Common use of Term of License Grant and Assistance Clause in Contracts

Term of License Grant and Assistance. The licenses granted by HBIO to HXXX to the New HBIO Technology under Section 3.2 shall remain in effect until the first to occur of: (a) the date on which HXXX ceases to actively use the New HBIO Technology in its HXXX Business, which date shall be no sooner than one year after disclosure; (b) with respect to each Patent included in the New HBIO Technology subject to the licenses, the date on which such Patent shall expire; or (c) an Insolvency Event occurs with respect to HXXX. For purposes of this Agreement, HXXX will be deemed to be actively using the New HBIO Technology if either: (i) any New HBIO Technology is incorporated into any products being developed, manufactured, marketed, distributed or sold by HXXX or any Third Party on behalf of HXXX; or (ii) HXXX is actively using, or has actively used within the previous six (6) month period, the New HBIO Technology as part of its research and development efforts for the HXXX Business. During the term of the license granted to HXXX under Section 3.2, from time to time during the initial three (3) month period following the respective license grant, upon the reasonable request of HXXX, HBIO agrees to use its commercially reasonable efforts to provide assistance to HXXX to enable to HXXX to assess and setup the technology pertaining to such license, including such services as minor software changes or explaining manufacturing and testing procedures. In connection with any request for such assistance, HBIO and HXXX shall in good faith negotiate the charge applicable to such assistance, which charge shall be borne solely by HXXX. Notwithstanding the above, until five years from the Separation Date, the licenses granted in accordance with Section 3.2 above shall be royalty-free, and should HXXX desire to continue the license of the New HBIO Technology thereafter, the Parties shall negotiate in good faith commercially reasonable payment terms of such continued license. The license shall continue during the period of such negotiations.

Term of License Grant and Assistance. The licenses granted by HXXX to HBIO to HXXX to the New HBIO HXXX Technology under Section 3.2 4.2 shall remain in effect until the first earlier to occur of: (a) the date on which HXXX HBIO ceases to actively use the New HBIO HXXX Technology in its HXXX Harvard Apparatus Research Business, which date shall be no sooner than one year after disclosure; (b) with respect to each Patent included in the New HBIO Technology subject to the licensesHXXX Technology, the date on which such Patent shall expire; , or (c) an Insolvency Event occurs with respect to HXXXHBIO. For purposes of this Agreement, HXXX HBIO will be deemed to be actively using the New HBIO HXXX Technology if either: (i) any New HBIO HXXX Technology is incorporated into any products being developed, manufactured, marketed, distributed or sold by HXXX HBIO or any Third Party on behalf of HXXXHBIO; or (ii) HXXX HBIO is actively using, or has actively used within the previous six (6) month period, the New HBIO HXXX Technology as part of its research and development efforts for the HXXX Harvard Apparatus Research Business. During the term of the license granted to HXXX HBIO under Section 3.24.2, from time to time during the initial three (3) month period following the respective license grant, upon the reasonable request of HXXXHBIO, HBIO HXXX agrees to use its commercially reasonable efforts to provide assistance to HXXX HBIO to enable to HXXX HBIO to assess and setup the technology pertaining to such license, including such services as minor software changes or explaining manufacturing and testing procedures. In connection with any request for such assistance, HBIO and HXXX shall in good faith negotiate the charge applicable to such assistance, which charge shall be borne solely by HXXXHBIO. Notwithstanding the above, until five years from the Separation Date, the licenses granted in accordance with Section 3.2 4.2 above shall be royalty-free, and should HXXX HBIO desire to continue the license of the New HBIO HXXX Technology thereafter, the Parties shall negotiate in good faith commercially reasonable payment terms of such continued license. The license shall continue during the period of such negotiations.

Term of License Grant and Assistance. The licenses granted by HXXX to HBIO to HXXX to the New HBIO HXXX Technology under Section 3.2 4.2 shall remain in effect until the first earlier to occur of: (a) the date on which HXXX HBIO ceases to actively use the New HBIO HXXX Technology in its HXXX Harvard Apparatus Research Business, which date shall be no sooner than one year after disclosure; (b) with respect to each Patent included in the New HBIO Technology subject to the licensesHXXX Technology, the date on which such Patent shall expire; , or (c) an Insolvency Event occurs with respect to HXXXHBIO. For purposes of this Agreement, HXXX HBIO will be deemed to be actively using the New HBIO HXXX Technology if either: (i) any New HBIO HXXX Technology is incorporated into any products being developed, manufactured, marketed, distributed or sold by HXXX HBIO or any Third Party on behalf of HXXXHBIO; or (ii) HXXX HBIO is actively using, or has actively used within the previous six (6) month period, the New HBIO HXXX Technology as part of its research and development efforts for the HXXX Harvard Apparatus Research Business. During the term of the license granted to HXXX under Section 3.24.2, from time to time during the initial three (3) month period following the respective license grant, upon the reasonable request of HXXXHBIO, HBIO HXXX agrees to use its commercially reasonable efforts to provide assistance to HXXX HBIO to enable to HXXX HBIO to assess and setup the technology pertaining to such license, including such services as minor software changes or explaining manufacturing and testing procedures. In connection with any request for such assistance, HBIO and HXXX shall in good faith negotiate the charge applicable to such assistance, which charge shall be borne solely by HXXXHBIO. Notwithstanding the above, until five years from the Separation Date, the licenses granted in accordance with Section 3.2 4.2 above shall be royalty-free, and should HXXX HBIO desire to continue the license of the New HBIO HXXX Technology thereafter, the Parties shall negotiate in good faith commercially reasonable payment terms of such continued license. The license shall continue during the period of such negotiations.