Common use of The License Clause in Contracts

The License. 2.1 Subject to any preexisting rights of the Government of the United States created by the use of Government funding, PSRF hereby grants to LICENSEE and the LICENSEE hereby accepts an exclusive right and exclusive license in the FIELD OF USE under the PATENT RIGHTS, KNOW-HOW, and IMPROVEMENTS (such licensing of IMPROVEMENTS subject to any restrictions imposed by any government agency or not-for-profit organization) in the TERRITORY (a) to make, have made, use, lease and/or sell the LICENSED PRODUCTS and to practice and have practiced the LICENSED PROCESSES, to the full end of the term for which the PATENT RIGHTS are granted, unless sooner terminated as hereinafter provided and (b) to sublicense to third parties, in accordance with the terms of this Agreement. 2.2 PSRF reserves the rights for itself and the UNIVERSITY to practice under the PATENT RIGHTS for its own research and educational purposes. 2.3 LICENSEE acknowledges that PATENT RIGHTS resulted from federally-supported research, and their assignment is governed by the applicable provisions of the Federal funding agreements, including the 35 USC Chapter 18 (the “Xxxx-Xxxx Act”), 37 CFR Part 401. 2.4 LICENSEE shall have the exclusive right, at its sole discretion, to sublicense any of the rights, privileges and licenses granted hereunder during the term of this License Agreement. All sublicenses granted by LICENSEE or AFFILIATE or sublicensee of their rights hereunder shall be subject to the terms of this License Agreement and shall provide for the payment of running royalties hereunder at amounts at least equal to the levels specified for payments by LICENSEE to PSRF in Paragraph 3.2 hereof. Sublicensees shall not be permitted to grant any further sublicenses without prior written notification to PSRF. LICENSEE shall be responsible for its sublicensees and shall not grant any rights which are inconsistent with the rights granted to and obligations of LICENSEE hereunder. Any act or omission of a sublicensee which would be a breach of this License Agreement if performed by LICENSEE shall be deemed to be a breach by LICENSEE of this License Agreement. Upon termination of this Agreement other than by expiration in accordance with Article 14, any and all sublicenses shall survive such termination, provided such sublicensee accepts, in writing, the obligations of LICENSEE in Articles 3 and 4. Notwithstanding the foregoing, if LICENSEE believes that the PSRF has terminated this Agreement for the primary purpose of doing business directly with the sublicensee, the termination may be disputed under the provisions of Article 13 and this Agreement shall remain in full force and effect while such dispute is resolved. 2.5 Each sublicense agreement granted by LICENSEE shall include an audit right by PSRF of the same scope as provided in Article 5 hereof with respect to LICENSEE. 2.6 LICENSEE agrees to forward a copy of any and all sublicense agreements, including sublicenses issued by sublicensees, to PSRF promptly after execution thereof, and to forward to PSRF a copy of reports received by LICENSEE from its sublicensees under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreements. 2.7 The license rights granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise to any technology owned or controlled by PSRF which is not specifically set forth herein. 2.8 PSRF also grants to LICENSEE the right of a first option to negotiate a royalty-bearing license to intellectual property derived or filed subsequent to the Effective Date that is directly related to the exogenous administration of [Met5]-enkephalin and that is created by Xx. Xxx X. Zagon, Xx. Xxxxxxxx X. McLaughlin and Xx. Xxxx X. Smith, which is outside of the FIELD OF USE, for a period of [*] years from the Effective Date. LICENSEE shall advise PSRF as to its decision to negotiate a license within [*] days of notice from PSRF of said intellectual property. 2.9 LICENSEE shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this License Agreement, without prior written notification to PSRF. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

The License. 2.1 a. Subject to any preexisting rights of the Government of the United States created by the use of Government fundingterms and conditions hereinafter set forth, PSRF MSSM hereby grants to LICENSEE AMICUS and the LICENSEE AMICUS hereby accepts an exclusive from MSSM the world-wide right and exclusive license under the Patent Rights to develop Licensed Products for use in the FIELD OF USE under the PATENT RIGHTS, KNOW-HOW, Field and IMPROVEMENTS (such licensing of IMPROVEMENTS subject to any restrictions imposed by any government agency or not-for-profit organization) in the TERRITORY (a) to make, have mademanufacture, use, lease and/or sell and offer for sale the LICENSED PRODUCTS Licensed Products for use in the Field. Except as set forth in Section 2e and 8f the License shall be exclusive as to all rights of MSSM in and to practice and have practiced the LICENSED PROCESSES, to the full end of the term for which the PATENT RIGHTS are granted, unless sooner terminated as hereinafter provided and (b) to sublicense to third parties, in accordance with the terms of this Agreement. 2.2 PSRF reserves the rights for itself and the UNIVERSITY to practice under the PATENT RIGHTS for its own research and educational purposes. 2.3 LICENSEE acknowledges that PATENT RIGHTS resulted from federally-supported research, and their assignment is governed by the applicable provisions of the Federal funding agreements, including the 35 USC Chapter 18 (the “Xxxx-Xxxx Act”), 37 CFR Part 401. 2.4 LICENSEE shall have the exclusive right, at its sole discretion, to sublicense any of the rights, privileges and licenses granted hereunder during Patent Rights. During the term of this Agreement, MSSM shall make no further grant of rights in and to the Patent Rights inconsistent with the rights of AMICUS herein. b. AMICUS shall be entitled to grant sub-licenses under the License on terms and conditions not inconsistent with this Agreement (except that the rate of royalty may be at higher rates than those set forth in this Agreement. ): (i) to an Affiliate, and (ii) to other third parties for consideration and in arms-length transactions. c. All sublicenses sub-licenses shall only be granted by LICENSEE or AFFILIATE or sublicensee AMICUS pursuant to a written agreement, a true and complete copy of their rights which shall be submitted by AMICUS to MSSM as soon as practicable after the signing thereof. Each sub-license granted by AMICUS hereunder shall be subject and subordinate to the terms and conditions of this License Agreement and shall provide for contain, inter alia, the payment following provisions: i) the sub-license shall expire automatically on the termination of running royalties hereunder at amounts at least equal to the levels specified for payments by LICENSEE to PSRF in Paragraph 3.2 hereof. Sublicensees License; ii) the sub-license shall not be permitted assignable, in whole or in part; iii) the sub-licensee shall not be entitled to grant any further sublicenses without prior written notification to PSRF. LICENSEE sub-licenses; and iv) both during the term of the sub-license and thereafter the sub-licensee shall be responsible for bound by a secrecy obligation similar to that imposed on AMICUS in Section 6 below, and that the sub-licensee shall bind its sublicensees employees and agents, both during the terms of their employment and thereafter, with a similar undertaking of secrecy. d. The sub-license agreement shall not grant any rights which are inconsistent with also include the rights granted to text of Sections 6, 9 and obligations of LICENSEE hereunder. Any act or omission of a sublicensee which would be a breach of this License Agreement if performed by LICENSEE shall be deemed to be a breach by LICENSEE of this License Agreement. Upon termination 10 of this Agreement and shall state that MSSM is an intended third party beneficiary of such sub-license agreement for purposes of enforcing such indemnification and insurance provisions. e. The License shall be subject to (i) a non-exclusive license in favor of the U.S. Government to the extent required by Title 35 U.S.C.A. Section 200 et seq., or as otherwise required by virtue of use of federal funding in support of inventions claimed within the Patent Rights and (ii) a right and license retained by MSSM on behalf of itself and its faculty, students and academic collaborators to practice the Patent Rights for its own bona fide research, including sponsored research and collaborations. The retained rights granted in this Section 2e shall not give [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. MSSM the right to offer or grant rights in the Field under the Patent Rights to third parties. f. Except for the License expressly provided in this Section 2, neither party hereto will, as a result of this Agreement, obtain any ownership interest in, or any other than by expiration in accordance with Article 14right or license to, any and all sublicenses shall survive such terminationexisting technology, provided such sublicensee acceptspatents, or Confidential Information, as defined in writingSection 6, the obligations of LICENSEE in Articles 3 and 4. Notwithstanding the foregoingbelow, if LICENSEE believes that the PSRF has terminated this Agreement for the primary purpose of doing business directly with the sublicensee, the termination may be disputed under the provisions of Article 13 and this Agreement shall remain in full force and effect while such dispute is resolved. 2.5 Each sublicense agreement granted by LICENSEE shall include an audit right by PSRF of the same scope as provided in Article 5 hereof with respect to LICENSEEother party. 2.6 LICENSEE agrees to forward a copy of any and all sublicense agreements, including sublicenses issued by sublicensees, to PSRF promptly after execution thereof, and to forward to PSRF a copy of reports received by LICENSEE from its sublicensees under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreements. 2.7 The license rights granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise to any technology owned or controlled by PSRF which is not specifically set forth herein. 2.8 PSRF also grants to LICENSEE the right of a first option to negotiate a royalty-bearing license to intellectual property derived or filed subsequent to the Effective Date that is directly related to the exogenous administration of [Met5]-enkephalin and that is created by Xx. Xxx X. Zagon, Xx. Xxxxxxxx X. McLaughlin and Xx. Xxxx X. Smith, which is outside of the FIELD OF USE, for a period of [*] years from the Effective Date. LICENSEE shall advise PSRF as to its decision to negotiate a license within [*] days of notice from PSRF of said intellectual property. 2.9 LICENSEE shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this License Agreement, without prior written notification to PSRF. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

The License. 2.1 Subject to any preexisting rights rights, if any, of the Government of the United States created by the use of Government funding, PSRF hereby grants to LICENSEE and the LICENSEE hereby accepts an exclusive right and exclusive license in the FIELD OF USE under TERRITORY for the FIELD, with right to sublicense, to the PATENT RIGHTSRIGHTS numbered 1.4.1 – 1.4.8 in Paragraph 1.4, KNOW-HOWto the extent not prohibited by other patents, and IMPROVEMENTS (such licensing of IMPROVEMENTS subject to any restrictions imposed by any government agency or not-for-profit organization) in the TERRITORY (a) to make, have made, use, lease and/or lease, and sell LICENSED PRODUCTs for the LICENSED PRODUCTS term set forth herein, unless this License Agreement shall be earlier terminated according to the terms and conditions contained herein. 2.2 Subject to practice any preexisting rights, if any, of the Government of the United States created by the use of Government funding, PSRF hereby grants to LICENSEE an nonexclusive right and have practiced license in the LICENSED PROCESSESTERRITORY for the FIELD, with right to sublicense, to the full end of PATENT RIGHTS numbered 1.4.9 in Paragraph 1.4, to the extent not prohibited by other patents, to make, have made, use, lease, and sell LICENSED PRODUCTs for the term for which the PATENT RIGHTS are grantedset forth herein, unless sooner this License Agreement shall be earlier terminated as hereinafter provided and (b) according to sublicense to third parties, in accordance with the terms of this Agreementand conditions contained herein. 2.2 2.3 PSRF reserves the rights for itself and the UNIVERSITY to practice under the PATENT RIGHTS for its their own research and educational purposes. 2.3 LICENSEE acknowledges that 2.4 Certain PATENT RIGHTS resulted from federally-supported research, and their assignment is governed by the applicable provisions of the Federal funding agreements, including the 35 USC Chapter 18 (the “Xxxx-Xxxx Act”), 37 CFR Part 401. 2.4 2.5 LICENSEE shall have the exclusive right, at its sole discretion, to sublicense any of the rights, privileges and licenses license granted hereunder during the term of this License Agreement. . 2.6 All sublicenses granted by LICENSEE or AFFILIATE or sublicensee of their its rights hereunder shall be subject to the terms of this License Agreement and shall provide for the payment of running royalties hereunder at amounts at least equal to the levels specified for payments by LICENSEE to PSRF in Paragraph 3.2 hereof. However, upon the prior consent of PSRF, LICENSEE may grant a sublicense having running royalties at lower levels, such consent not to be unreasonably withheld or delayed. Sublicensees shall not be permitted to grant any further sublicenses without prior written notification to PSRFsublicenses. LICENSEE shall be responsible for its sublicensees and shall not grant any rights which are inconsistent with the rights granted to and obligations of LICENSEE hereunder. Any act or omission of a sublicensee which would be a breach of this License Agreement if performed by LICENSEE shall be deemed to be a breach by LICENSEE of this License Agreement. Upon termination of this Agreement other than by expiration in accordance with Article 14, any and all sublicenses shall survive such termination, provided such sublicensee accepts, in writing, the obligations of LICENSEE in Articles 3 and 4. Notwithstanding the foregoing, if LICENSEE believes that the PSRF has terminated this Agreement for the primary purpose of doing business directly with the sublicensee, the termination may be disputed under the provisions of Article 13 and this Agreement shall remain in full force and effect while such dispute is resolved. 2.5 Each sublicense agreement granted by LICENSEE shall include an audit right by PSRF of the same scope as provided in Article 5 V hereof with respect to LICENSEE. No such sublicense agreement shall contain any provision which would cause it to extend beyond the term of this License Agreement. 2.6 2.7 LICENSEE agrees to forward a copy of any and all sublicense agreements, including sublicenses issued by sublicensees, agreements to PSRF promptly after execution thereof, and to forward to PSRF a copy of reports received by LICENSEE from its sublicensees under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreements. 2.7 2.8 LICENSEE shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this License Agreement, without the express prior written permission of PSRF. 2.9 The license rights granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise to any technology owned or controlled by PSRF which is not specifically set forth herein. 2.8 2.10 In the event of non-performance or voluntary surrender of any of these PATENT RIGHTS by LICENSEE, PSRF also grants to may revert such PATENT RIGHTS as LICENSEE the right of a first option to negotiate a royalty-bearing license to intellectual property derived or filed subsequent to the Effective Date that is directly related to the exogenous administration of [Met5]-enkephalin and that is created by Xx. Xxx X. Zagon, Xx. Xxxxxxxx X. McLaughlin and Xx. Xxxx X. Smith, which is outside of the FIELD OF USE, abandons for a period of [*] years from the Effective Date. LICENSEE shall advise PSRF as to its decision to negotiate a license within [*] days of notice from PSRF of said intellectual propertyrelicense. 2.9 LICENSEE shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this License Agreement, without prior written notification to PSRF. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

The License. 2.1 a. Subject to any preexisting rights of the Government of the United States created by the use of Government fundingterms and conditions hereinafter set forth, PSRF MSSM hereby grants to LICENSEE AMICUS and the LICENSEE AMICUS hereby accepts an exclusive from MSSM the world-wide right and exclusive license under the Patent Rights to develop Licensed Products for use in the FIELD OF USE under the PATENT RIGHTS, KNOW-HOW, Field and IMPROVEMENTS (such licensing of IMPROVEMENTS subject to any restrictions imposed by any government agency or not-for-profit organization) in the TERRITORY (a) to make, have mademanufacture, use, lease and/or sell and offer for sale the LICENSED PRODUCTS Licensed Products for use in the Field. Except as set forth in Section 2.e and 8f the License shall be exclusive as to all rights of MSSM in and to practice and have practiced the LICENSED PROCESSES, to the full end of the term for which the PATENT RIGHTS are granted, unless sooner terminated as hereinafter provided and (b) to sublicense to third parties, in accordance with the terms of this Agreement. 2.2 PSRF reserves the rights for itself and the UNIVERSITY to practice under the PATENT RIGHTS for its own research and educational purposes. 2.3 LICENSEE acknowledges that PATENT RIGHTS resulted from federally-supported research, and their assignment is governed by the applicable provisions of the Federal funding agreements, including the 35 USC Chapter 18 (the “Xxxx-Xxxx Act”), 37 CFR Part 401. 2.4 LICENSEE shall have the exclusive right, at its sole discretion, to sublicense any of the rights, privileges and licenses granted hereunder during Patent Rights. During the term of this Agreement, MSSM shall make no further grant of rights in and to the Patent Rights inconsistent with the rights of AMICUS herein. b. AMICUS shall be entitled to grant sub-licenses under the License on terms and conditions not inconsistent with this Agreement (except that the rate of royalty may be at higher rates than those set forth in this Agreement. ): (i) to an Affiliate, and (ii) to other third parties for consideration and in arms-length transactions. c. All sublicenses sub-licenses shall only be granted by LICENSEE or AFFILIATE or sublicensee AMICUS pursuant to a written agreement, a true and complete copy of their rights which shall be submitted by AMICUS to MSSM as soon as practicable after the signing thereof. Each sub-license granted by AMICUS hereunder shall be subject and subordinate to the terms and conditions of this License Agreement and shall provide for contain, inter alia, the payment following provisions: i) the sub-license shall expire automatically on the termination of running royalties hereunder at amounts at least equal to the levels specified for payments by LICENSEE to PSRF in Paragraph 3.2 hereof. Sublicensees License; ii) the sub-license shall not be permitted assignable, in whole or in part; provided, however, that the sublicensee may, with written notice to MSSM, assign the sub-license in connection with a merger or acquisition of the sub-licensee or the sale by the sublicensee of substantially all of its assets; iii) the sub-licensee shall be entitled to grant any further sublicenses without prior written notification to PSRF. LICENSEE shall be responsible for its sublicensees and shall not grant any rights which are inconsistent sub-licensees, provided that the sub-licensee complies with the rights granted to and obligations of LICENSEE hereunder. Any act or omission of a sublicensee which would be a breach of AMICUS under this License Agreement if performed by LICENSEE shall be deemed to be a breach by LICENSEE of this License Agreement. Upon termination Section 2c, Section 2d and all other provisions of this Agreement relating to sub-licenses by AMICUS; and iv) both during the term of the sub-license and thereafter the sub-licensee shall be bound by a secrecy obligation similar to that imposed on AMICUS in Section 6 below, and that the sub-licensee shall bind its employees and agents, both during the terms of their employment and thereafter, with a similar undertaking of secrecy. d. The sub-license agreement shall also include the text of Sections 6, 9 and 10 of this Agreement and shall state that MSSM is an intended third party beneficiary of such sub-license agreement for purposes of enforcing such indemnification and insurance provisions. e. The License shall be subject to (i) a non-exclusive license in favor of the U.S. Government to the extent required by Title 35 U.S.C.A. § 200 et seq., or as otherwise required by virtue of use of federal funding in support of inventions claimed within the Patent Rights and (ii) a right and license retained by MSSM on behalf of itself and its faculty, students and academic collaborators to practice the Patent Rights for its own bona fide research, including sponsored research and collaborations. The retained rights granted in this Section 2e shall not give MSSM the right to offer or grant rights in the Field under the Patent Rights to third parties. f. Except for the License expressly provided in this Section 2, neither party hereto will, as a result of this Agreement, obtain any ownership interest in, or any other than by expiration in accordance with Article 14right or license to, any and all sublicenses shall survive such terminationexisting technology, provided such sublicensee acceptspatents, or Confidential Information, as defined in writingSection 6, the obligations of LICENSEE in Articles 3 and 4. Notwithstanding the foregoingbelow, if LICENSEE believes that the PSRF has terminated this Agreement for the primary purpose of doing business directly with the sublicensee, the termination may be disputed under the provisions of Article 13 and this Agreement shall remain in full force and effect while such dispute is resolved. 2.5 Each sublicense agreement granted by LICENSEE shall include an audit right by PSRF of the same scope as provided in Article 5 hereof with respect to LICENSEEother party. 2.6 LICENSEE agrees to forward a copy of any and all sublicense agreements, including sublicenses issued by sublicensees, to PSRF promptly after execution thereof, and to forward to PSRF a copy of reports received by LICENSEE from its sublicensees under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreements. 2.7 The license rights granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise to any technology owned or controlled by PSRF which is not specifically set forth herein. 2.8 PSRF also grants to LICENSEE the right of a first option to negotiate a royalty-bearing license to intellectual property derived or filed subsequent to the Effective Date that is directly related to the exogenous administration of [Met5]-enkephalin and that is created by Xx. Xxx X. Zagon, Xx. Xxxxxxxx X. McLaughlin and Xx. Xxxx X. Smith, which is outside of the FIELD OF USE, for a period of [*] years from the Effective Date. LICENSEE shall advise PSRF as to its decision to negotiate a license within [*] days of notice from PSRF of said intellectual property. 2.9 LICENSEE shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this License Agreement, without prior written notification to PSRF. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

The License. 2.1 2.1. Subject to any preexisting the terms and conditions of this Agreement and the rights of Elan under the Government of the United States created by the use of Government fundingDefinitive Documents, PSRF Newco hereby grants to LICENSEE and Sheffield for the LICENSEE hereby accepts an exclusive right and exclusive license in the FIELD OF USE under the PATENT RIGHTS, KNOW-HOWTerm, and IMPROVEMENTS Sheffield hereby accepts, an exclusive, sublicense of the Newco Intellectual Property (such licensing and a license for the ADDS Technology component of IMPROVEMENTS subject to any restrictions imposed by any government agency or not-for-profit organizationthe Newco Intellectual Property) in the TERRITORY (a) Field for the Territory to develop, make, have made, manufacture, have manufactured, package, use, lease and/or import, export, promote, distribute, market, offer for sale, and sell the LICENSED PRODUCTS and to practice and have practiced Products in the LICENSED PROCESSES, to the full end of the term Territory. Except for which the PATENT RIGHTS are granted, unless sooner terminated as hereinafter provided and (b) to an assignment or sublicense to third parties, Elan in accordance with this Agreement and the Definitive Documents, Sheffield may not (i) assign the licenses, sublicenses and rights granted to it herein without the prior written approval of Newco and Elan, which approval may be withheld for any reason whatsoever, and/or (ii) sublicense the licenses, sublicenses and rights granted to it herein without the prior written approval of Newco and Elan, which approval shall not be unreasonably withheld. Sheffield shall remain responsible for all of the acts and omissions of its permitted sublicensees. Subject to Elan's rights under the Definitive Documents, Newco shall be entitled to use the Newco Intellectual Property and all technical and clinical data or improvements thereto in connection with (i) Newco's commercial arrangements for the Products in any country that ceases to be a part of the Territory, or any country in the Territory in the event of the expiration or sooner termination of this Agreement, or (ii) Newco's commercial arrangements for products outside of the Field. Such commercial arrangements referred to in the immediately preceding sentence shall include the right to research, develop, manufacture, offer for sale, sell, license or otherwise market the Products. 2.2. Elan shall have the right to cause Newco to enforce Newco's rights against Sheffield hereunder. This Agreement shall either terminate or survive the termination of the Elan License Agreement as follows: (i) if Sheffield is in default or breach of any of its obligations, representations or warranties under the Definitive Documents beyond any applicable cure period, or if Elan terminates the Elan License Agreement under Section 8.6.2 thereof, or if Elan terminates this Agreement pursuant to Article 8.5.2 (B) or (C) of this Agreement, then Elan shall have a right to immediately terminate the licenses, sublicenses and any other rights whatsoever granted to Sheffield hereunder, provided, however, that Elan agrees to enter into licenses with all sublicensees of Sheffield on terms no less favorable to the sublicensees than the terms contained in the sublicensees' agreements with Sheffield; provided such sublicense agreements have been approved by Elan in accordance with this Agreement (ii) if Elan acquires 100% of Newco's Common Stock, or if Elan and Sheffield mutually agree in accordance with an orderly windup of Newco, then Elan shall not have the right to terminate the licenses, sublicenses and any other rights whatsoever granted to Sheffield hereunder (except as otherwise set forth herein), and (iii) upon the occurrence of any other event not set forth in subsections (i) and (ii) above, Sheffield and Elan shall negotiate in good faith with respect to the survival or termination of the licenses and sublicenses granted to Sheffield hereunder. If this Agreement shall survive the termination of the Elan License Agreement in accordance with this Article 2.2, then Sheffield and Elan shall enter into a License Agreement upon the same terms and conditions as this Agreement. 2.3. Notwithstanding anything contained in this Agreement to the contrary, Elan shall have the right of first negotiation to manufacture, package, use, import, export, promote, distribute, market, offer for sale, and sell all Products in the Field (including products that utilize, incorporate, apply and/or are based on the Newco Intellectual Property and/or the Sheffield Intellectual Property) outside of the United States. Such right of first negotiation shall be exercised as follows: (A) If Sheffield intends to develop a Product that is subject to Elan's right of first negotiation, then Sheffield immediately shall notify Elan in writing that Elan may elect to enter into negotiations referred to in this Article 2.3, or (B) if Sheffield, on its own behalf (and/or together with Newco), has developed a Product that is subject to Elan's right of first negotiation, then at such time that Sheffield determines in good faith that it wishes to commercialize the Product itself, with a third party or otherwise, then, Sheffield shall notify Elan in writing that Elan may elect to enter into negotiations referred to in this Article 2.3, subject to Elan satisfying the reasonable requirements of Sheffield's strategic commercial plan with respect to such Product in terms of formulation, manufacturing and marketing. Elan shall indicate its desire to enter into such negotiations pursuant to this Article 2.3 by delivering written notice to Sheffield within forty-five (45) days of Elan's receipt of the written notification from Sheffield to Elan. If Elan elects to enter into such negotiations, the Parties shall negotiate in good faith the terms of an applicable agreement. 2.3.2. If, despite such good faith negotiations, Elan and Sheffield do not reach agreement on the terms of such an agreement within six (6) months from the notification in writing by Sheffield to Elan, then Sheffield shall be free to offer a third party (other than a Technological Competitor unless consented to by Elan which consent shall not be unreasonably withheld, and otherwise subject to the terms and conditions of this Agreement) terms to develop and commercialize, as applicable, such Product in the Territory, which terms when taken as a whole, are more favorable to Sheffield than the principal terms of the last written proposal offered to Sheffield by Elan, or by Sheffield to Elan, as the case may be. Prior to entering into such an agreement with a third party, Sheffield shall promptly notify Elan, in writing and in confidence, of the principal terms of such agreement and the identity of the third party with whom Sheffield intends to contract. Elan shall have the right, to be exercised within ten (10) days of receipt of such notice, to elect by written notice to Sheffield, to enter into an agreement with Sheffield upon the same terms and conditions contained in Sheffield's notice to Elan. In the event Elan does not elect to enter into such agreement, Sheffield shall have the right, for a period of sixty (60) days from the expiration of the ten (10) day period set forth above, to enter into an agreement with the third party specified in Sheffield's notice upon the same terms and conditions as contained in such notice. 2.4. Sheffield shall market the Products in the Territory under a Trademark, which Trademark will be owned by Sheffield subject to the terms and conditions of this Agreement. 2.2 PSRF reserves 2.5. Newco hereby grants to Sheffield during the rights Term a non-exclusive royalty free license in the Territory, solely for itself and use in connection with the UNIVERSITY sale of the Products, to practice under use Newco's trademark or trademarks, on the PATENT RIGHTS for its own research and educational purposesfollowing terms: 2. 2.3 LICENSEE acknowledges that PATENT RIGHTS resulted from federally-supported research5.1. Sheffield shall as soon as it becomes aware of any infringement give to Newco in writing full particulars of any use or proposed use by any other person, and their assignment is governed by the applicable provisions of the Federal funding agreements, including the 35 USC Chapter 18 (the “Xxxx-Xxxx Act”), 37 CFR Part 401. 2.4 LICENSEE shall have the exclusive right, at its sole discretion, to sublicense any of the rights, privileges and licenses granted hereunder during the term of this License Agreement. All sublicenses granted by LICENSEE firm or AFFILIATE or sublicensee of their rights hereunder shall be subject to the terms of this License Agreement and shall provide for the payment of running royalties hereunder at amounts at least equal to the levels specified for payments by LICENSEE to PSRF in Paragraph 3.2 hereof. Sublicensees shall not be permitted to grant any further sublicenses without prior written notification to PSRF. LICENSEE shall be responsible for its sublicensees and shall not grant any rights which are inconsistent with the rights granted to and obligations of LICENSEE hereunder. Any act or omission company of a sublicensee trade name or trademark or promotional or advertising activity which would be a breach of this License Agreement if performed by LICENSEE shall be deemed to be a breach by LICENSEE of this License Agreement. Upon termination of this Agreement other than by expiration in accordance with Article 14, any and all sublicenses shall survive such termination, provided such sublicensee accepts, in writing, the obligations of LICENSEE in Articles 3 and 4. Notwithstanding the foregoing, if LICENSEE believes that the PSRF has terminated this Agreement for the primary purpose of doing business directly with the sublicensee, the termination may be disputed under the provisions of Article 13 and this Agreement shall remain in full force and effect while such dispute is resolvedconstitute infringement. 2.5 Each sublicense agreement granted by LICENSEE shall include an audit right by PSRF of the same scope as provided in Article 5 hereof with respect to LICENSEE. 2.6 LICENSEE agrees to forward a copy of any and all sublicense agreements, including sublicenses issued by sublicensees, to PSRF promptly after execution thereof, and to forward to PSRF a copy of reports received by LICENSEE from its sublicensees under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreements. 2.7 The license rights granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise to any technology owned or controlled by PSRF which is not specifically set forth herein. 2.8 PSRF also grants to LICENSEE the right of a first option to negotiate a royalty-bearing license to intellectual property derived or filed subsequent to the Effective Date that is directly related to the exogenous administration of [Met5]-enkephalin and that is created by Xx. Xxx X. Zagon, Xx. Xxxxxxxx X. McLaughlin and Xx. Xxxx X. Smith, which is outside of the FIELD OF USE, for a period of [*] years from the Effective Date. LICENSEE shall advise PSRF as to its decision to negotiate a license within [*] days of notice from PSRF of said intellectual property. 2.9 LICENSEE shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this License Agreement, without prior written notification to PSRF. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

The License. 2.1 Subject to any preexisting rights rights, if any, of the Government of the United States created by the use of Government funding, PSRF hereby grants to LICENSEE and the LICENSEE hereby accepts an exclusive right and exclusive license in the FIELD OF USE under TERRITORY for the PATENT RIGHTSFIELD, KNOW-HOWwithout right to sublicense, to SAMPLES & TECHNICAL INFORMATION and IMPROVEMENTS (such licensing of IMPROVEMENTS subject PATENTS RIGHTS and to any restrictions imposed the extent not prohibited by any government agency or not-for-profit organization) in other patents, to collaborate with the TERRITORY (a) UNIVERSITY and to research, develop, make, have made, use, lease and/or lease, and sell LICENSED PRODUCTs for the LICENSED PRODUCTS and to practice and have practiced the LICENSED PROCESSESterm set forth herein, unless this License Agreement shall be earlier terminated according to the full end of terms and conditions contained herein. Said SAMPLES & TECHNICAL INFORMATION shall be made available to LICENSEE within XXXXX days from the term for which the PATENT RIGHTS are granted, unless sooner terminated as hereinafter provided and (b) to sublicense to third parties, in accordance with the terms Effective Date of this Agreement. 2.2 PSRF reserves the rights for itself and the UNIVERSITY to use SAMPLES & TECHNICAL INFORMATION and to practice under the PATENT RIGHTS for its their own research and educational purposes, including, without limitation, any new information, methods and compositions developed, whether patentable or not, as a result of the use of SAMPLES & TECHNICAL INFORMATION by the collaborative efforts and LICENSEE's internal research efforts contemplated under this Agreement. 2.3 LICENSEE acknowledges agrees that LICENSED PRODUCTs leased or sold in the United States will be manufactured substantially in the United States. Certain PATENT RIGHTS resulted from federally-supported research, and their assignment is governed by the applicable provisions of the Federal funding agreements, including the 35 USC Chapter 18 00 (the “xxx "Xxxx-Xxxx Act”Xxx"), 37 CFR Part 401. 2.4 LICENSEE shall have the exclusive right, at its sole discretion, to sublicense any of the rights, privileges and licenses granted hereunder during the term of this License Agreement. All sublicenses granted by LICENSEE or AFFILIATE or sublicensee of their rights hereunder shall be subject to the terms of this License Agreement and shall provide for the payment of running royalties hereunder at amounts at least equal to the levels specified for payments by LICENSEE to PSRF in Paragraph 3.2 hereof. Sublicensees shall not be permitted to grant any further sublicenses without prior written notification to PSRF. LICENSEE shall be responsible for its sublicensees and shall not grant any rights which are inconsistent with the rights granted to and obligations of LICENSEE hereunder. Any act or omission of a sublicensee which would be a breach of this License Agreement if performed by LICENSEE shall be deemed to be a breach by LICENSEE of this License Agreement. Upon termination of this Agreement other than by expiration in accordance with Article 14, any and all sublicenses shall survive such termination, provided such sublicensee accepts, in writing, the obligations of LICENSEE in Articles 3 and 4. Notwithstanding the foregoing, if LICENSEE believes that the PSRF has terminated this Agreement for the primary purpose of doing business directly with the sublicensee, the termination may be disputed under the provisions of Article 13 and this Agreement shall remain in full force and effect while such dispute is resolved. 2.5 Each sublicense agreement granted by LICENSEE shall include an audit right by PSRF of the same scope as provided in Article 5 hereof with respect to LICENSEE. 2.6 LICENSEE agrees to forward a copy of any and all sublicense agreements, including sublicenses issued by sublicensees, to PSRF promptly after execution thereof, and to forward to PSRF a copy of reports received by LICENSEE from its sublicensees under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreements. 2.7 The license rights granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise to any technology owned or controlled by PSRF which is not specifically set forth herein. 2.8 PSRF also grants 2.5 Except as set forth in Paragraph 2.2 above, the LICENSEE by acceptance of granted said license rights hereunder shall not be construed to confer any rights to PSRF, the UNIVERSITY or any of either's agents, employees or other collaborators by implication, estoppel or otherwise to any technology owned, controlled, licensed or otherwise obtained by LICENSEE the right of a first option and it's affiliates, successors, sub-licensees, joint venture partners or other business partners yet to negotiate a royalty-bearing license to intellectual property derived be defined or filed subsequent to the Effective Date that is directly related to the exogenous administration of [Met5]-enkephalin and that is created controlled in part or in whole by Xx. Xxx X. Zagon, Xx. Xxxxxxxx X. McLaughlin and Xx. Xxxx X. Smith, LICENSEE which is outside of the FIELD OF USE, for a period of [*] years from the Effective Date. LICENSEE shall advise PSRF as to its decision to negotiate a license within [*] days of notice from PSRF of said intellectual propertynot specifically set forth herein. 2.9 LICENSEE shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this License Agreement, without prior written notification to PSRF. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

The License. 2.1 Subject to any preexisting rights 1.1. DDS shall remain Proprietor of all the Government of the United States created by the use of Government funding, PSRF DDS IONTOPHORETIC PATENT RIGHTS but hereby grants to LICENSEE and IOMED for the LICENSEE hereby accepts term of the Agreement an exclusive right and exclusive (including as to DDS) license in the FIELD OF USE under TERRITORY, with the PATENT RIGHTS, KNOW-HOW, right to grant sublicenses pursuant to and IMPROVEMENTS (such licensing of IMPROVEMENTS subject to any restrictions imposed by any government agency or not-for-profit organization) in the TERRITORY (a) to make, have made, use, lease and/or sell the LICENSED PRODUCTS and to practice and have practiced the LICENSED PROCESSES, to the full end of the term for which the PATENT RIGHTS are granted, unless sooner terminated as hereinafter provided and (b) to sublicense to third parties, in accordance with the provisions of Article II Paragraph 2, to research, develop, manufacture, have manufactured for IOMED (or its permitted sublicensees), use, sell and otherwise commercialize the DDS IONTOPHORETIC PATENT RIGHTS and the PRODUCTS in the FIELD under the terms of this Agreementand conditions set out herein. 2.2 PSRF reserves 2.1. IOMED may sublicense rights which incorporate the rights for itself and the UNIVERSITY to practice under the DDS IONTOPHORETIC PATENT RIGHTS for its own research and educational purposes****, without the prior written consent of DDS . 2.3 LICENSEE acknowledges that PATENT RIGHTS resulted from federally-supported research2.2. Any sublicense other than permitted by Paragraph 2. 1. above, and their assignment is governed by ****, shall require the applicable provisions prior written consent of DDS, which may be withheld in the Federal funding agreements, including the 35 USC Chapter 18 (the “Xxxx-Xxxx Act”), 37 CFR Part 401sole discretion of DDS. 2.4 LICENSEE 2.3. NO sublicense granted by IOMED pursuant to Article II Paragraph 2 shall authorize or permit the sublicensee to grant further sublicenses ****, IOMED shall use its reasonable endeavors to ensure that DDS shall have the exclusive rightsame rights of audit and inspection vis a vis the sublicensee as DDS has pursuant to this Agreement concerning IOMED. 2.4. Insofar as the obligations owed by IOMED to DDS are concerned, at its sole discretion, to sublicense IOMED shall remain responsible for all acts and omissions of any sublicensee as if such acts and omissions were by IOMED; provided that no such acts or omissions of the rights, privileges and licenses granted hereunder during the term of this License Agreement. All sublicenses granted such sublicensee will constitute a material breach by LICENSEE or AFFILIATE or sublicensee of their rights hereunder shall be subject to the terms of this License Agreement and shall provide IOMED for the payment purposes of running royalties hereunder at amounts at least equal Article VIII Paragraph 3. In the event that DDS terminates the Agreement pursuant to the levels specified for payments by LICENSEE to PSRF in Paragraph 3.2 hereof. Sublicensees shall not be permitted to grant any further sublicenses without prior written notification to PSRF. LICENSEE shall be responsible for its sublicensees and shall not grant any rights which are inconsistent with the rights granted to and obligations of LICENSEE hereunder. Any act or omission of a sublicensee which would be a breach of this License Agreement if performed by LICENSEE shall be deemed to be a breach by LICENSEE of this License Agreement. Upon termination of this Agreement other than by expiration in accordance with Article 14, any and all sublicenses shall survive such termination, provided such sublicensee accepts, in writing, the obligations of LICENSEE in Articles 3 and 4. Notwithstanding the foregoing, if LICENSEE believes that the PSRF has terminated this Agreement for the primary purpose of doing business directly with the sublicensee, the termination may be disputed under the provisions of Article 13 VIII Paragraph 3, due to the default of IOMED, then DDS shall, with IOMED's consent and this Agreement shall remain in full force assistance, notify each sublicensee appointed pursuant to Article II Paragraphs 2.1 and effect while such dispute is resolved. 2.5 Each sublicense agreement granted by LICENSEE shall include an audit right by PSRF 2.2 of its termination. If any sublicensee elects to notify DDS that it requires the continuation of the same scope as provided in Article 5 hereof licenses granted to IOMED pursuant to this Agreement, DDS shall promptly enter into good faith negotiations with respect such sublicensee to LICENSEE. 2.6 LICENSEE agrees establish a direct contractual nexus between DDS and such sublicensee. Such contractual nexus shall subject to forward a copy DDS's reasonable discretion be on commercially reasonable terms and shall to the extent practicable be on terms no less favorable to the to the sublicensee than the terms of any and all sublicense agreements, including sublicenses issued by such sublicensees, to PSRF promptly after execution thereof' agreement with IOMED, and shall provide that the sublicensee shall take over the applicable obligations owed by IOMED to forward DDS pursuant to PSRF this Agreement. Sales of PRODUCTS and other consideration payable to such a copy of reports received by LICENSEE from its sublicensees under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreements. 2.7 The license rights granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise to any technology owned or controlled by PSRF which is not specifically set forth herein. 2.8 PSRF also grants to LICENSEE the right of a first option to negotiate a royalty-bearing license to intellectual property derived or filed subsequent sublicensee in relation to the Effective Date that is directly related products shall constitute NET REVENUES for the purpose of calculating the sums payable by the sublicensee to the exogenous administration of [Met5]-enkephalin and that is created by XxDDS. Xxx X. Zagon, Xx. Xxxxxxxx X. McLaughlin and Xx. Xxxx X. Smith, which is outside of the FIELD OF USE, for a period of [*] years from the Effective Date. LICENSEE shall advise PSRF as to its decision to negotiate a license within [*] days of notice from PSRF of said intellectual property**. 2.9 LICENSEE shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this License Agreement, without prior written notification to PSRF. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

The License. 2.1 Subject to any preexisting rights 1.1. ELAN shall remain proprietor of all the Government of the United States created by the use of Government funding, PSRF ELAN IONTOPHORETIC INTELLECTUAL PROPERTY but hereby grants to LICENSEE and IOMED for the LICENSEE hereby accepts term of the Agreement an exclusive right and exclusive (including as to ELAN) license in the FIELD OF USE under TERRITORY, with the PATENT RIGHTS, KNOW-HOW, right to grant sublicenses pursuant to and IMPROVEMENTS (such licensing of IMPROVEMENTS subject to any restrictions imposed by any government agency or not-for-profit organization) in the TERRITORY (a) to make, have made, use, lease and/or sell the LICENSED PRODUCTS and to practice and have practiced the LICENSED PROCESSES, to the full end of the term for which the PATENT RIGHTS are granted, unless sooner terminated as hereinafter provided and (b) to sublicense to third parties, in accordance with the provisions of Article II Paragraph 2, to research develop, manufacture, have manufactured for IOMED (or its permitted sublicenses), use, sell and otherwise commercialize the ELAN IONTOPHORETIC INTELLECTUAL PROPERTY and the PRODUCTS in the FIELD under the terms and conditions set out herein. The exclusive nature of this Agreementthe licenses granted by ELAN are subject to **** as set out in Appendix C. ELAN's license to IOMED shall specifically exclude ELAN EXCLUDED TECHNOLOGY. 2.2 PSRF reserves 2.1. IOMED may sublicense rights which incorporate the rights for itself and ELAN IONTOPHORETIC INTELLECTUAL PROPERTY ****, without the UNIVERSITY to practice under the PATENT RIGHTS for its own research and educational purposesprior written consent of ELAN. 2.3 LICENSEE acknowledges that PATENT RIGHTS resulted from federally-supported research2.2. Any sublicense other than permitted by paragraph 2.1. above, and their assignment is governed by ****, shall require the applicable provisions prior written consent of ELAN, which may be withheld in the Federal funding agreements, including the 35 USC Chapter 18 (the “Xxxx-Xxxx Act”), 37 CFR Part 401sole discretion of ELAN. 2.4 LICENSEE 2.3. No sublicense granted by IOMED pursuant to Article II Paragraph 2 shall authorize or permit the sublicense to grant further sublicenses ****. IOMED shall use its reasonable endeavors to ensure that ELAN shall have the exclusive rightsame rights of audit and inspection vis a vis the sublicensee as ELAN has pursuant to this Agreement concerning IOMED. 2.4. Insofar as the obligations owed by IOMED to ELAN are concerned, at its sole discretion, to sublicense IOMED shall remain responsible for all acts and omissions of any sublicenses as if such acts and omissions were by IOMED; provided that no such acts or omissions of the rights, privileges and licenses granted hereunder during the term of this License Agreement. All sublicenses granted such sublicensee will constitute a material breach by LICENSEE or AFFILIATE or sublicensee of their rights hereunder shall be subject to the terms of this License Agreement and shall provide IOMED for the payment of running royalties hereunder at amounts at least equal to the levels specified for payments by LICENSEE to PSRF in Paragraph 3.2 hereof. Sublicensees shall not be permitted to grant any further sublicenses without prior written notification to PSRF. LICENSEE shall be responsible for its sublicensees and shall not grant any rights which are inconsistent with the rights granted to and obligations of LICENSEE hereunder. Any act or omission of a sublicensee which would be a breach of this License Agreement if performed by LICENSEE shall be deemed to be a breach by LICENSEE of this License Agreement. Upon termination of this Agreement other than by expiration in accordance with Article 14, any and all sublicenses shall survive such termination, provided such sublicensee accepts, in writing, the obligations of LICENSEE in Articles 3 and 4. Notwithstanding the foregoing, if LICENSEE believes that the PSRF has terminated this Agreement for the primary purpose of doing business directly with Article VIII Paragraph 3. In the sublicensee, event that ELAN terminates the termination may be disputed under Agreement pursuant to the provisions of Article 13 and this Agreement shall remain in full force and effect while such dispute is resolved. 2.5 Each sublicense agreement granted by LICENSEE shall include an audit right by PSRF of the same scope as provided in Article 5 hereof with respect to LICENSEE. 2.6 LICENSEE agrees to forward a copy of any and all sublicense agreementsVIII Paragraph 3, including sublicenses issued by sublicensees, to PSRF promptly after execution thereof, and to forward to PSRF a copy of reports received by LICENSEE from its sublicensees under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreements. 2.7 The license rights granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise to any technology owned or controlled by PSRF which is not specifically set forth herein. 2.8 PSRF also grants to LICENSEE the right of a first option to negotiate a royalty-bearing license to intellectual property derived or filed subsequent due to the Effective Date that is directly related default of IOMED, then ELAN shall, with IOMED's consent and assistance, notify each sublicensee appointed pursuant to the exogenous administration of [Met5]-enkephalin Article II Paragraphs 2.1. and that is created by Xx. Xxx X. Zagon, Xx. Xxxxxxxx X. McLaughlin and Xx. Xxxx X. Smith, which is outside of the FIELD OF USE, for a period of [*] years from the Effective Date. LICENSEE shall advise PSRF as to its decision to negotiate a license within [*] days of notice from PSRF of said intellectual property2. 2.9 LICENSEE shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this License Agreement, without prior written notification to PSRF. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

The License. 2.1 (a) Subject to any preexisting rights of the Government of the United States created by the use of Government fundingterms and conditions set forth in this Agreement, PSRF Biotec KG hereby grants to LICENSEE and the LICENSEE hereby accepts EC an exclusive right and (even as to Biotec KG, but subject to the non-exclusive license in the FIELD OF USE rights heretofore granted by Biotec KG to Novamont S.p.A. under the PATENT RIGHTSNovamont License Agreement), KNOW-HOW, and IMPROVEMENTS worldwide license (such licensing of IMPROVEMENTS subject to any restrictions imposed by any government agency or not-for-profit organization) in the TERRITORY (a"License") to make, have made, use, lease and/or sell sell, offer to sell, export and import and otherwise commercialize the LICENSED PRODUCTS and Products. Notwithstanding the foregoing, in the case of Technology that is licensed to practice and have practiced Biotec KG by a third party that owns such Technology, (i) the LICENSED PROCESSES, rights granted to EC hereunder shall be exclusive only to the full end extent that the rights granted by the owner of the term for which the PATENT RIGHTS such Technology to Biotec KG are grantedexclusive and otherwise shall be non-exclusive, unless sooner terminated as hereinafter provided and (b) that Biotec KG hereby agrees not to exercise or to sublicense to another person any such rights sublicensed to EC hereunder; and (ii) such rights shall be sublicensed hereunder to EC only to the extent such rights may be practiced or exploited without violating any obligation owed by Biotec KG to the third partiesparty licensor or incurring any obligation to pay royalties or other compensation to the third party licensor. The License includes the right to utilize the Technology to make, use, sell or otherwise commercialize thermoplastic starch/synthetic bio-polymer blends for conversion into the Products. The License shall not be utilized by EC for any purpose other than to implement and carry out the development, manufacture, marketing, distribution, use and sale of the Products in accordance with the terms of and conditions set forth in this Agreement. The License shall be irrevocable except as specifically provided in this Agreement. 2.2 PSRF reserves (b) Pursuant to the rights for itself License, EC shall have the right to grant sublicenses. No later than five (5) business days prior to entering into a sublicense agreement, EC shall notify EKI (who shall act on behalf of Biotec KG) of the proposed sublicense arrangement, provide EKI with a copy of the proposed sublicense agreement and the UNIVERSITY provide EKI with such additional information as EKI may reasonably request. Each sublicense shall include provisions similar to practice under the PATENT RIGHTS for its own research and educational purposes. 2.3 LICENSEE acknowledges that PATENT RIGHTS resulted from federally-supported research, and their assignment is governed by the applicable provisions of the Federal funding agreementsSections 7, including the 35 USC Chapter 18 (the “Xxxx-Xxxx Act”8(b), 37 CFR Part 4019, 10, 11(a), 11(c), 14, 15(b), 15(c),16, 17, 18, and 21 hereof; provided that, with the prior written approval of EKI, which approval shall not be unreasonably withheld or delayed, any such sublicense may be granted pursuant to provisions that are not similar to such applicable provisions. EC shall use reasonable efforts to cause the full and complete performance by EC's sublicensees of all of such sublicensees' obligations under sublicense agreements entered into as authorized by this Section. 2.4 LICENSEE (c) Except as set forth herein, EC shall have no right to sublicense, assign, pledge, transfer or otherwise hypothecate in any fashion any interest in or rights under the exclusive rightLicense, at its sole discretionwithout the prior written consent of EKI (who shall act on behalf of Biotec KG), to sublicense which shall not be unreasonably withheld or delayed; provided that; any of the rights, privileges and licenses granted hereunder during the term of this License Agreement. All sublicenses granted by LICENSEE or AFFILIATE or sublicensee of their rights party hereunder shall be subject permitted to grant security interests in its rights under this License to secure favorable loan financing. Any purported transfer in violation of the terms of this License Agreement Section 3 shall be void and shall provide for constitute a material breach of EC's obligations hereunder within the meaning of Section 15(b) hereof. (d) Notwithstanding anything set forth herein to the contrary, the exclusive rights granted by Biotec under this Agreement are subject to the continuing payment by EC to Biotec KG of a Royalty pre-payment of running royalties hereunder at amounts at least equal One Hundred Thousand Dollars ($100,000.00) each month (the "Monthly Exclusivity Payment"), which payments commenced on January 1, 2001 and shall continue to be paid by EC (i) without regard to the levels specified for payments amount of Royalties theretofore paid or thereafter payable by LICENSEE EC pursuant to PSRF in Paragraph 3.2 hereofSection 4 and (ii) no later than the tenth (10th) day of each month. Sublicensees shall not be permitted to grant any further sublicenses without prior written notification to PSRF. LICENSEE All Monthly Exclusivity Payments made by EC shall be responsible for its sublicensees and shall not grant any rights which are inconsistent with the rights granted applied against EC's obligations to and obligations of LICENSEE hereunder. Any act or omission of a sublicensee which would be a breach of this License Agreement if performed by LICENSEE shall be deemed to be a breach by LICENSEE of this License Agreement. Upon termination of this Agreement other than by expiration in accordance with Article 14pay Royalties, any and all sublicenses shall survive such termination, provided such sublicensee accepts, in writing, the obligations of LICENSEE in Articles 3 and 4. Notwithstanding the foregoing, if LICENSEE believes that the PSRF has terminated this Agreement for the primary purpose of doing business directly with the sublicensee, the termination may be disputed under the provisions of Article 13 and this Agreement shall remain in full force and effect while such dispute is resolved. 2.5 Each sublicense agreement granted by LICENSEE shall include an audit right by PSRF of the same scope as provided in Article 5 hereof Section 5(c). Except as provided in this Section 3(d), the Monthly Exclusivity Payments shall be payable until the expiration of the last-to-issue patent included in the Technology. If, within forty-five (45) days following the date EC fails to timely pay the Monthly Exclusivity Payment or otherwise notifies EKI that EC no longer desires to pay the Monthly Exclusivity Payment in order to preserve exclusive rights for the Products, EC does not pay such Monthly Exclusivity Payment, the License shall be converted to a non-exclusive license, with respect the effect that Biotec KG would have the right thereafter to LICENSEEsublicense, license or otherwise grant any person the right to, or itself, use the Technology or any part thereof to make, have made, use, sell, offer to sell, import or otherwise commercialize any of the Products. 2.6 LICENSEE agrees (e) In addition, the exclusive rights granted by Biotec under this Agreement are subject to forward a copy EC's continued performance of any and all sublicense agreements, including sublicenses issued by sublicensees, to PSRF promptly after execution thereofits obligations, and the use of commercially reasonable efforts to forward enforce compliance of E.I. du Pont de Nemours and Company ("DuPont") with minimum performance standards, royalty and other compensatory obligations, under that certain Alliance Agreement (the "Alliance Agreement") to PSRF a copy of reports received by LICENSEE from its sublicensees be entered into between DuPont, and each Project Addendum or other Supplemental Agreement (as such terms will be defined in the Alliance Agreement) to be attached thereto or incorporated therein (together with the Alliance Agreement, the "DuPont Agreements"),. To the extent that EC is unable or unwilling to timely perform such obligations or to enforce such rights under the sublicenses as shall be pertinent to DuPont Agreements, EKI, Biotec or their affiliated companies may, at their election, perform such obligations or exercise or enforce any such rights in a royalty accounting under said sublicense agreements. 2.7 The license rights granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise to any technology owned or controlled by PSRF which is not specifically set forth herein. 2.8 PSRF also grants to LICENSEE the right of a first option to negotiate a royalty-bearing license to intellectual property derived or filed subsequent to the Effective Date manner that is directly related intended to (i) assure EC's continued compliance with its obligations under the exogenous administration of [Met5]-enkephalin DuPont Agreements (or to reduce the damages resulting from any non-compliance), and that is created (ii) maximize the consideration payable by Xx. Xxx X. Zagon, Xx. Xxxxxxxx X. McLaughlin and Xx. Xxxx X. Smith, which is outside of DuPont to EC under the FIELD OF USE, for a period of [*] years from the Effective Date. LICENSEE shall advise PSRF as to its decision to negotiate a license within [*] days of notice from PSRF of said intellectual propertyDuPont Agreements. 2.9 LICENSEE shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this License Agreement, without prior written notification to PSRF. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

The License. 2.1 (a) Subject to any preexisting rights of the Government of the United States created by the use of Government fundingterms and conditions set forth in this Agreement, PSRF EKI hereby grants to LICENSEE and the LICENSEE hereby accepts ECC an exclusive right and exclusive (even as to EKI), worldwide license in (the FIELD OF USE under the PATENT RIGHTS, KNOW-HOW, and IMPROVEMENTS (such licensing of IMPROVEMENTS subject to any restrictions imposed by any government agency or not-for-profit organization) in the TERRITORY (a"License") to make, have madeuse, sell and otherwise commercialize the Food Service Disposables. The License includes the right to utilize the Technology to make, use, lease sale or otherwise commercialize ALI-ITE-TM- Paper for conversion into Food Service Disposables. The License may not be utilized by ECC for any purpose other than to implement and carry out the development, manufacture, marketing, distribution, use and sale of ALI-ITE-TM- Paper and/or sell the LICENSED PRODUCTS and to practice and have practiced the LICENSED PROCESSES, to the full end of the term for which the PATENT RIGHTS are granted, unless sooner terminated as hereinafter provided and (b) to sublicense to third parties, Food Service Disposables in accordance with the terms and conditions set forth in this Agreement. The License shall be irrevocable except as specifically provided in this Agreement. (b) Pursuant to the License, ECC shall have the right to grant sublicenses. No later than five (5) business days prior to entering into a sublicense agreement, ECC shall notify EKI of the proposed sublicense arrangement, provide EKI with a copy of the proposed sublicense agreement and provide EKI with such additional information as EKI may reasonably request. Each sublicense shall impose upon the sublicensee duties and obligations similar to the applicable provisions of paragraphs 4, 5, 6, 8, 9(a), 9(c), 9(d), 13(b), 14, 15, 16, 17, 18, and 19 hereof. ECC shall use its reasonable best efforts to cause the full and complete performance by ECC's sublicensees of all of such sublicensees' obligations under sublicense agreements granted pursuant to this subparagraph. EKI hereby acknowledges that ECC has complied with all of its obligations under this subparagraph 2(b) and under subparagraph 2(b) of the License Agreement with respect to all sublicense agreements granted by ECC prior to the effective date of this Agreement. 2.2 PSRF reserves (c) ECC shall be permitted to assign, without the consent of EKI, all, but not less than all, of its rights, duties and obligations under this Agreement in connection with the sale of its entire or substantially its entire business, whether by merger, consolidation, sale of stock, sale of all or substantially all assets or otherwise. (d) ECC shall be permitted to grant security interests in its rights for itself under this License to secure favorable loan financing. (e) Except as set forth in subparagraphs 2(b), 2(c) and the UNIVERSITY 2(d) hereof, ECC shall have no right to practice sublicense, assign, pledge, transfer or otherwise hypothecate in any fashion any interest in or rights under the PATENT RIGHTS for its own research and educational purposes. 2.3 LICENSEE acknowledges that PATENT RIGHTS resulted from federally-supported researchLicense, and their assignment is governed by without the applicable provisions prior written consent of the Federal funding agreementsEKI, including the 35 USC Chapter 18 (the “Xxxx-Xxxx Act”), 37 CFR Part 401. 2.4 LICENSEE which shall have the exclusive right, at its sole discretion, to sublicense any not be unreasonably withheld. Any purported transfer in violation of the rights, privileges and licenses granted hereunder during the term of this License Agreement. All sublicenses granted by LICENSEE or AFFILIATE or sublicensee of their rights hereunder shall be subject to the terms of this License Agreement paragraph 2 shall be void and shall provide for the payment of running royalties hereunder at amounts at least equal to the levels specified for payments by LICENSEE to PSRF in Paragraph 3.2 hereof. Sublicensees shall not be permitted to grant any further sublicenses without prior written notification to PSRF. LICENSEE shall be responsible for its sublicensees and shall not grant any rights which are inconsistent with the rights granted to and obligations of LICENSEE hereunder. Any act or omission of constitute a sublicensee which would be a material breach of this License Agreement if performed by LICENSEE shall be deemed to be a breach by LICENSEE ECC's obligations hereunder within the meaning of this License Agreement. Upon termination of this Agreement other than by expiration in accordance with Article 14, any and all sublicenses shall survive such termination, provided such sublicensee accepts, in writing, the obligations of LICENSEE in Articles 3 and 4. Notwithstanding the foregoing, if LICENSEE believes that the PSRF has terminated this Agreement for the primary purpose of doing business directly with the sublicensee, the termination may be disputed under the provisions of Article 13 and this Agreement shall remain in full force and effect while such dispute is resolvedparagraph 16(c) hereof. 2.5 Each sublicense agreement granted by LICENSEE shall include an audit right by PSRF of the same scope as provided in Article 5 hereof with respect to LICENSEE. 2.6 LICENSEE agrees to forward a copy of any and all sublicense agreements, including sublicenses issued by sublicensees, to PSRF promptly after execution thereof, and to forward to PSRF a copy of reports received by LICENSEE from its sublicensees under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreements. 2.7 The license rights granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise to any technology owned or controlled by PSRF which is not specifically set forth herein. 2.8 PSRF also grants to LICENSEE the right of a first option to negotiate a royalty-bearing license to intellectual property derived or filed subsequent to the Effective Date that is directly related to the exogenous administration of [Met5]-enkephalin and that is created by Xx. Xxx X. Zagon, Xx. Xxxxxxxx X. McLaughlin and Xx. Xxxx X. Smith, which is outside of the FIELD OF USE, for a period of [*] years from the Effective Date. LICENSEE shall advise PSRF as to its decision to negotiate a license within [*] days of notice from PSRF of said intellectual property. 2.9 LICENSEE shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this License Agreement, without prior written notification to PSRF. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.