Common use of Sublicense Clause in Contracts

Sublicense. SONY shall be permitted to sublicense the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with the terms of this Lexar Technology License Agreement; and (b) any parties for the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commission.

Sublicense. SONY Licensee shall have the sole and exclusive right to grant sublicenses to any party with respect to the rights conferred upon Licensee under this Agreement, provided, however, that (i) any such sublicense shall be permitted subject in all respects to the restrictions, exceptions, royalty obligations, reports, termination provisions, and other provisions contained in this Agreement (but not including the payment of a license fee pursuant to Section 2.2 hereof) and (ii) each such sublicensee, and the form and substance of each such sublicense, shall be subject to the prior written approval of Scripps, which approval shall not be unreasonably withheld, provided, however, that any sublicense the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY an Affiliate of Licensee shall acknowledge responsibility for such subsidiarynot be subject to Scripps's compliance with the terms of this Lexar Technology License Agreement; and (b) any parties for the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stickprior written approval. SONY's sublicense rights under this Section 2.2(b) No approval shall be contingent upon SONY entering into a written agreement with each sublicensee in required as to any sublicense which utilizes the form of sublicense attached hereto as Exhibit C. SONY B. Licensee shall pay Scripps, or cause its Affiliate or sublicensee to pay Scripps, the same royalties on all Net Sales made by Licensee, its Affiliate or sublicensee. Each Affiliate and sublicensee shall report its Net Sales to Scripps through Licensee, which Net Sales shall be aggregated with any Net Sales of Licensee for purposes of determining the Net Sales upon which royalties are to be paid to Scripps. Except as set forth below, any sublicense revenues, other than royalties, due Licensee pursuant to the grant of a sublicense to a party not an Affiliate but excluding any payments for research, development, or equity ("Sublicense Revenue"), so long as said equity payment reflects the current fair market value of the stock, as determined by such sublicensees' board of directors, which determination will provide LEXAR be acceptable as long as it is reasonable and reflects industry standards in comparable arrangements, shall be reported to Scripps by Licensee. For the first three years of this Agreement, the calculation of Scripps' percentage of Sublicense Revenue shall be based on a pro-rata contribution of Scripps Technology if it is sublicensed in combination with non-Scripps technology. For the fourth year and after Scripps shall receive [***]% of the Sublicense Revenue with no reductions if sublicensed in combination with non-Scripps technology. Licensee shall pay Scripps a copy portion of each such --------- sublicense agreement immediately Sublicense Revenue according to the following schedule: First six (6) months after execution thereof. Nothing in of this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section agreement [***]% of the Sublicense Revenue Second six (6, to sublicensees under ) months after execution of this Section 2.2(b). In agreement [***]% of the event that SONY determines that Sublicense Revenue Third six (6) months after execution of this agreement [***]% of the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to Sublicense Revenue Fourth six (6) months after execution of this agreement [***]% of the form sublicensee Sublicense Revenue Third year after execution of this agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in [***]% of the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commission.Sublicense Revenue

Sublicense. SONY shall be permitted to sublicense the rights ---------- granted in Section 2.1 only to: (a) whollyAny sublicense granted by ALNYLAM pursuant to Section 4.1 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including, without limitation, the requirements of Sections 4.2 and 4.4 above. Agreements with any Sublicensee shall contain the following provisions: (i) a requirement that such Sublicensee submit applicable sales or other reports consistent with those required hereunder; (ii) an audit requirement similar to the requirement set forth in Section 9.5; and (iii) a requirement that such Sublicensee comply with the confidentiality and non-owned subsidiaries use provisions of SONY; Article VIII. ALNYLAM shall assume full responsibility for the performance of all obligations and the observance of all terms herein under a sublicense to the license granted for ALNYLAM Development Products and will itself pay and account to PROTIVA for all payments due by reason of such sublicense. Sublicenses under the licenses granted for ALNYLAM Development Products will remain in full force and effect in the event of any termination of one or both of the licenses, provided that SONY sublicensee(s) are in compliance with the sublicense agreement (or are in compliance within thirty (30) days of the termination) and agree in writing with PROTIVA to the same terms and conditions as in the sublicense agreement. In the event ALNYLAM becomes aware of a material breach of any sublicense by a Sublicensee, ALNYLAM shall promptly notify LEXAR in writing PROTIVA of sublicenses granted the particulars of same and take all reasonable efforts to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with enforce the terms of this Lexar Technology License Agreement; andsuch sublicense. (b) any parties for Unless otherwise provided in this Agreement, ALNYLAM will notify PROTIVA within ten (10) business days after execution of a sublicense entered into under Section 4.1 and provide a copy of the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devicesfully executed sublicense agreement to PROTIVA within the same time frame (with such reasonable redactions as ALNYLAM may make, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion redactions do not include provisions necessary to demonstrate compliance with the requirements of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) Agreement), which shall be contingent upon SONY entering into a written agreement treated as Confidential Information under Article VIII; and provided further that PROTIVA may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in PROTIVA’s contractual obligations under both this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the CommissionThird Party agreements.

Sublicense. SONY shall be permitted to sublicense the rights ---------- granted in Section 2.1 only to: (a) whollyAny sublicense granted by PROTIVA pursuant to Section 3.3 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including, without limitation, the requirements of Section 3.6 below. Agreements with any Sublicensee shall contain the following provisions: (a) a requirement that such Sublicensee submit applicable sales or other reports consistent with those required hereunder; (b) an audit requirement similar to the requirement set forth in Section 9.5; and (c) a requirement that such Sublicensee comply with the confidentiality and non-owned subsidiaries use provisions of SONY; Article VIII. PROTIVA shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to PROTIVA Development Targets and will itself pay and account to ALNYLAM for all payments due under such licenses by reason of such sublicense. Sublicenses under the license granted to PROTIVA Development Targets will remain in full force and effect in the event of any termination of such license, provided that SONY Sublicensee(s) are in compliance with the sublicense agreement (or are in compliance within thirty (30) days of the termination) and agree in writing with ALNYLAM to the same terms and conditions as in the sublicense agreement. In the event PROTIVA becomes aware of a material breach of any sublicense by a Sublicensee, PROTIVA shall promptly notify LEXAR in writing ALNYLAM of sublicenses granted the particulars of same and take all reasonable efforts to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with enforce the terms of this Lexar Technology License Agreement; andsuch sublicense. (b) any parties for Unless otherwise provided in this Agreement, PROTIVA will notify ALNYLAM within ten (10) business days after execution of a sublicense entered into under Section 3.3 and provide a copy of the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devicesfully executed sublicense agreement to ALNYLAM within the same time frame (with such reasonable redactions as PROTIVA may make, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion redactions do not include provisions necessary to demonstrate compliance with the requirements of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) Agreement), which shall be contingent upon SONY entering into a written agreement treated as Confidential Information under Article VIII; and provided further that ALNYLAM may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in ALNYLAM’s contractual obligations under both this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the CommissionThird Party agreements.

Sublicense. SONY 2.2.1 Licensee may grant written Sublicenses to Affiliates on prior notice to UFRF. Licensee may grant written Sublicense to Third Parties subject to UFRF prior review and consent which review and consent shall not be permitted unreasonably withheld or delayed. However, Licensee shall notify UFRF of the initiation of license negotiations with all potential Sublicensees. Any agreement granting a Sublicense shall state that the Sublicense is subject to sublicense the terms and condition of this Agreement and to the termination of this Agreement. Licensee shall have the same responsibility for the activities of any Sublicensee or Affiliate as if the activities were directly those of Licensee. Licensee shall also include provisions in all Sublicenses to provide that in the event that Sublicensee brings a Patent Challenge against UFRF or assists another party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena) then Licensee may terminate the rights ---------- of Sublicensee with respect to the Licensed Patent that is the subject of the Patent Challenge within thirty (30) days. 2.2.2 In respect to Sublicenses granted in Section 2.1 only to: by Licensee under Section 2.2.1, Licensee shall pay a royalty on Net Sales according to Section 4.2. In addition, Licensee shall pay UFRF (a) wholly-owned subsidiaries of SONY; subject to Permitted Deductions provided that SONY fair and commercially reasonable Sublicense fees are paid to UFRF in conjunction with such transaction) [...***...] of any fees or other payments in consideration for any rights granted under a Sublicense and such payments are not based directly upon the amount or value of Licensed Products sold by Sublicensee (Fees) up to [...***...]; [...***...] of any Fees between [...***...] and [...***...]; and [...***...] of Fees above [...***...]. Licensee shall promptly notify LEXAR not receive from Sublicensee anything of value in writing lieu of sublicenses granted to subsidiaries and SONY cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF. 2.2.3 Licensee shall acknowledge responsibility for such subsidiary's compliance provide UFRF with the terms a final unredacted copy of this Lexar Technology License Agreement; and (b) any parties for the manufacture, use, offer for sale, import and sale of Host Devices each Sublicense agreement and any components agreement which transfers intellectual property rights granted hereunder, within thirty (30) days after the execution of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written the Sublicense agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with and further agrees to forward to UFRF annually a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall reports received by Licensee from its Sublicensees pertinent to the payments under said Sublicense agreements. 2.2.4 If Licensee is either unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to be construed as permitting SONY to reveal LEXAR Confidential Informationa Sublicensee, as such term is defined in Section 6Licensee will, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Informationat UFRF’s request, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately a Sublicense with the Commissionany such Sublicensee.

Sublicense. SONY Bellicum shall be permitted have the right to sublicense grant Sublicenses; provided, however, that any such Sublicense shall bind the rights ---------- granted Sublicensee in Section 2.1 only to: (a) wholly-owned subsidiaries writing to all the applicable terms and conditions of SONYthis Agreement; and further provided that SONY a Sublicensee shall promptly notify LEXAR in writing not have the right to grant further sublicenses without the written consent of sublicenses granted BioVec, not to subsidiaries and SONY shall acknowledge be unreasonably withheld, conditioned or delayed. Bellicum assumes full responsibility for the performance of all obligations imposed on Sublicensees by such subsidiary's compliance with the terms of this Lexar Technology License Agreement; and (b) any parties for the manufactureSublicenses. Furthermore, use, offer for sale, import it is understood and sale of Host Devices and any components of Host Devices, provided agreed that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 Bellicum shall not have the right to sublicense the all of its rights granted and obligations under this agreementAgreement to a single Third Party unless such sublicense is granted within a transaction contemplated by Section 11.3(b) for which consent of the other Party is not required. * Material has been omitted and filed separately The right to grant Sublicenses is also conditioned upon Bellicum complying with the Commissionfollowing conditions: (a) Such Sublicense is granted in connection with a license under Bellicum Intellectual Property and with respect to Licensed Products(“Bellicum License”); (b) Without limiting the generality of the foregoing subclause (a), each Sublicensee shall be subject to obligations of confidentiality no less protective of the BioVec Products and the BioVec Materials than the obligations set forth in Section 2.3 and Article 6; (c) Bellicum shall submit to BioVec a copy of each final executed Sublicense within [...***...] of its execution by the parties thereto, which Sublicense may be redacted to protect information related to (i) any product other than the Licensed Product and (ii) any technology, know-how and intellectual property that is unrelated to the Licensed IP Rights; (d) Each Sublicense shall contain disclaimers of representations, warranties, indemnities and liability on the part of BioVec consistent with such disclaimers set forth in this Agreement; and (e) Each Sublicense shall not survive early termination of the Bellicum License.

Sublicense. SONY Subject to Section 5.01 and to the written consent of Noven, which consent may be withheld in Noven's sole discretion, Endo shall be permitted to sublicense have the rights ---------- granted in Section 2.1 only to: right (a) wholly-owned subsidiaries to appoint any Person as a subdistributor in the Territory (and/or such other territory as the parties may agree upon from time to time) as provided herein (each such approved subdistributor, an "Approved Subdistributor") and (b) to delegate to such Approved Subdistributor the whole or any part of SONYits obligations; provided that SONY (i) Endo shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility remain primarily liable for such subsidiarythe Approved Subdistributor's compliance with this Agreement, (ii) prior to or concurrently with its appointment, each Approved Subdistributor shall enter into an agreement with Endo (each, an "Approved Subdistributor Agreement") that is consistent with this Agreement, and that shall not thereafter be amended or modified in any manner inconsistent with the terms hereof, (iii) each Approved Subdistributor Agreement shall name Noven as a third party beneficiary, and (iv) no Approved Subdistributor Agreement shall permit such Approved Subdistributor to appoint or assign such agreement, or delegate any obligations, to any other subdistributor. Endo shall be solely responsible for the fees of, and any other payments to, each Approved Subdistributor. Upon Noven's request, Endo shall make available to Noven a redacted copy of each Approved Subdistributor Agreement evidencing such agreements conformance with the requirements of this Lexar Technology License Agreement; and Section 2.04. The foregoing notwithstanding, nothing herein shall prevent or prohibit Endo from using subcontractors to perform certain of its internal business functions, such as utilizing a contract sale force, ad agency, contract distribution services and contract safety services: provided, however, that (bi) any parties for Endo shall retain strategic control over the manufacture, use, offer for sale, import marketing and sale of Host Devices Licensed product, (ii) Endo shall remain fully liable and responsible to Noven for all actions and/or inactions of its subcontractors under this Agreement as though such actions and/or inactions were made by Endo itself; and, (iii) Endo shall be solely responsible for the fees of, and any components of Host Devicesother payments to, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commissionsubcontractor.

Sublicense. SONY shall be permitted 2.1. Pursuant to sublicense Article 2 of the rights ---------- granted in Section 2.1 only to: NYMEX License Agreement, and subject to the terms and conditions of this Sublicense Agreement, the Sublicensor hereby grants to the Sublicensees (a) whollya limited, worldwide, non-owned subsidiaries exclusive, non-transferable (except as set forth in Article 14 herein) sublicense under the NYMEX License to use the Market Data solely for Permitted Purposes and (b) a limited, worldwide (to the extent NYMEX has established service mark rights in the Marks in countries outside of SONY; provided the United States), non-exclusive, non-transferable (except as set forth in Article 14 herein) sublicense under the NYMEX License to use the Marks only in connection with the identification of the source of the Market Data used in connection with the Permitted Purposes (subsections (a) and (b) collectively, the "NYMEX Sublicense"). It is expressly agreed and understood by the Sublicensees that SONY shall promptly notify LEXAR no rights to use the Market Data and Marks are granted hereunder to the Sublicensees other than those specifically described and expressly granted herein. Notwithstanding anything to the contrary contained in writing of sublicenses this Sublicense Agreement, the Sublicensor has not granted to subsidiaries the Sublicensees any rights or interests in any intellectual property of, or licensed to, the Sublicensor, other than the Sublicense expressly granted in this Section 2.1 as limited by the terms and SONY conditions stated in this Sublicense Agreement. 2.2. The Sublicensor and NYMEX shall acknowledge responsibility have the right to review and control all uses of the Marks hereunder by the Sublicensees, and the Sublicensees shall furnish in advance to Sublicensor and NYMEX all materials, including, where applicable and without limitation, the Prospectuses and any related offering, marketing and promotional materials (collectively, the "Materials") to be used in connection with any issuance of the MACRO Securities in which any of the Marks are used, for the Sublicensor's and NYMEX's prior review and approval of the uses of the Marks therein, which approval shall not be unreasonably withheld. In the event the Materials are issued in a language other than English, the Sublicensees shall provide the Sublicensor and NYMEX with an English translation of the relevant portion of such subsidiaryMaterials. The Sublicensor and NYMEX each shall notify the Sublicensees, in accordance with Article 13 hereof, of its approval or disapproval of any Materials (which shall include the definition of the relevant settlement price used therein) within seventy-two (72) hours (excluding Saturday, Sunday or on any date on which NYMEX is closed for trading) following receipt thereof from the Sublicensees. If either the Sublicensor or NYMEX does not approve of any use, it shall advise the Sublicensees of its reasons. In the event the Sublicensor or NYMEX fails to approve or disapprove any Material submitted to it for review within such seventy-two (72) hour period, the Material shall be deemed approved by Sublicensor or NYMEX, respectively. Once Materials have been approved or deemed approved by both NYMEX and the Sublicensor, the Sublicensees will not need to submit any subsequent Materials to the Sublicensor or NYMEX for their approval if such subsequent Material does not alter the use or description of the Sublicensor, NYMEX, the Marks or the Market Data. In this regard, the Sublicensees agree that the quality of the services, in connection with which the Marks may or will be used, as permitted herein, by the Sublicensees will be commensurate with the reputation of both NYMEX and the Sublicensor for reliability and high quality in financial services, and each of NYMEX and the Sublicensor shall have the right to require the Sublicensees to adhere to that standard of quality. The Sublicensees shall not do anything which will impair the validity of the Marks, NYMEX's compliance rights in the Marks, the Sublicensor's License in the Marks, or the good will symbolized by each of the Marks. Notwithstanding anything to the contrary in the aforementioned paragraph, any approval to be given by NYMEX of Materials shall only be with respect to information related to NYMEX and shall not include any approvals that relate solely to the business and operations of the Sublicensor. 2.3. The Sublicensees hereby expressly agree not to sublicense or sub-sublicense the Sublicense granted hereunder to any Person without the express prior written consent of NYMEX and the Sublicensor. 2.4. Each of the Sublicensees agrees that it is bound by the obligations of Sublicensor under the NYMEX License Agreement as if each of the Sublicensees was the Sublicensor. In the event of any conflict between the terms of this Lexar Technology Sublicense Agreement and the NYMEX License Agreement; and (b) Agreement with respect to the scope of the License or any parties for rights of NYMEX, the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this NYMEX License Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b)govern. 2.5. In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the CommissionALL RIGHTS OF SUBLICENSOR NOT SPECIFICALLY AND EXPRESSLY SUBLICENSED TO SUBLICENSEES IN THIS SECTION 2 ARE HEREBY RESERVED FOR SUBLICENSOR.

Sublicense. SONY (S) ------------- 13.1 LICENSEE may grant sublicense(s) under the Invention(s), the Technology, and the Licensed Patent(s) to make, have made, use, sell, offer for sale, and import Licensed Product(s). 13.2 If LICENSEE is unable or unwilling to serve or develop a potential market or market territory, either by itself or through an Affiliate or a sublicensee of LICENSEE's choice, for which there is a willing sublicensee(s), LICENSEE will, at STANFORD's request, negotiate in good faith a sublicense(s) hereunder. 13.3 Any sublicense(s) granted by LICENSEE under this Agreement shall be permitted subject and subordinate to sublicense the rights ---------- granted in Section 2.1 only toterms and conditions of this Agreement, except: (a) wholly-owned subsidiaries Sublicense terms and conditions shall reflect that any sublicensee(s) shall not further sublicense without the written consent of SONY; provided that SONY STANFORD, which consent shall promptly notify LEXAR not be unreasonably withheld; (b) The earned royalty rate specified in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with the terms of sublicense(s) may be at higher rates than the rates in this Lexar Technology License Agreement; and (bc) any parties All reports required by sublicensee(s) shall be made to LICENSEE. Any such sublicense(s) also shall expressly include the provisions of Articles 8 and 9 for the manufacturebenefit of STANFORD and provide for the transfer of all obligations, useincluding the payment of royalties specified in such sublicense(s), offer for saleto STANFORD or its designee, import and sale in the event that this Agreement is terminated. 13.4 LICENSEE agrees to provide STANFORD a copy of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device any sublicense granted pursuant to this Article 13 that relates to royalty reporting and the warranty and indemnification provisions of Articles 8 and 9 of this Agreement. 13.5 LICENSEE may grant royalty-free sublicensees or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONYcross-licenses provided LICENSEE pays all royalties due STANFORD from sublicensee's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each Net Sales as if such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commissionsales were made by LICENSEE or an Affiliate.

Sublicense. SONY 2.2.1 Licensee may grant written Sublicenses to Affiliates on prior notice to UFRF. Licensee may grant written Sublicense to Third Parties subject to UFRF prior review and consent which review and consent shall not be permitted unreasonably withheld or delayed. However, Licensee shall notify UFRF of the initiation of license negotiations with all potential Sublicensees. Any agreement granting a Sublicense shall state that the Sublicense is subject to sublicense the terms and condition of this Agreement and to the termination of this Agreement. Licensee shall have the same responsibility for the activities of any Sublicensee or Affiliate as if the activities were directly those of Licensee. Licensee shall also include provisions in all Sublicenses to provide that in the event that Sublicensee brings a Patent Challenge against UFRF or assists another party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena) then Licensee may terminate the rights ---------- of Sublicensee with respect to the Licensed Patent that is the subject of the Patent Challenge within thirty (30) days. 2.2.2 In respect to Sublicenses granted in Section 2.1 only to: by Licensee under Section 2.2.1, Licensee shall pay a royalty on Net Sales according to Section 4.3. In addition, Licensee shall pay UFRF (a) wholly-owned subsidiaries of SONY; subject to Permitted Deductions provided that SONY fair and commercially reasonable Sublicense fees are paid to UFRF in conjunction with such transaction) [...***...] of any fees or other payments in consideration for any rights granted under a sublicense and such payments are not based directly upon the amount or value of Licensed Products sold by Sublicensee (Fees) up to [...***...]; [...***...] of any Fees between [...***...] and [...***...]; and [...***...] of Fees above [...***...]. Licensee shall promptly notify LEXAR not receive from Sublicensee anything of value in writing lieu of sublicenses granted to subsidiaries and SONY cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF. 2.2.3 Licensee shall acknowledge responsibility for such subsidiary's compliance provide UFRF with the terms a final unredacted copy of this Lexar Technology License Agreement; and (b) any parties for the manufacture, use, offer for sale, import and sale of Host Devices each Sublicense agreement and any components agreement which transfers intellectual property rights granted hereunder, within thirty (30) days after the execution of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written the Sublicense agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with and further agrees to forward to UFRF annually a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing reports received by Licensee from its Sublicensees pertinent to the payments under said Sublicense agreements. 2.2.4 If Licensee is either unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to be a Sublicensee, Licensee will, at UFRF’s request, negotiate in good faith a Sublicense with any such Sublicensee. 2.2.5 If (i) Licensee or any of its Affiliates brings a Patent Challenge against UFRF, or (ii) Licensee or any of its Affiliates assists another party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena), and (iii) UFRF does not choose to exercise its rights to terminate this Agreement shall be construed as permitting SONY pursuant to reveal LEXAR Confidential InformationSection 9.3 then, as in the event that such term a Patent Challenge is defined in Section 6successful, Licensee will have no right to sublicensees under this Section 2.2(b). recoup any consideration, including royalties, paid during the period of challenge. 2.2.6 In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Informationa Patent Challenge is unsuccessful, LEXAR Licensee shall reimburse UFRF for all reasonable legal fees and SONY agree to negotiate expenses incurred in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed its defense against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the CommissionPatent Challenge.

Sublicense. SONY shall be permitted to sublicense the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries The license granted in Paragraph 2.1 includes the right (i) to grant Sublicenses to third parties, through multiple tiers of SONY; provided that SONY shall promptly notify LEXAR in writing Sublicensees, during the Term but only for as long the license is exclusive with respect to any Patent Rights and (ii) to grant sublicenses to Affiliates, through multiple tiers of sublicenses granted to subsidiaries Affiliates and SONY shall acknowledge responsibility for such subsidiary's compliance with the terms of this Lexar Technology License Agreement; andSublicensees. (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receive, or agree to receive, any parties for non-cash consideration in lieu of cash as consideration from a third party under a Sublicense granted pursuant to Paragraph 2.2(a) without the manufactureexpress written consent of UNIVERSITY; (ii) to the extent applicable to the rights granted under a Sublicense, useinclude all of the rights of and obligations due to UNIVERSITY and contained in this Agreement; (iii) within […***…] of the execution of the Sublicense agreement, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR UNIVERSITY with a copy of each Sublicense issued; and (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITY may terminate a Sublicensee but will allow any Sublicenses granted by LICENSEE or its Affiliates prior to such --------- sublicense agreement immediately after execution thereoftermination to survive as direct licenses from UNIVERSITY provided a) that the Sublicensee is in good standing upon termination of this Agreement with Licensee; and b) the Sublicensee is not currently involved in litigation as an adverse party to the UNIVERSITY. Nothing In no case, however, will UNIVERSITY be bound by duties and obligations contained in any Sublicense that extends beyond the duties and obligations of the UNIVERSITY set forth in this Agreement shall Agreement. If a Sublicense survives, the Sublicensee will promptly agree in writing to be construed as permitting SONY bound by the applicable terms of this Agreement, including but not limited to, in lieu of the payment obligations under the applicable Sublicense agreement from the LICENSEE to reveal LEXAR Confidential Informationsaid Sublicensee, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions payment to the form sublicensee agreement UNIVERSITY of milestone, earned royalty, patent reimbursement, and Sublicense fees required under Article 3 applicable to sufficiently protect LEXAR's Confidential Informationsuch Sublicensee. LEXAR and SONY acknowledge If there is more than one Sublicense that in survives the course termination of these negotiationsthis Agreement, the parties' mutual interest in making payment obligations for Patent Costs may be prorated among the Host Device manufacturing license available as broadly as possible should be weighed against the importance Sublicensees of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commissionrelevant Patent Rights.

Sublicense. SONY shall 14.1 ONTOGENY may grant sublicenses to Licensed Patents and Licensed Materials during the exclusive period of this agreement. 14.2 If ONTOGENY is unable or unwilling to serve or develop a potential market or market territory for which there is a willing sublicensee, ONTOGENY will, at STANFORD's request, negotiate in good faith a sublicense under this Agreement. Bona fide business concerns of ONTOGENY will be permitted considered in any good faith negotiation for a sublicense under this Agreement. 14.3 Any sublicense granted by ONTOGENY under this Agreement must be subject and subordinate to sublicense the rights ---------- granted in Section 2.1 only toterms and conditions of this Agreement, except: (a) whollyThe sublicensee may further sublicense any rights under Licensed Patents or Licensed Materials only as: (i) needed or implied in the course of distribution, installation or performance of service as required for the sale to an end-owned subsidiaries user of SONY; provided that SONY shall promptly notify LEXAR Licensed Products, Milestone Products, Derivative Product, Cell Therapy Products, Derivative Cell Therapy Products and Licensed Materials, or (ii) not specifically rejected in writing by STANFORD within thirty (10) days of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for written notification of sub-sublicense by ONTOGENY, any such subsidiary's compliance with the terms of this Lexar Technology License Agreementrejection not being unreasonably made by STANFORD; and (b) any parties The earned royalty rate specified in the sublicense may be at higher rates than the rates in this Agreement. Any sublicense also will expressly include the provisions of Articles 8, 9, and 10 for the manufacturebenefit of STANFORD and HHMI and, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form event that this Agreement is terminated, provide for the transfer of Exhibit C. SONY all obligations, including the payment of royalties, to STANFORD or its designee. 14.4 ONTOGENY will provide LEXAR with STANFORD a copy of each such --------- any sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreementAgreement. * Material has been Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

Sublicense. SONY Subject to Section 5.01 and to the written consent of Noven, which consent may be withheld in Noven's sole discretion, Endo shall be permitted to sublicense have the rights ---------- granted in Section 2.1 only to: right (a) wholly-owned subsidiaries to appoint any Person as a subdistributor in the Territory (and/or such other territory as the parties may agree upon from time to time) as provided herein (each such approved subdistributor, an "APPROVED SUBDISTRIBUTOR") and (b) to delegate to such Approved Subdistributor the whole or any part of SONYits obligations; provided PROVIDED that SONY (i) Endo shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility remain primarily liable for such subsidiarythe Approved Subdistributor's compliance with this Agreement, (ii) prior to or concurrently with its appointment, each Approved Subdistributor shall enter into an agreement with Endo (each, an "APPROVED SUBDISTRIBUTOR AGREEMENT") that is consistent with this Agreement, and that shall not thereafter be amended or modified in any manner inconsistent with the terms hereof, (iii) each Approved Subdistributor Agreement shall name Noven as a third party beneficiary, and (iv) no Approved Subdistributor Agreement shall permit such Approved Subdistributor to appoint or assign such agreement, or delegate any obligations, to any other subdistributor. Endo shall be solely responsible for the fees of, and any other payments to, each Approved Subdistributor. Upon Noven's request, Endo shall make available to Noven a redacted copy of each Approved Subdistributor Agreement evidencing such agreements conformance with the requirements of this Lexar Technology License Agreement; and Section 2.04. The foregoing notwithstanding, nothing herein shall prevent or prohibit Endo from using subcontractors to perform certain of its internal business functions, such as utilizing a contract sale force, ad agency, contract distribution services and contract safety services: provided, however, that (bi) any parties for Endo shall retain strategic control over the manufacture, use, offer for sale, import marketing and sale of Host Devices Licensed product, (ii) Endo shall remain fully liable and responsible to Noven for all actions and/or inactions of its subcontractors under this Agreement as though such actions and/or inactions were made by Endo itself; and, (iii) Endo shall be solely responsible for the fees of, and any components of Host Devicesother payments to, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commissionsubcontractor.

Sublicense. SONY shall be permitted (a) Subject to the limitations set forth in this Agreement, UNIVERSITY hereby grants to LICENSEE, and LICENSEE hereby accepts, the right to sublicense the rights ---------- granted in Section 2.1 Patent Rights to Sublicensees but only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with so long as LICENSEE'S license under the terms of this Lexar Technology License Agreement; andPatent Rights is exclusive. (b) Notwithstanding any parties for other terms in this Agreement, LICENSEE shall not sublicense the manufacturePatent Rights to any Affiliate of LICENSEE or to any Affiliate of LICENSEE'S Affiliates. (c) With respect to sublicense granted pursuant to Paragraph 2.2(a), useLICENSEE shall: (1) not receive, offer for saleor agree to receive, import anything of value in lieu of cash as considerations from a third party under a sublicense granted pursuant to Paragraph 2.2(a) without the express written consent of UNIVERSITY; (2) to the extent applicable, include all of the rights of and sale of Host Devices and any components of Host Devicesobligations due to UNIVERSITY (and, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under if applicable, Sponsor Rights) contained in this Section 2.2(bAgreement; (3) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will promptly provide LEXAR UNIVERSITY with a copy of each such --------- sublicense agreement immediately after execution issued; and (4) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (1) LICENSEE shall notify UNIVERSITY of any proposed grant of a sublicense and the terms thereof. Nothing in UNIVERSITY shall then have ten (10) business days to notify LICENSEE that the terms of such proposed sublicense is acceptable or not acceptable, provided, however, that if UNIVERSITY does not notify LICENSEE that the terms are either acceptable or not acceptable, then UNIVERSITY shall be deemed to accept the proposed terms of such proposed sublicense. (2) If a sublicense has been preapproved according to subparagraph 2.2 (d)(1), upon termination of this Agreement for any reason, such sublicense shall continue in full force and effect. If a sublicense has been preapproved according to subparagraph 2.2 (d)(1), upon the license grant in Paragraph 2.1 becoming nonexclusive such sublicense shall continue in full force and effect and all of the payments received thereafter by LICENSEE from such Sublicensee, if any, shall be construed as permitting SONY paid and/or forwarded to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to UNIVERSITY. (3) Unless sublicense the rights granted under this agreement. * Material has been omitted preapproved according to subparagraph 2.2 (d)(1), upon termination of this Agreement for any reason, or upon the license grant in Paragraph 2.1 becoming nonexclusive, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and filed separately with the Commissionall sublicenses.

Sublicense. SONY The Licensee is prohibited from granting any sublicenses under this Agreement unless approved by CKI. Licensee shall have the right to grant a distributorship or distributorships (excluding a sublicense) for limited areas or jurisdictions in the Territory), but no such distributorship shall reduce in any way Licensee's obligations hereunder nor may such distributorship or any sublicense agreement be permitted to sublicense entered into unless the rights ---------- granted in Section 2.1 only tofollowing terms and conditions are first satisfied: (ai) wholly-owned subsidiaries The term of SONY; provided that SONY any distributorship or sublicense agreement shall promptly notify LEXAR be no more than five (5) years or five (5) years plus five (5) years contingent on at least compliance (with automatic termination upon termination of this Agreement); (ii) The distributor or sublicensee must agree to comply in writing its activities as a distributor or sublicensee with all of sublicenses the provisions of this Agreement applicable to such distribution; (iii) The distributor or sublicensee must agree not to assign, transfer, or further grant the distributorship agreement or sublicense agreement itself or any of the rights granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiaryit thereunder without CKI's compliance with the terms of this Lexar Technology License Agreementprior written consent; and (biv) any parties for The distributor or sublicensee must acknowledge that each of CKI, CKTT and Mr. Xxxxxx Xxxxx xxx third-party beneficiaries, must afford CKI rights of inspection, approval and termination consistent with its rights pursuant to this Agreement, which it may exercise directly, including rights of termination, and must indemnify CKI, CKTT and Mr. Xxxxxx Xxxxx xxxm liabilities and claims specifically in accordance with the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(bprovisions hereof; (v) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with Licensee must deliver a copy of each such --------- distributorship and proposed sublicense agreement immediately and must subsequently deliver a copy of each material amendment thereof, to CKI, prior to the execution thereof in the case of any proposed sublicense for review and approval, and shall deliver a conformed copy to CKI promptly after its execution thereof. Nothing in and the execution of each amendment thereto; (vi) if Licensee enters into an agreement and fails to control, pursuant to this Agreement shall be construed or the terms of the distributorship agreement or sublicense agreement, the distributor or sublicense thereunder, and as permitting SONY a result of such failure fails to reveal LEXAR Confidential Informationprevent a breach by such distributor or sublicensee of any provision of this Agreement or the distributorship agreement or sublicense agreement, as such term is defined CKI may, in Section 6, addition to sublicensees all of its other rights and remedies under this Section 2.2(b). In Agreement, require Licensee to ameliorate the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Informationeffect of such breach; and (vii) if applicable, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commission.***

Sublicense. SONY (1) Licensee shall be permitted have the exclusive right to sublicense grant sublicenses to third parties to the rights ---------- granted Licensee under Paragraph 2.A on terms not in Section 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance conflict with the terms of this Lexar Technology License Agreement; and (b) any parties for . ARCH shall be informed by written notice of the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or identity of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) prospective Sublicensee and shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to approve of said Sublicensee, which approval shall not be unreasonably withheld. If ARCH does not object in writing within forty-five (45) days of said written notice, approval shall be presumed conclusively to have been given. Notwithstanding the foregoing GenVec may grant a sublicense to any of the rights granted under top 100 pharmaceutical and/or biopharmaceutical companies as reported by Scrip, without the prior approval of ARCH. *The asterisk denotes that confidential portions of this agreement. * Material has exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and filed separately Exchange Commission (2) GenVec agrees that any sublicenses granted by it or its Sublicensees shall provide that the obligations to ARCH contained in this Agreement to the extent applicable shall be binding upon the Sublicensee. GenVec further agrees to provide a copy of this Agreement (which may be redacted to remove financial and other competitive information) to each Sublicensee. (3) GenVec agrees to forward to ARCH a copy of any and all fully executed sublicense agreements with financial terms redacted, and further agrees to forward to ARCH annually a copy of such reports received by GenVec from its Sublicensee during the preceding twelve (12) month period under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreements. (4) All sublicenses shall provide that the Sublicensee may not grant further sublicenses to third parties, without the written consent of ARCH, which consent shall not be unreasonably withheld; provided, that Sublicensees may grant further sublicenses without the prior consent of ARCH (i) to their Affiliates, and (ii) in connection with the Commissiondevelopment and/or commercialization of Licensed Products. (5) GenVec hereby agrees that every sublicensing agreement to which it is a party and which relates to the rights, privileges and license granted hereunder shall contain a statement setting forth the date upon which Licensee’s exclusive rights, privileges and license hereunder shall terminate.

Sublicense. SONY shall be permitted to sublicense the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries Licensor hereby grants to Licensee the right to grant sublicenses through multiple tiers of SONY; provided that SONY shall promptly notify LEXAR sublicense in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance accordance with the terms of this Lexar Technology License Agreement. Licensee shall require each sublicensee to keep records and render reports as required in Sections 4.3, 6.1 and 6.9 and maintain insurance as required in Section 9.7. Except as expressly provided in this Section 3.2(a), all sublicenses shall have terms and conditions no less restrictive than those in this Agreement. Licensee shall include in each sublicense agreement a provision that identifies Licensor as an intended beneficiary thereof. Licensee shall deliver to Licensor a true copy of each sublicense within [**] after it is executed; andprovided, however, that Licensee may redact from such copy any confidential or proprietary information of Licensee or its sublicensee that is not necessary for Licensor to ascertain Licensee’s compliance with this Agreement. (b) Termination under any parties for of the manufacture, use, offer for sale, import and sale provisions of Host Devices and any components of Host Devicesthis Agreement shall terminate all sublicenses that may have been granted by Licensee, provided that any sublicensee may elect to continue its sublicense by advising Licensor in writing, within [**] of the sublicensee’ s receipt of written notice of such third parties termination, of its election, which written notice of election shall only include such sublicensee’s express agreement to be sublicensed under LEXAR Intellectual Property Rights for that portion bound to Licensor by the terms of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's the sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Informationagreement, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions subject to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 following: (i) Licensor shall not have any obligations to such sublicensee other than Licensor’s obligations to Licensee as set forth in this Agreement; and (ii) such sublicense agreement shall be subordinate in all respects to the right applicable provisions of this Agreement; provided, however, that the scope of such sublicensee’s direct license from Licensor shall be as set forth in the sublicense agreement and such sublicensee’s financial obligations to Licensor shall be those set forth in the sublicense agreement (and not those set forth in this Agreement), except that the rights granted sublicensee shall assume Licensee’s patent cost reimbursement obligations under this Agreement with respect to those of the Licensed Intellectual Property that are covered by such sublicense agreement. (c) Any sublicense granted hereunder by Licensee shall be reasonable and for fair market value. * Material has been omitted Licensee shall be responsible for all actions and filed separately conduct of sublicensees with respect to obligations imposed by this Agreement on Licensee. If any agreement granting a sublicense hereunder also includes the Commissiongrant of a license or sublicense under patent or other intellectual property rights owned by Licensee or licensed to Licensee by a third party (collectively, “Non-Vivarta Intellectual Property”), the Other Sublicense Revenues received by Licensee under such sublicense shall be fairly and equitably allocated between the Licensed Intellectual Property arid the Non-Vivarta Intellectual Property in a manner that reflects the respective contributions to the total combined value of the Licensed Intellectual Property and the Non-Vivarta Intellectual Property, which allocation shall be mutually agreed by the parties in writing (such agreement not to be unreasonably withheld or delayed), and only the portion of such Other Sublicense Revenues that is so allocated to the Licensed Intellectual Property shall be considered “Other Sublicense Revenues” for purposes of Section 5.4(b).

Sublicense. SONY shall be permitted Columbia hereby grants the Company the right to sublicense grant sublicenses on the rights ---------- granted in Section 2.1 only tofollowing conditions: (ai) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted the Sublicensee agrees to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with be subject to all the terms of this Lexar Technology License Agreement that apply to the Company; (ii) the Sublicensee agrees not to grant further sublicenses under this Agreement; (iii) if any Sublicensee (or any entity or person acting on its behalf) initiates any proceeding or otherwise asserts any claim challenging the validity or enforceability of any Patent in any court, administrative agency, or any other forum, the Company, upon written request by Columbia, must immediately terminate the sublicense agreement with the Sublicensee, and the Company provides for the Company’s right to terminate the sublicense in the sublicense agreement; (iv) if any inconsistency exists between the sublicense agreement and this Agreement, the sublicense agreement provides that this Agreement controls; (v) the Sublicensee agrees to submit reports to the Company consistent with the reporting provision of Section 5a; (vi) the Company remains liable for the performance of its and its Sublicensee’s obligations under this Agreement; (vii) the Company notifies Columbia of any proposed grant of a sublicense and provides Columbia, upon request, an unredacted copy of any proposed sublicense agreement seven (7) business days before the execution of the sublicense; (viii) no sublicense or attempt to obtain a sublicensee relieves the Company of its obligations under Section 6 to exercise its own commercially reasonable efforts, directly or through a sublicense, to discover, develop and market Products, nor relieves the Company of its obligations to pay Columbia the license fees, royalties and other payments due under the Agreement, including but not limited to under Sections 4, 5 and 11 of the Agreement; (ix) Institutions are a third-party beneficiaries of each sublicense, entitled to enforce it under its terms; and (bx) Institutions have no liability to any parties for the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commissionsublicensee.

Sublicense. SONY Bellicum shall be permitted have the right to sublicense grant Sublicenses; provided, however, that any such Sublicense shall bind the rights ---------- granted Sublicensee in Section 2.1 only to: (a) wholly-owned subsidiaries writing to all the applicable terms and conditions of SONYthis Agreement; and further provided that SONY a Sublicensee shall promptly notify LEXAR in writing not have the right to grant further sublicenses without the written consent of sublicenses granted BioVec, not to subsidiaries and SONY shall acknowledge be unreasonably withheld, conditioned or delayed. Bellicum assumes full responsibility for the performance of all obligations imposed on Sublicensees by such subsidiary's compliance with the terms of this Lexar Technology License Agreement; and (b) any parties for the manufactureSublicenses. Furthermore, use, offer for sale, import it is understood and sale of Host Devices and any components of Host Devices, provided agreed that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 Bellicum shall not have the right to sublicense the all of its rights granted and obligations under this agreementAgreement to a single Third Party unless such sublicense is granted within a transaction contemplated by Section 11.3(b) for which consent of the other Party is not required. * Material has been omitted and filed separately The right to grant Sublicenses is also conditioned upon Bellicum complying with the Commissionfollowing conditions: (a) Such Sublicense is granted in connection with a license under Bellicum Intellectual Property and with respect to Licensed Products(“Bellicum License”); (b) Without limiting the generality of the foregoing subclause (a), each Sublicensee shall be subject to obligations of confidentiality no less protective of the BioVec Products and the BioVec Materials than the obligations set forth in Section 2.3 and Article 6; (c) Bellicum shall submit to BioVec a copy of each final executed Sublicense within [***] of its execution by the parties thereto, which Sublicense may be redacted to protect information related to (i) any product other than the Licensed Product and (ii) any technology, know-how and intellectual property that is unrelated to the Licensed IP Rights; (d) Each Sublicense shall contain disclaimers of representations, warranties, indemnities and liability on the part of BioVec consistent with such disclaimers set forth in this Agreement; and (e) Each Sublicense shall not survive early termination of the Bellicum License.

Sublicense. SONY shall be permitted to sublicense the rights ---------- granted in Section 2.1 only to: (a) whollyChiRex hereby grants Sepracor a worldwide, exclusive (even as to --- ChiRex) sublicense under the Licensed Patents, to develop, make, use and sell (i) those compounds included in Exhibit C-1 attached hereto and made a part hereof; (ii) Combinatorial Chemistry Libraries (as defined below) of chiral or achiral compounds; and (c) compounds in the Combinatorial Chemistry Libraries in quantities of less than one (1) kilogram. In addition, ChiRex further grants to Sepracor a worldwide non-owned subsidiaries exclusive sublicense under the Licensed Patents to manufacture pharmaceutical fine chemical intermediates and pharmaceutical active ingredients for the clinical and laboratory use of SONY; Sepracor and its licensees. Such sublicenses shall bear other terms and conditions as set forth in the Xxxxxxxx License Agreement and Sepracor hereby represents and warrants that it has a copy of the Xxxxxxxx License Agreement, is familiar with its terms and will comply with such terms. Notwithstanding Section 6.5 of the Xxxxxxxx License Agreement, RCT will receive the same royalties on Net Sales Value of Licensed Products sold by Sepracor as it would receive on Net Sales Value of Licensed Products sold by ChiRex. (b) The sublicense granted per subsection (a) above shall include the --- right to sublicense (within the scope of the rights granted therein) third parties without ChiRex's consent provided that SONY shall promptly notify LEXAR in writing of (i) all sublicenses granted by Sepracor will be in writing, charge sublicensees royalties per Section 6.5 of the Xxxxxxxx License Agreement, and expressly require all sublicensees to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance comply with the terms of this Lexar Technology the Xxxxxxxx License Agreement; and (bii) any parties for the manufacture, use, offer for sale, import Sepracor provides RCT and sale ChiRex with notice of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- all written sublicenses entered into; and (iii) Sepracor and not ChiRex, shall remain responsible for the performance, collection and remission of royalties by all its sublicensees. (c) The sublicense agreement immediately granted to Sepracor under this Assignment shall --- permit Sepracor, only after execution thereof. Nothing prior consultation with ChiRex, to grant Nagase & Company, Ltd. a non-exclusive sublicense under the Licensed Patents to manufacture Xxxxxxxx catalyst solely in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, connection with the practice of Process Technology (as such term is defined in Section 6Sepracor's July 24, 1990 Development Agreement with Nagase) to sublicensees under this Section 2.2(b). In manufacture epoxychromans worldwide with the event that SONY determines that right to sell such epoxychromans only in Japan; provided such sublicense complies with the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course requirements of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 subsection (b) above. (d) Sepracor shall not have the right to notify ChiRex in writing, at any --- time after Sepracor or one of its licensees begins clinical trials, that it wishes to add to Exhibit C-1 any (i) active metabolite compound; or (ii) single isomer pharmaceutical compound; or (iii) other chiral compound which is identified as being from a Combinatorial Chemistry Library; such compounds shall be added to Exhibit C-1 subject to the procedures and terms set out in Exhibit C of the Technology Agreement. (e) As used herein, "Combinatorial Chemistry Library" shall mean any --- group of 25 or more compounds related in structure and synthesized contemporaneously from a common intermediate in quantities of no more than one hundred grams per compound. (f) Licensor hereby consents to the grant of the sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commissionto --- Sepracor specified herein.

Sublicense. SONY shall be permitted 1. Subject to sublicense the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with the terms and conditions of this Lexar Technology License Agreement; and (b) any parties for , MBI hereby grants to ALI an exclusive sublicense even as to MBI under the Sublicensed Subject Matter to research, develop, manufacture, have manufactured, use, import, offer to sell and/or sell Sublicensed Products within the Sublicensed Territory for saleuse within the Sublicensed Field. For purposes of clarity, import nothing herein shall restrict MBI, its sublicensees or their subcontractors from the research and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion development of a Host Device Sublicensed Product for use outside of the Sublicensed Field, including where such research and development includes the use of a Sublicensed Product in non-human animals. 2. The Parties agree that the scope of the license rights granted pursuant to this Sublicense Agreement do not exceed the scope of rights conferred to MBI pursuant to the collective MD Xxxxxxxx License Agreements and such sublicense rights are subject to any and all restrictions and limitations set out therein. 3. The sublicense granted herein is subject to the timely payment by ALI to MBI of all consideration as provided herein (subject to any cure period, if applicable) and is further subject to the rights retained by the Board and UTMDACC as per the MD Xxxxxxxx License Agreements including, without limitation, the right to (i) publish the general scientific findings from research and development related to the Sublicensed Subject Matter, subject to any confidentiality provisions set forth in each of the MD Xxxxxxxx License Agreements; (ii) use Sublicensed Subject Matter for research, teaching, patient care and other academically-related purposes; and (iii) transfer Sublicensed Subject Matter to academic or research institutions for non-commercial purposes. 4. ALI hereby agrees that it must use Commercially Reasonable Development Efforts to develop and commercialize Sublicensed Products in the Sublicensed Territory within the Sublicensed Field within 5 years of the completion of any component Phase II Study of a Host Device that communicates directly with a Licensed Memory Stickthe applicable Sublicensed Product, regardless of the party (including any Third Party) conducting such study (the “Development Deadline”). SONY's sublicense rights under this Section 2.2(b) For the avoidance of doubt, ALI shall be contingent upon SONY entering into a written agreement with each sublicensee in have no obligation to conduct any clinical studies of the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b)Sublicensed Product. In the event that SONY determines that ALI fails to use Commercially Reasonable Development Efforts to develop a Sublicensed Product by the Memory Stick Specification contains LEXAR Confidential InformationDevelopment Deadline, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 MBI shall not have the right to sublicense terminate this Agreement pursuant to the rights granted under this agreement. * Material has been omitted and filed separately with the Commissionterms specified in Section 8.

Sublicense. SONY Subject to ADCT’s express prior written consent (not to be unreasonably delayed, conditioned, or withheld), NewCo shall have the right to grant sublicenses under the license granted to NewCo under Section 2.1; provided, that each sublicense shall be permitted subject to a written agreement that is consistent with the terms and conditions of this Agreement. Without limiting the foregoing, each sublicense shall contain at least the rights ---------- granted in Section 2.1 only to: following terms and conditions: (a) wholly-owned subsidiaries requiring each such sublicensee to protect and keep confidential any Confidential Information of SONY; provided that SONY shall promptly notify LEXAR the Parties in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance accordance with the terms Article 10 of this Lexar Technology License Agreement; and (b) any parties for the manufacturerequiring each such sublicensee to assign to NewCo (or, usewith respect to NewCo IP only, offer for sale, import and sale of Host Devices and any components of Host Devices, provided exclusively license to NewCo in a manner that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights permits NewCo to satisfy its obligations under this Section 2.2(bAgreement) all NewCo IP and Arising Product IP developed by such sublicensee; (c) providing that ADCT shall be contingent upon SONY entering into a written agreement with each sublicensee in have the form of Exhibit C. SONY will provide LEXAR with a copy right to audit the books and records of each such --------- sublicensee in accordance with this Agreement. Within [**] days after the execution of any sublicense agreement immediately after execution thereofagreement, NewCo shall provide ADCT with a true and complete copy of such sublicense agreement, which shall be deemed to be NewCo Confidential Information; provided, that NewCo shall have the right to redact any provisions that are solely related to any product that is not a Product. Nothing in NewCo shall remain directly responsible for all of its obligations under this Agreement. Any sublicensee conduct, act, omission or state of affairs that would have constituted a breach of this Agreement shall be construed imputed to NewCo and deemed a breach of this Agreement as permitting SONY if such conduct, act, omission or state of affairs had been directly attributable to reveal LEXAR Confidential InformationNewCo. For avoidance of doubt, as such term is defined in Section 6distributors, resellers, sales representatives, and other channel partners, CROs, and other service providers and subcontractors shall not be deemed to be sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the CommissionAgreement.

Sublicense. SONY shall be permitted Section 4.1 LICENSOR hereby grants to LICENSEE the right to sublicense the LICENSEE’S rights ---------- granted in Section 2.1 only to: and license under this AGREEMENT and to enter into exclusive and non-exclusive sublicensing agreements with third parties (ahereinafter referred to as “SUBLICENSEES”) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with the terms of this Lexar Technology License Agreement; and (b) any parties for the manufacturemake, usehave made, sell, offer for saleto sell, import and sale of Host Devices export any LICENSED PRODUCT and to practice any components of Host DevicesLICENSED METHOD, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense LICENSEE has current exclusive rights thereto under this AGREEMENT in the territory being sublicensed. LICENSEE may only enter into sublicensing agreements to LICENSOR’S PATENT RIGHTS during the EXCLUSIVE PERIOD of this AGREEMENT. Such sublicense may extend past the expiration date of the EXCLUSIVE PERIOD of this AGREEMENT, but any potential exclusivity of such sublicense shall end upon the expiration of the EXCLUSIVE PERIOD. Upon any termination of this AGREEMENT, any SUBLICENSEES whose sublicense is in good standing with LICENSEE shall automatically become direct licensees of LICENSOR under the terms and conditions of their sublicenses, and LICENSOR agrees to offer and execute license agreements with such SUBLICENSEES under the terms and conditions of their sublicenses. Section 2.2(b) 4.2 Any sublicense to LICENSOR’S PATENT RIGHTS granted by LICENSEE to a SUBLICENSEE shall incorporate all of the terms and conditions of this AGREEMENT, which shall be contingent binding upon SONY entering into each SUBLICENSEE as if such SUBLICENSEE were a written agreement with each sublicensee in the form of Exhibit C. SONY will party to this AGREEMENT. Section 4.3 LICENSEE shall promptly provide LEXAR LICENSOR with a copy of each such --------- sublicense agreement immediately after execution for the LICENSED PRODUCT or the LICENSED METHOD granted by LICENSEE hereunder and any amendments thereto or terminations thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commission.

Sublicense. SONY 3.1. The Parties intend that MPP will identify potential manufacturers of pharmaceutical products with a view to enter into Sublicenses. Upon identification of such a manufacturer, in each case, MPP shall be permitted provide notice to sublicense Ferring of the rights ---------- granted in Section 2.1 only to: identity of the manufacturer (aincluding the name, address, principal place of business, list of affiliated entities) wholly-owned subsidiaries and provide Ferring with (i) the information contemplated by Section 3.2, (ii) the complete development, manufacturing and commercialization plans proposed by the manufacturer, including without limitation the proposed supply chain of SONYthe Licensed Product; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with the terms of this Lexar Technology License Agreement; and (biii) any parties for additional information that may be at the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties time reasonably requested by Ferring to enable Ferring to evaluate a proposed Sublicensee. 3.2. MPP shall only be sublicensed under LEXAR Intellectual Property Rights for enter into Sublicenses with entities that portion of a Host Device or of any component of a Host Device that communicates directly have produced reasonable evidence demonstrating their intent and capability to: (i) comply with a Licensed Memory Stick. SONY's sublicense rights applicable laws relating to corruption (including but not limited to: anti-bribery laws and the U.S. Foreign Corrupt Practices Act and the UK Bribery Act), where certification to this effect, absent other contrary evidence, shall constitute reasonable evidence under this Section 2.2(b3.2; (ii) manufacture and distribute Licensed Product in a manner consistent with GDP and GMP, and either WHO pre-qualification standards or the standards of any Stringent Regulatory Authority; and (iii) make the Licensed Product available in the Territory at terms that will facilitate access to the Licensed Product solely for use in the Field within the Territory. 3.3. MPP shall not enter into a Sublicense with a party without Xxxxxxx’x prior written consent with respect to that party. Xxxxxxx’x consent shall not be withheld, except as reasonably based upon the Sublicensee requirements set forth in this Section 3 not being met. Xxxxxxx'x consent shall be contingent upon SONY entering into understood as granted unless otherwise notified by Xxxxxxx in writing within thirty (30) days of MPP’s initial written notice to Ferring pursuant to this Section 3.3. Ferring’s consent to a written agreement with each sublicensee Sublicense pursuant to this Section 3.3 shall not waive or derogate from any other obligation of MPP under this Agreement. If Ferring reasonably objects to a Sublicense being granted pursuant to this Section 3.3, the Parties shall discuss in good xxxxx Xxxxxxx’x concerns and any potential mitigations necessary to address Ferring’s concerns and if not appropriately mitigated as reasonably determined by Ferring, such sublicense shall not be granted. 3.4. MPP shall not grant sublicenses other than in the form of Exhibit C. SONY will provide LEXAR the Sublicense (after receiving Ferring’s prior written consent as set forth above). 3.5. MPP shall cause the Sublicensees to purchase and maintain appropriate product liability insurance as per the terms of the Sublicense. 3.6. MPP acknowledges that the number of Sublicenses entered into with Sublicensees pursuant to this Agreement must be commensurate to the need for Licensed Product for use in the Field in the Territory or in specific Target Countries within the Territory. 3.7. MPP shall ensure that at the same time as any Sublicense is entered into, the relevant Sublicensee shall also execute a Letter of Indemnity and that within five (5) Business Days of the execution of such Sublicense, a fully executed copy of each such --------- sublicense agreement immediately after execution thereofthe relevant Sublicense and two originals of the relevant Letter of Indemnity shall be provided to Ferring. 3.8. Nothing For the avoidance of doubt, nothing in this Agreement shall be construed as permitting SONY a waiver of, or prevent Ferring from exercising, any rights it may have in connection with any acts or omissions by a Sublicensee that does not comply with this Agreement or the Sublicense. 3.9. MPP and Ferring together commit to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under meet and review on an annual basis the operational elements of this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR Agreement and SONY agree to negotiate will work in good faith additional specific provisions to ensure effective use of the resources of both Parties and any amendments that need to be made to this Agreement. 3.10. Following the Effective Date, Ferring shall assemble a discrete data package related to the form sublicensee agreement Licensed Know-How. A Sublicensee shall submit any request for access to sufficiently protect LEXARthe data package to MPP in writing. MPP shall collect relevant access information, as determined by Ferring, from such Sublicensee to enable access to the data package and submit such information to Ferring, following which Ferring shall make the data package available to such Sublicensee. MPP acknowledges that such data package is and shall be treated by MPP and each Sublicensee as Ferring's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 Ferring shall not have the right be required to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commissionprovide any technical support or technical assistance to a Sublicensee for any reason.

Sublicense. SONY shall be permitted Columbia hereby grants the Company the right to sublicense grant sublicenses on the rights ---------- granted in Section 2.1 only tofollowing conditions: (ai) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted the Sublicensee agrees to subsidiaries abide by and SONY shall acknowledge responsibility for such subsidiary's compliance with be subject to all the terms of this Lexar Technology License Agreement that apply to the Company; (ii) the Sublicensee shall not grant further sublicenses under this Agreement without Columbia’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; (iii) the Company shall provide for the Company’s right to terminate the sublicense in the sublicense agreement if any Sublicensee (or any entity or person acting on its behalf) initiates any proceeding or otherwise asserts any claim challenging the validity or enforceability of any Patent in any court, administrative agency or any other forum, and if such event occurs, the Company shall, upon written request by Columbia, immediately terminate the sublicense agreement with the Sublicensee; (iv) the sublicense agreement provides that, in the event of any inconsistency between the sublicense agreement and this Agreement, this Agreement controls; (v) the Sublicensee submits reports to the Company consistent with the reporting provision of Section 5a of this Agreement; (vi) the Company remains liable for the performance of its and its Sublicensee’s obligations under this Agreement; (vii) the Company notifies Columbia of any proposed grant of a sublicense and provides Columbia, upon request, an unredacted copy of any proposed sublicense agreement seven (7) business days before the execution of the sublicense; (viii) no sublicense or attempt to obtain a sublicensee relieves the Company of its obligations under Section 6 to exercise its own commercially reasonable efforts, directly or through a sublicense, to discover, develop and market Products, nor relieves the Company of its obligations to pay Columbia the license fees, royalties and other payments due under this Agreement, including but not limited to such obligations under Sections 4, 5 and 11 of this Agreement; (ix) Columbia is a third-party beneficiary of each sublicense, entitled to enforce it under its terms; and (bx) Columbia has no liability to any parties for the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commissionsublicensee.

Sublicense. SONY shall be permitted 2.1 Subject to sublicense the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with the terms and conditions of this Lexar Technology License Agreement; andAgreement and after 2017 and only when NNII has Propagation Material beyond the needs of its members, NNII hereby grants to Grower a non-exclusive, royalty-bearing, limited license to 1) purchase from a NNII Member Nursery Propagation Material of the Licensed Cultivar and 2) (b) any parties for check the manufactureappropriate box):  use the Propagation Material to topwork existing orchard trees in Washington State, useto produce a crop from those Finished Trees, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with to deliver the Licensed Apples to a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee Packer in Washington, subject to the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing terms and conditions in this Agreement shall be construed as permitting SONY and the WA 38 Grower Agreement (This topworking option is only available to reveal LEXAR Confidential Information, as such term is defined in Section 6the Grower if NNII Member Nurseries have certified and dormant Propagation Material available beyond the propagation needs of all NNII nurseries ); OR   use the Propagation Material to produce new Finished Trees through budding of rootstock liners or bench- graft propagation of the Licensed Cultivars, to sublicensees plant the Finished Trees on property in Washington state, to produce a crop from those Licensed Cultivars, and to deliver the Licensed Apples to a Licensed Packer in Washington, subject to the terms and conditions in this Agreement and the WA 38 Grower Agreement (This option is only available to the Grower if all NNII Member Nurseries cannot meet the demand for Finished Trees but have sufficient Propagation Material AND topworking requests by Growers have been satisfied) nursery MUST 1) hold all applicable state-issued licenses for the state(s) in which it operates nursery(ies) and remain current on the payment of all state license fees, taxes, and other charges due in connection with said license(s); and 2) be included in and monitored by the WSDA’s (Washington State Department of Agriculture) Fruit Tree Certification Program or an equivalent WSDA approved state certification program for the state(s) in which the Licensee operates its nursery(ies). Accompanying this Agreement must be a fully executed Contract Nursery One- Time Propagation Agreement between NNII and the nursery. 2.2 This is a one-time propagation agreement. Propagation under this Section 2.2(b)Agreement is anticipated to take place in [Month/Year]. 2.3 Approximately Finished Trees will be produced on certified rootstock at for planting at: Any change to this section 2.3 must be approved by the NNII Member Nursery in writing, in advance. 2.4 This license is personal to Grower. In Grower is strictly prohibited from reselling or otherwise transferring Propagation Material or Finished Trees to a third party, other than the event above-approved state-licensed nursery for the sole purpose of tree production for Grower. 2.5 Grower shall take all reasonable precautions to ensure that SONY determines that no third party, other than the Memory Stick Specification contains LEXAR Confidential Informationapproved Contract Nursery, LEXAR obtains budwood, other Propagation Material, or the Finished Trees. 2.6 All rights not specifically granted herein are reserved by NNII, PVM, and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the CommissionWSU.

Sublicense. SONY (1) Licensee shall be permitted have the exclusive right to sublicense grant sublicenses to third parties to the rights ---------- granted Licensee under Paragraph 2.A on terms not in Section 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance conflict with the terms of this Lexar Technology License Agreement; and (b) any parties for . ARCH shall be informed by written notice of the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or identity of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) prospective Sublicensee and shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to approve of said Sublicensee, which approval shall not be unreasonably withheld. If ARCH does not object in writing within forty-five (45) days of said written notice, approval shall be presumed conclusively to have been given. Notwithstanding the foregoing GenVec may grant a sublicense to any of the rights granted under top 100 pharmaceutical and/or biopharmaceutical companies as reported by Scrip, without the prior approval of ARCH. *The asterisk denotes that confidential portions of this agreement. * Material has exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and filed separately Exchange Commission (2) GenVec agrees that any sublicenses granted by it or its Sublicensees shall provide that the obligations to ARCH contained in this Agreement to the extent applicable shall be binding upon the Sublicensee. GenVec further agrees to provide a copy of this Agreement (which may be redacted to remove financial and other competitive information) to each Sublicensee. (3) GenVec agrees to forward to ARCH a copy of any and all fully executed sublicense agreements with financial terms redacted, and further agrees to forward to ARCH annually a copy of such reports received by GenVec from its Sublicensee during the preceding twelve (12) month period under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreements. (4) All sublicenses shall provide that the Sublicensee may not grant further sublicenses to third parties, without the written consent of ARCH, which consent shall not be unreasonably withheld; provided, that Sublicensees may grant further sublicenses without the prior consent of ARCH (i) to their Affiliates, and (ii) in connection with the Commissiondevelopment and/or commercialization of Licensed Products. (5) GenVec hereby agrees that every sublicensing agreement to which it is a party and which relates to the rights, privileges and license granted hereunder shall contain a statement setting forth the date upon which GenVec’s exclusive rights, privileges and license hereunder shall terminate.

Sublicense. SONY shall Columbia grants to Company the right to grant sublicenses on the following conditions: (i) the Sublicensee agrees to abide by and be subject to all the terms and provisions of this Agreement applicable to Company; (ii) the Sublicensee has no further right to grant sublicenses under this Agreement; (iii) if any Sublicensee (or any entity or person acting on its behalf) initiates any proceeding or otherwise asserts any claim challenging the validity or enforceability of any Patent in any court, administrative agency or other forum, Company shall, upon written request by Columbia and to the extent permitted to by applicable law, forthwith terminate the sublicense agreement with such Sublicensee, and the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility sublicense agreement provides for such subsidiary's compliance right of termination by Company; (iv) the sublicense agreement provides that, in the event of any inconsistency between the sublicense agreement and this Agreement, this Agreement controls; (v) the Sublicensee submits quarterly reports to Company consistent with the terms reporting provision of this Lexar Technology License AgreementSection 5a herein; and (bvi) any parties Company remains fully liable for the manufacture, use, offer for sale, import performance of its and sale its Sublicensee’s obligations hereunder; (vii) Company notifies Columbia of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion proposed grant of a Host Device or sublicense and provides to Columbia, upon request, an unredacted copy of any component proposed sublicense agreement at least seven (7) business days before execution of a Host Device that communicates directly with a Licensed Memory Stick. SONY's the sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing exists at such time, which for clarity, may be updated due to negotiation between Company and the relevant third party in this Agreement shall the intervening period; (viii) no such sublicense or attempt to obtain a sublicensee relieves Company of its obligations under Section 6 to exercise its own commercially reasonable efforts, directly or through a sublicense, to discover, develop and market Products, nor relieve Company of its obligations to pay Columbia any and all license fees, royalties and other payments due under the Agreement, including but not limited to under Sections 4, 5 and 11 of the Agreement; (ix) Columbia is a third-party beneficiary of such sublicense, entitled to enforce it in accordance with its terms; and (x) Columbia has no liability of any kind or manner to such sublicensee except as may be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined set forth in Section 6, to sublicensees under this Section 2.2(b16(d). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commission.

Sublicense. SONY shall be permitted to sublicense the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR Licensor hereby grants to Licensee the right to grant sublicenses in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance accordance with the terms of this Lexar Technology License Agreement, subject to approval by Licensor, such approval not to be unreasonably withheld. Licensor shall have [**] to review proposed sublicenses and respond to Licensee. Licensee shall require each approved sublicensee to keep records and render reports as required in Sections 4.3, 6.1 and 6.9 and maintain insurance as required in Section 9.7. Licensee may not grant sublicensees the right to grant sublicenses or the right to enforce Patent Rights. Except as expressly provided in this Section 3.2(a), all sublicenses shall have terms and conditions no less restrictive than those in this Agreement. Licensee shall include in each sublicense agreement a provision that identifies Licensor as an intended beneficiary thereof. Licensee shall deliver to Licensor a true copy of each sublicense within [**] after it is executed; andprovided, however, that Licensee may redact from such copy any confidential or proprietary information of Licensee or its sublicensee that is not necessary for Licensor to ascertain Licensee’s compliance with this Agreement. (b) Termination under any parties for of the manufacture, use, offer for sale, import and sale provisions of Host Devices and any components of Host Devicesthis Agreement shall terminate all sublicenses that may have been granted by Licensee, provided that any sublicensee may elect to continue its sublicense by advising Licensor in writing, within [**] of the sublicensee’s receipt of written notice of such third parties termination, of its election, which written notice of election shall only include such sublicensee’s express agreement to be sublicensed under LEXAR Intellectual Property Rights for that portion bound to Licensor by the terms of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's the sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Informationagreement, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions subject to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 following: (i) Licensor shall not have any obligations to such sublicensee other than Licensor’s obligations to Licensee as set forth in this Agreement; and (ii) such sublicense agreement shall be subordinate in all respects to the right applicable provisions of this Agreement; provided, however, that the scope of such sublicensee’s direct license from Licensor shall be as set forth in the sublicense agreement and such sublicensee’s financial obligations to Licensor shall be those set forth in the sublicense agreement (and not those set forth in this Agreement), except that the rights granted sublicensee shall assume Licensee’s patent cost reimbursement obligations under this Agreement with respect to those of the Patent Rights that are covered by such sublicense agreement. (c) Any sublicense granted hereunder by Licensee shall be reasonable and for fair market value. * Material has been omitted With the exception of Related Rights, an agreement granting a sublicense hereunder shall not include the grant of other rights held by the Licensee or any third party. Licensee shall be responsible for all actions and filed separately conduct of sublicensees with the Commissionrespect to obligations imposed by this Agreement on Licensee.

Sublicense. SONY 3.1 LICENSEE may grant rights to SUBLICENSEES under the PATENTS and the LICENSED KNOW HOW, in the FIELD and the TERRITORY, subject to prior written [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. approval by CONECTUS, of the name of any proposed SUBLICENSEE (the “Notice”). Such consent shall not unreasonably be delayed more than [***] days (which period may be reduced if the negotiation does not allow for such a [***] days’ notice) and cannot be denied unless CONECTUS can reasonably demonstrate that said potential SUBLICENSEE would violate or otherwise contravene the laws and regulations applicable to ESTABLISHMENTS’ status, activities and/or missions. Such approval shall be permitted deemed granted if CONECTUS does not respond within [***] days of the Notice (each, a “Deemed Approval Circumstance”). Furthermore, LICENSEE agrees to provide to CONECTUS, a copy of said sublicense the rights ---------- granted in Sectionagreements within [***] following signature of any such sublicense agreement, which may be redacted from terms that do not impact this AGREEMENT. 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted 3.2 LICENSEE agrees to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with include within the terms of this Lexar Technology License any sublicense agreement a clause which permits the LICENSEE, or CONECTUS to audit the SUBLICENSEE’s financial records and accounts consistent with Section 7.7. 3.3 LICENSEE shall include within the terms of any sublicense agreement a similar obligation of confidentiality as that set out in the present Agreement; and. (b) any parties 3.4 LICENSEE shall be solely responsible to CONECTUS for the manufacture, use, offer correct fulfilment by its SUBLICENSEES of all applicable obligations assumed by LICENSEE under the present Agreement. 3.5 CONECTUS shall use reasonable efforts to substitute the ESTABLISHMENTS for sale, import itself in the rights and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights obligations under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines so that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to LICENSE is granted directly by the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the CommissionESTABLISHMENTS.

Sublicense. SONY shall be permitted to sublicense the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries Except pursuant to Section 18.9 or in connection with the use of SONYThird Party Sales Representatives, Santarus shall not assign, subcontract or otherwise transfer or delegate any of its rights or obligations under Section 2.1(a)(i) with respect to Promotion of Products in the Territory without the express written consent of Depomed, which consent may be withheld by Depomed in its sole discretion. (b) Santarus shall have the right to grant sublicenses to, or Subcontract with, Third Parties with respect to 500mg Product Commercialization activities, other than Promotion (provided that the use of Third Party Sales Representatives is permitted); provided that SONY all such sublicenses and subcontracts shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance be consistent with the terms of this Lexar Technology License Agreement; and (b) Agreement and that Santarus shall at all times be responsible and liable to Depomed for any parties breach of this Agreement by any such sublicensee or Subcontractor. After the Manufacture Transfer Date for the manufacture500mg Product, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties Santarus shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense grant sublicenses to, or Subcontract with, Third Parties with respect to Manufacturing of the rights granted under this agreement. * Material has been omitted 500mg Product; provided that all such sublicenses and filed separately subcontracts shall be consistent with the Commissionterms of this Agreement and that Santarus shall at all times, subject to Section 6.7, Section 7.5 (last sentence) and Section 13.2, be responsible and liable to Depomed for any breach of this Agreement by any such sublicensee or Subcontractor. (c) Santarus shall have the right to Subcontract with Third Parties with respect to 1000mg Product Commercialization activities, other than Promotion (provided that the use of Third Party Sales Representatives is permitted); provided that all such Subcontracts shall be consistent with the terms of this Agreement and that Santarus shall at all times be responsible and liable to Depomed for any breach of this Agreement by any such Subcontractor. After the Manufacture Transfer Date for the 1000mg Product, Santarus shall have the right to have the 1000mg Product Manufactured by a Third Party on Santarus’ behalf solely in the event that Section 16.2 of the BLS Supply Agreement becomes operative and only to the extent permitted by said Section 16.2; provided that any Third Party supply arrangement for the 1000mg Product shall be consistent with the terms of this Agreement and that Santarus shall at all times, subject to Section 6.7, Section 7.5 (last sentence) and Section 13.2, be responsible and liable to Depomed for any breach of this Agreement by any such Subcontractor.

Sublicense. SONY 11.1 BioForm shall be permitted have the right to sublicense grant sublicenses under the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted Licensed Patents to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with the terms of this Lexar Technology License Agreement; and (b) any parties for the manufacturemake, have made, use, offer for sale, sell and import and sale Sublicensed Products for any purpose whatsoever (“Sublicenses”). 11.2 Within thirty (30) calendar days of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion the granting of a Host Device Sublicense to a Manufacturing Sublicense, BioForm shall provide Artes with notice of the identity of such Manufacturing Sublicense and, upon subsequent written request by Artes, copies of the pages of such Sublicense containing the cover page, signatures, and the provisions required by Section 11.3 but redacted to remove all other provisions. 11.3 All Sublicenses to a Manufacturing Sublicensee shall be in writing and contain the following requirements: 11.3.1 That the Manufacturing Sublicensee shall pay directly to Artes a royalty of ***% of its Sublicense Royalty Base for each calendar year, beginning with the year in which the Sublicense is granted (“Pass-Through Royalty”). The “Sublicense Royalty Base,” with respect to a Manufacturing Sublicensee, shall be such Manufacturing Sublicensee’s Net Sales in such calendar year of Sublicensed Products not obtained from BioForm or its Affiliates and either (i) sold to Third Parties in the U.S. prior to the end of any component of a Host Device that communicates directly with the U.S. Royalty Obligation Term or (ii) sold to Third Parties outside the U.S. in countries where a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in Patent is In Force and prior to the form end of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b)the applicable Ex-U.S. Royalty Obligation Term. In the event that SONY determines that an Extension is granted, then the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that term for which sales are included in the course Sublicense Royalty Base will be extended in the applicable country until the Extension expires, but only as to sales of these negotiationsSublicensed Products that are (i) within the scope of rights derived from such Extension and (ii) sold for uses covered by such Extension. If the Manufacturing Sublicensee, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance BioForm and *** Portions of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not page have the right to sublicense the rights granted under this agreement. * Material has been omitted and pursuant to a request for Confidential Treatment filed separately with the Commission. Artes are not able to agree on the extent, if any, to which the Sublicensed Products sold by such Manufacturing Sublicensee are covered by such Extension, they shall resolve their disagreement by the dispute resolution provision set forth in Section 11.3.6.

Sublicense. SONY The Licensee is prohibited from granting any sublicenses under this Agreement unless approved by CKI. Licensee shall have the right to grant a distributorship or distributorships (excluding a sublicense) for limited areas or jurisdictions in the Territory), but no such distributorship shall reduce in any way Licensee's obligations hereunder nor may such distributorship or any sublicense agreement be permitted to sublicense entered into unless the rights ---------- granted in Section 2.1 only tofollowing terms and conditions are first satisfied: (ai) wholly-owned subsidiaries the term of SONY; provided that SONY any distributorship or sublicense agreement shall promptly notify LEXAR be no more than five (5) years or five (5) years plus five (5) years contingent on at least compliance (with automatic termination upon termination of this Agreement); (ii) The distributor or sublicensee must agree to comply in writing its activities as a distributor or sublicensee with all of sublicenses the provisions of this Agreement applicable to such distribution; (iii) The distributor or sublicensee must agree not to assign, transfer, or further grant the distributorship agreement or sublicense agreement itself or any of the rights granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiaryit thereunder without CKI's compliance with the terms of this Lexar Technology License Agreementprior written consent; and (biv) any parties for The distributor or sublicensee must acknowledge that each of CKI, CKTT and Mr. Xxxxxx Xxxxx xxx third-party beneficiaries, must afford CKI rights of inspection, approval and termination consistent with its rights pursuant to this Agreement, which it may exercise directly, including rights of termination, and must indemnify CKI, CKTT and Mr. Xxxxxx Xxxxx xxxm liabilities and claims specifically in accordance with the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(bprovisions hereof; (v) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with Licensee must deliver a copy of each such --------- distributorship, and proposed sublicense agreement immediately must subsequently deliver a copy of each material amendment thereof, to CKI, prior to the execution thereof in the case of any proposed sublicense for review and approval , and shall deliver a conformed copy to CKI promptly after its execution thereof. Nothing in and the execution of each amendment thereto; (vi) if Licensee enters into an agreement and fails to control, pursuant to this Agreement shall be construed or the terms of the distributorship agreement, the distributor or sublicense thereunder, and as permitting SONY a result of such failure fails to reveal LEXAR Confidential Informationprevent a breach by such distributor or sublicense agreement of any provision of this Agreement or the distributorship agreement or sublicense agreement, as such term is defined CKI may, in Section 6, addition to sublicensees all of its other rights and remedies under this Section 2.2(b). In Agreement, require Licensee to ameliorate the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Informationeffect of such breach; and (vii) if applicable, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commission.***

Sublicense. SONY shall be permitted to sublicense the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries The License granted in Section 2.1 includes the right of SONYLicensee to grant Sublicenses to third parties other than Affiliates, provided and on the express condition that (i) such Sublicenses shall include, to the extent applicable, an obligation of Sublicensee to comply with all rights and obligations due to Licensor pursuant to this Agreement; provided that SONY (ii) such Sublicenses shall promptly notify LEXAR in writing contain a provision prohibiting the Sublicensee from sublicensing its rights thereunder without first obtaining Licensor’s prior written consent, which shall not be unreasonably withheld and shall be limited to the portion of sublicenses granted such Sublicense relating to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's the compliance with rights and obligations due to Licensor pursuant to this Agreement by the Sublicensee to which rights are sublicensed under such Sublicense (it being understood that Licensor’s consent right shall not extend to specific business and financial terms of this Lexar Technology License Agreementany Sublicense, which shall remain subject to Licensee’s consent, in their sole discretion); and (biii) any parties for the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties Licensee shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR Licensor with a copy of each Sublicense issued and any amendment thereto within thirty (30) days of such --------- sublicense agreement immediately after execution thereof. Nothing in Sublicense or amendment, which copy may be redacted to remove sensitive business and financial terms not related to the compliance with the rights and obligations due to Licensor pursuant to this Agreement; and (iv) Licensee shall collect and guarantee payment of all payments due, directly or indirectly, to Licensor from Sublicensees and summarize and deliver all reports due, directly or indirectly, to Licensor from Sublicensees. (b) Sublicenses granted by Licensee shall survive termination of this Agreement under Section 7.1 and Licensor’s rights to the Licensed Technology shall be construed as permitting SONY subject to reveal LEXAR Confidential Informationany such Sublicenses, as provided that such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge Sublicenses provide that in the course event of these negotiationssuch termination of this Agreement, the parties' mutual interest in making Sublicensee shall recognize Licensor as the Host Device manufacturing license available as broadly as possible should be weighed against beneficiary of the importance of protecting LEXAR's Confidential InformationLicensee’s rights and obligations under the Sublicense and shall make all payments otherwise due to Licensee thereunder to Licensor. Sublicensees under Sublicenses granted by Licensee shall automatically terminate if Licensee terminates this Agreement pursuant to Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commission8.4.