sublicensor will provide to the Alliance) a written, English-language report describing and updating Related Entity Sublicensee’s fundraising and service activities, usage of the Licensed Intellectual Property and the ChildFund Alliance Name and Mark, and overall operations during the prior year, including a copy of audited financial statements for the most recently-ended fiscal year. The Alliance and Member Sublicensor under shall have the License Agreement right, from time to time, with reasonable advance written notice and at their own expense, to have their representatives review the premises and operations of Related Entity Sublicensee during normal business hours. In addition, upon reasonable request, Related Entity Sublicensee shall respond to inquiries by the Alliance and Member Sublicensor, written, oral, or electronic, about Related Entity Sublicensee’s operations. Registration of Licensed Intellectual Property and ChildFund Alliance Name and Mark and Use of Corporate Name. If the Alliance, Member Sublicensor or Related Entity Sublicensee desire to register with any governmental authority or agency any of the Licensed Intellectual Property or the ChildFund Alliance Name and Mark in the Related Entity Territory, Member Sublicensor and Related Entity Sublicensee agree that: The Alliance shall be the owner of all such registered Licensed Intellectual Property and ChildFund Alliance Name and Mark and all filings shall reflect that the Alliance is the owner; Related Entity Sublicensee shall assist and cooperate with Member Sublicensor and the Alliance to facilitate such filings; Related Entity Sublicensee shall bear the cost, including without limitation, all filing fees and legal counsel expenses incurred by Member Sublicensor and the Alliance, in connection with such filings; and Notwithstanding the foregoing, Related Entity Sublicensee shall be permitted to include the words “ChildFund”, “ChildFund International” or variations thereof (but not the words “ChildFund Alliance”, except as expressly stated herein. 2.3 Any use permitted in the IP License Agreement) as part or all of the Sublicensed Marks by Sublicensee shall inure its corporate or legal name, or conduct business under such name, subject to the benefit provisions of Licensor and qualifies as use by Licensor for the purposes Section 7(c) hereof. Ownership of acquiring and maintaining rights in the Sublicensed MarksLicensed Intellectual Property. Related Entity Sublicensee acknowledges that Sublicensee shall not acquire any right, title, or interest in the Sublicensed Marks by virtue of this Agreement other than the sublicense granted hereunder, and Sublicensee hereby irrevocably assigns such rights to Licensor without further action by any of the parties. All goodwill and reputation generated by Sublicensee’s use of the Sublicensed Marks shall inure to the exclusive benefit of Licensor. Sublicensee shall not directly or indirectly contest, dispute, challenge, oppose, or seek to cancel Licensor’s Alliance owns all right, title, and interest in and to the Sublicensed Marks. 2.4 Notwithstanding Licensed Intellectual Property and ChildFund Alliance Name and Mark, including any other provision in this Agreement registrations or applications relating thereto. All prior, current, and future use of the Licensed Intellectual Property or the License AgreementChildFund Alliance Name and Mark by Related Entity Sublicensee, and all goodwill resulting therefrom, shall inure to the benefit of the Alliance. Related Entity Sublicensee shall have take no right action inconsistent with the Alliance’s ownership of the Licensed Intellectual Property or authority the ChildFund Alliance Name and Mark. Related Entity Sublicensee will cooperate and shall take all steps required by ChildFund Alliance or Member Sublicensor to sublicense perfect ownership, including but not limited to assignment or filing non-objections, to the Sublicensed MarksChildFund Alliance in the Territory. 26 Assistance in Protecting Intellectual Property Rights. Upon request by the Alliance or Member Sublicensor, Related Entity Sublicensee shall provide reasonable assistance in protecting and registering the Alliance’s rights in the Licensed Intellectual Property and the ChildFund Alliance Name and Mark, including but not limited to executing documents, providing specimens or examples of the use of the Licensed Intellectual Property and the ChildFund Alliance Name and Mark, and providing other assistance in obtaining and maintaining registrations of the Licensed Intellectual Property and the ChildFund Alliance Name and Mark. If Related Entity Sublicensee becomes aware of any infringement or suspected or threatened infringement of the Licensed Intellectual Property or the ChildFund Alliance Name and Mark by any third party, Related Entity Sublicensee shall promptly notify Member Sublicensor in writing (and Member Sublicensor shall promptly notify the Alliance in writing). If Related Entity Sublicensee becomes aware of any formal or informal claim, charge, or allegation by any third party that its use of the Licensed Intellectual Property or the ChildFund Alliance Name and Xxxx allegedly misappropriates or infringes any proprietary rights, Related Entity Sublicensee shall likewise promptly notify Member Sublicensor in writing (and Member Sublicensor shall promptly notify the Alliance in writing). The Alliance may determine in its discretion whether and what steps to take to address such actual or alleged infringement. Related Entity Sublicensee shall provide to the Alliance and Member Sublicensor all assistance that they shall reasonably request in connection with any such actual or alleged infringement and any such enforcement or defense efforts. 2.5 No license or other right is or will be created or granted under this Agreement by implication, estoppels or otherwise. All licenses and rights are or will be granted only as expressly provided in this Sublicense Agreement.

Sublicense Grant. 2.1 Sublicensor NeoIndicate hereby grants to Sublicensee, and the Sublicensee hereby accepts, a limited, non-an exclusive, revocableworld- wide, non-sublicensableterminable (in accordance with this Agreement) right and license, non-assignable, and royalty-free sublicense with the right to grant sublicenses to use the Sublicensed Marks solely on or in connection with Licensed Technology to make, have made, use and Dispose of Licensed Products and to create Derivatives and/or Biological Materials for the Licensed Services in the Sublicensed Field in the Territoryof Use. 2.2 The (a) Sublicensee shall have the right to grant sublicenses as follows provided that the terms and conditions of any sublicense granted of Sublicensee’s rights which may be permitted hereunder shall be consistent with this Agreement, in Section 2.1 shall writing, contain terms that do not exceed the scope of the license rights granted to Sublicensor by Licensor pursuant to the License under this Agreement. Sublicensee expressly acknowledges and agrees that the sublicense granted in Section 2.1 is subject to all restrictions, limitations, and obligations applicable to Licensor set forth in the License Agreement, all of which are incorporated herein by reference, and Sublicensee agrees to comply with all obligations shall be liable for any of Sublicensor under the License Agreement except as expressly stated herein. 2.3 Any use of the Sublicensed Marks by Sublicensee shall inure to the benefit of Licensor and qualifies as use by Licensor for the purposes of acquiring and maintaining rights in the Sublicensed Marks. Sublicensee acknowledges its sublicensee’s acts or omissions that Sublicensee shall not acquire any right, title, or interest in the Sublicensed Marks by virtue would constitute a breach of this Agreement as if such action or inaction were that of Sublicensee: (i) for any second tier sublicense, the first tier sublicensee may grant sublicenses to (x) any Qualified Sublicensee without the prior written consent of CWRU and NeoIndicate, or (y) any other than Third Party sublicensee with the sublicense granted hereunderprior written consent of CWRU and NeoIndicate (which consent shall not be unreasonably withheld, conditioned or delayed), and (ii) for any additional Third Party sublicensee, Sublicensee hereby irrevocably assigns such rights to Licensor without further action by any or another Third Party sublicensee may grant sublicenses only with the written consent of the parties. All goodwill CWRU and reputation generated by Sublicensee’s use of the Sublicensed Marks shall inure to the exclusive benefit of Licensor. Sublicensee NeoIndicate (which consent shall not directly be unreasonably withheld, conditioned or indirectly contestdelayed); provided, dispute, challenge, oppose, that any sublicenses granted pursuant to any agreement entered into by or seek to cancel Licensor’s right, title, and interest in and to the Sublicensed Marks. 2.4 Notwithstanding on behalf of Sublicensee or any permitted sublicensee with one or more Third Parties performing services or any other provision in this Agreement type of work on behalf of Sublicensee or the License Agreementsuch permitted sublicensee, Sublicensee shall have no right including contract manufacturers, contract research organizations, academic researchers, distributors, contract sales organizations or authority to sublicense the Sublicensed Marks. 2.5 No license any other entity or person providing research, manufacturing, distribution or other right is services (collectively, “Contractors”) shall not be considered a sublicense for which Sublicensee or any permitted sublicensee will be created or required to obtain the prior consent of CWRU and NeoIndicate before entering into such agreement and shall not count toward the number of tiers granted under this Agreement by implicationSection 2.2, estoppels but clause (iii) of Section 2.2(b) shall apply to any agreement with any such Contractor. For purposes of this Section 2.2, the term “Qualified Sublicensee” shall mean a Third Party pharmaceutical company with a public market capitalization of $200 million or otherwisemore. All licenses For private companies, the sublicensee will provide due diligence, financial information, and rights are or relevant information about the sublicense with respect to the potential second tier sublicensee and CWRU and NeoIndicate will be granted only as expressly provided in this Sublicense Agreementreview the information within ten (10) business days and provide a response.