Common use of Conditions of Grant Clause in Contracts

Conditions of Grant. 5.1 Licensee agrees that any Licensed Products for use or sale in the United States will be substantially manufactured in the United States. 5.2 Licensee will ▇▇▇▇ all Licensed Products in accordance with the statutes of the United States (see 35 U.S.C. § 287). Any such marking may indicate that Licensee has a license from Licensor. Otherwise, Licensee is prohibited from using Licensor’s name or the name “Oak Ridge National Laboratory” in any such marking or any advertising, promotion or commercialization of Licensed Products without written approval of Licensor. 5.3 The rights and licenses granted by Licensor in this Agreement are personal to Licensee and may not be assigned or otherwise transferred in whole or in part except by merger or acquisition as may be otherwise permitted by the terms of this Agreement. If Licensee merges or is otherwise acquired by another entity that acquires substantially all of Licensee’s business assets that relate to this Agreement, then Licensee may assign its rights and obligations under this Agreement to the merging or acquiring entity, effective on the date the merger or acquisition becomes effective, provided that all the following requirements have been satisfied in advance of the merger or acquisition: 5.3.1 Licensee notifies Licensor within forty-five (45) calendar days prior to said merger or acquisition; 5.3.2 Licensor approves said assignment of rights and obligations under this Agreement. Licensor’s approval, which is subject to the Prime Contract and DOE policy considerations relating to technology transfer involving foreign owned or controlled companies, shall not be unreasonably withheld; 5.3.3 Licensee shall have paid all royalties, fees and payments due Licensor; 5.3.4 The merging or acquiring entity has agreed to comply with the terms and conditions of this Agreement; and 5.3.5 If the merging or acquiring entity is subject to ownership or control by a non-U.S. entity, the Licensee has obtained DOE approval of the assignment and will comply with the DOE’s foreign ownership and control justification criteria then in effect. 5.4 Licensee will not pledge its rights under this Agreement for any reason, including as security to obtain financing, without the prior written approval of Licensor. The Parties agree that any such pledge by Licensee without such approval by Licensor will be an automatic, material and incurable breach of the Agreement resulting in termination of the Agreement effective as of the attempt by Licensee to make such pledge. 5.5 Licensee agrees that, in the event Licensee, by its own actions, or the action of any of its shareholders or creditors, files or has filed against it a case under the Bankruptcy Code of 1978, as previously or hereafter amended, licensor shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, to pursue any rights and remedies available to it under this Agreement. Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief.

Conditions of Grant. 5.1 Licensee agrees that any Licensed Products for use or sale in the United States will be substantially manufactured in the United States. 5.2 Licensee will ▇▇▇▇ all Licensed Products in accordance with the statutes of the United States (see 35 U.S.C. § 287)relating to marking of patented articles. Any such marking may indicate that Licensee has a license from Licensor. Otherwise, Licensee is prohibited from using Licensor’s name or the name “Oak Ridge National Laboratory” in any such marking or any advertising, promotion or commercialization of Licensed Products or Licensed Processes without written approval of Licensor. 5.3 The rights and licenses granted by Licensor in this Agreement are personal to Licensee and may not be assigned or otherwise transferred in whole or in part except by merger or acquisition as may be otherwise permitted by the terms of this Agreement. If Licensee merges or is otherwise acquired by another entity that acquires substantially all of Licensee’s business assets that relate to this Agreement, then Licensee may assign its rights and obligations under this Agreement to the merging or acquiring entity, effective on the date the merger or acquisition becomes effective, provided that all the following requirements have been satisfied in advance of the merger or acquisition: 5.3.1 Licensee notifies Licensor within forty-five (45) calendar days prior to said merger or acquisition;. 5.3.2 Licensor approves said assignment of rights and obligations under this Agreement. Licensor’s approval, which is subject to the Prime Contract and DOE policy considerations relating to technology transfer involving foreign owned or controlled companies, shall not be unreasonably withheld; 5.3.3 Licensee shall have has paid all royalties, fees and payments due Licensor; 5.3.4 The merging or acquiring entity has agreed to comply with the terms and conditions of this Agreement; and; 5.3.5 If the merging or acquiring entity is subject to ownership or control by a non-U.S. entity, the entity then Licensee has obtained must obtain Licensor and DOE approval of the assignment and will comply with the DOE’s foreign ownership and control justification criteria then in effect. 5.3.6 Licensee shall compensate Licensor for this grant of right of merger or acquisition by paying a fee as specified in Exhibit B, Item I. 5.4 Licensee will not pledge its rights under this Agreement for any reason, including as security to obtain financing, without the prior written approval of Licensor. The Parties agree that any such pledge by Licensee without such approval by Licensor will shall be an automatic, material and incurable breach of the Agreement resulting in termination of the Agreement effective as of the attempt by Licensee to make such pledge. 5.5 Licensee Licensor hereby agrees that, in the event Licensee, by its own actions, or the action of any of its shareholders or creditors, files or has filed against it a case under the Bankruptcy Code of 1978, as previously or hereafter amended, licensor Licensor shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, to pursue any rights and remedies available to it under this Agreementthe License. Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief.

Conditions of Grant. 5.1 Licensee agrees The Funder’s obligation to make payment of the Grant at any time during the Monitoring Period is subject to the Funder being satisfied, in its absolute discretion, that the following conditions have been satisfied and where reference is made to receipt of any Licensed Products for use documents or sale information, such documents or information shall be provided within 20 Working Days of the date of the Grant Offer Letter unless otherwise agreed by the parties: receipt by the Funder of a satisfactory Financial Due Diligence Report certified by an independent accountant, the identity of whom is approved by the Funder and a satisfactory Financial Due Diligence Report shall include, without limitation, the confirmations listed in Schedule 6; and in addition, any further required due diligences as specified by the Funder; Receipt by the Funder of a satisfactory and up to date Project Delivery Plan which meets the requirements of Schedule 1 Part 2, as a minimum, and which demonstrates that the Applicant will be able to achieve the Project Milestones identified in Schedule 1 and the Target Outputs identified in Schedule 3; [Receipt by the Funder of a guarantee substantially in the United States will be substantially manufactured form attached at Schedule 5 (“the Guarantee”); duly executed by the Guarantor; accompanied by a confirmation from the signatory of the Guarantee that, in relation to the Guarantee, all of the Guarantor's relevant internal: processes have been followed; and authorities and approvals have been acquired, prior to execution of the Guarantee; and accompanied by a certified copy of the delegation authorising the signatory to execute the document;] [prior to the drawdown of Grant monies, receipt by the Funder of a certified copy of the completed and dated [lease][legal title] together with a copy of the title to the [lease][legal title] in the United States. 5.2 Licensee will name of the Applicant registered at the Land Registry [and a report on title in respect of the Premises prepared by the Applicant's solicitor addressed to the Funder in the form of certificate on title [set out in Schedule []] as shall reasonably be required by the Funder ];] [prior to drawdown of the Grant monies the Applicant shall execute a Legal Charge in favour of the Funder in the form contained in Schedule 9 subject to such amendments as the Funder may reasonably require to secure: repayment of the Grant pursuant to all or any of the clauses of this Agreement; and payment of the Clawback. and the Applicant shall take all such steps as are necessary to complete and register the Legal Charge within the appropriate priority period [at Companies House and] at the Land Registry and the Applicant shall within 5 Working Days of completion of registration of the Legal Charge [at Companies House] and the Land Registry [respectively] to supply to the Funder a copy of the register of title at the Land Registry to show the registered Legal Charge[ and a certified copy acknowledgement/notification of completion of registration of the Legal Charge from Companies House] [prior to drawdown of the Grant monies the Applicant shall apply to the Land Registry for entry of a restriction of the register of title to the Premises [in standard form L in Schedule 4 of the Land Registration Rules 2003, namely: 'No [disposition (or specify type of disposition)] of the registered estate [(other than a charge)] by the proprietor of the registered estate[,or by the proprietor of any registered charge, not being a charge registered before entry of this restriction,] is to be registered without a certificate signed by ▇▇▇▇▇▇ all Licensed Products ▇▇▇▇▇▇▇ or the officer holding the position of Lead Lawyer in accordance the Planning Property and Contracts Team from time to time of Wolverhampton City Council, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ that the provisions of clause 12.4 have been complied with [or that they do not apply to the statutes disposition]' and shall within 5 Working Days of completion of the United States (see 35 U.S.C. § 287). Any such marking may indicate that Licensee has registration of the restriction to supply to the Funder a license from Licensor. Otherwise, Licensee is prohibited from using Licensor’s name or copy of the name “Oak Ridge National Laboratory” in any such marking or any advertising, promotion or commercialization register of Licensed Products without written approval of Licensortitle to Premises showing the registered restriction. 5.3 The rights and licenses granted by Licensor in this Agreement are personal to Licensee and may not be assigned or otherwise transferred in whole or in part except by merger or acquisition as may be otherwise permitted ] where requested by the terms of this Agreement. If Licensee merges or is otherwise acquired by another entity that acquires substantially all of Licensee’s business assets that relate to this AgreementFunder at any time during the Monitoring Period, then Licensee may assign its rights and obligations under this Agreement delivery to the merging or acquiring entity, effective on the date the merger or acquisition becomes effective, provided that all the following requirements have been satisfied in advance of the merger or acquisition: 5.3.1 Licensee notifies Licensor within forty-five (45) calendar days prior to said merger or acquisition; 5.3.2 Licensor approves said assignment of rights Funder and obligations under this Agreement. Licensor’s approval, which is subject to the Prime Contract and DOE policy considerations relating to technology transfer involving foreign owned or controlled companiesBlack Country Local Enterprise Limited Board of confirmation from the Applicant, with such supporting evidence as the Funder shall not be unreasonably withheld; 5.3.3 Licensee shall have paid all royaltiesreasonably require, fees and payments due Licensor; 5.3.4 The merging or acquiring entity has agreed to that the activities being undertaken at the Premises comply with the terms State Aid Rules; Receipt by the Funder of a Letter of Representation from the Applicant confirming the statements and conditions information made to the Financial Due Diligence Adviser who prepared the Financial Due Diligence Report in the form found at Schedule 6 are true and accurate; [A copy of the Planning Permission;] [A copy of the Building Contract which the Applicant has entered into in relation to the Works;] The Warranty; Evidence to the satisfaction of the Funder, including but not limited to, a certified copy of the completed and dated funding agreement (and supporting documents), that the Applicant has secured £[.] of additional funding to make up the shortfall between Grant and the total costs of the Project, as identified in Schedule 1 Part 1 at paragraph 2; and Receipt by the Funder of written confirmation from the Applicant that any VAT being claimed by the Applicant in relation to the Project is non-recoverable by the Applicant, prior to drawn down of any funding in respect of such irrecoverable VAT as an eligible cost. The parties acknowledge and agree that the execution of this Agreement; and 5.3.5 If Agreement shall not ▇▇▇▇▇▇ the merging or acquiring entity is subject to ownership or control by a non-U.S. entity, the Licensee has obtained DOE approval discretion of the assignment Funder in relation to the exercise of its powers as a local authority and will comply with shall not impose or imply any obligation on the DOE’s foreign ownership part of the Funder to exercise such powers in favour of the Applicant and control justification criteria then the Project. It is a continuing condition of the Grant that no other public financial assistance (including European Grant Funding) is received by the Applicant for the Project and the Applicant shall immediately inform the Funder if such funding is received. The Applicant shall indemnify the Funder against all reasonable legal and professional fees and costs incurred in effect. 5.4 Licensee will not pledge its rights under relation to the due diligence process and in preparation of this Agreement for any reason, including as security to obtain financing, without the prior written approval of Licensor. The Parties agree that any such pledge by Licensee without such approval by Licensor will be an automatic, material and incurable breach of the Agreement resulting in termination of the Agreement effective as of the attempt by Licensee to make such pledge. 5.5 Licensee agrees that, in the event Licensee, by its own actions, or that [the action of any of its shareholders or creditors, files or has filed against it a case under Applicant does not complete the Bankruptcy Code of 1978, as previously or hereafter amended, licensor shall be entitled to relief from the automatic stay of Section 362 of Title 11 acquisition of the U.S. Code, as amended, to pursue any rights and remedies available to it under this AgreementPremises]. Licensee hereby waives [The Guarantor shall assist the benefits of such automatic stay and consents and agrees to raise no objection to such reliefApplicant with its obligations in clause 2.1(c).]

Conditions of Grant. 5.1 Licensee agrees The Funder’s obligation to make payment of the Grant at any time during the Monitoring Period is subject to the Funder being satisfied, in its absolute discretion, that the following conditions have been satisfied and where reference is made to receipt of any Licensed Products for use documents or sale information, such documents or information shall be provided within 20 Working Days of the date of the Grant Offer Letter unless otherwise agreed by the parties: receipt by the Funder of a satisfactory Financial Due Diligence Report certified by an independent accountant, the identity of whom is approved by the Funder and a satisfactory Financial Due Diligence Report shall include, without limitation, the confirmations listed in Schedule 6; and in addition, any further required due diligences as specified by the Funder; Receipt by the Funder of a satisfactory and up to date Project Delivery Plan which meets the requirements of Schedule 1 Part 2, as a minimum, and which demonstrates that the Applicant will be able to achieve the Project Milestones identified in Schedule 1 and the Target Outputs identified in Schedule 3; [Receipt by the Funder of a guarantee substantially in the United States will be substantially manufactured form attached at Schedule 5 (“the Guarantee”); duly executed by the Guarantor; accompanied by a confirmation from the signatory of the Guarantee that, in relation to the Guarantee, all of the Guarantor's relevant internal: processes have been followed; and authorities and approvals have been acquired, prior to execution of the Guarantee; and accompanied by a certified copy of the delegation authorising the signatory to execute the document;] [prior to the drawdown of Grant monies, receipt by the Funder of a certified copy of the completed and dated [lease][legal title] together with a copy of the title to the [lease][legal title] in the United States. 5.2 Licensee will name of the Applicant registered at the Land Registry [and a report on title in respect of the Premises prepared by the Applicant's solicitor addressed to the Funder in the form of certificate on title [set out in Schedule []] as shall reasonably be required by the Funder ];] [prior to drawdown of the Grant monies the Applicant shall execute a Legal Charge in favour of the Funder in the form contained in Schedule 9 subject to such amendments as the Funder may reasonably require to secure: repayment of the Grant pursuant to all or any of the clauses of this Agreement; and payment of the Clawback. and the Applicant shall take all such steps as are necessary to complete and register the Legal Charge within the appropriate priority period [at Companies House and] at the Land Registry and the Applicant shall within 5 Working Days of completion of registration of the Legal Charge [at Companies House] and the Land Registry [respectively] to supply to the Funder a copy of the register of title at the Land Registry to show the registered Legal Charge[ and a certified copy acknowledgement/notification of completion of registration of the Legal Charge from Companies House] [prior to drawdown of the Grant monies the Applicant shall apply to the Land Registry for entry of a restriction of the register of title to the Premises [in standard form L in Schedule 4 of the Land Registration Rules 2003, namely: 'No [disposition (or specify type of disposition)] of the registered estate [(other than a charge)] by the proprietor of the registered estate[,or by the proprietor of any registered charge, not being a charge registered before entry of this restriction,] is to be registered without a certificate signed by the officer holding the position of Lead Lawyer in the Planning Property and Contracts Team from time to time of Walsall Metropolitan ▇▇▇▇▇▇▇ all Licensed Products in accordance ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ that the provisions of clause 12.4 have been complied with [or that they do not apply to the statutes disposition]' and shall within 5 Working Days of completion of the United States (see 35 U.S.C. § 287). Any such marking may indicate that Licensee has registration of the restriction to supply to the Funder a license from Licensor. Otherwise, Licensee is prohibited from using Licensor’s name or copy of the name “Oak Ridge National Laboratory” in any such marking or any advertising, promotion or commercialization register of Licensed Products without written approval of Licensortitle to Premises showing the registered restriction. 5.3 The rights and licenses granted by Licensor in this Agreement are personal to Licensee and may not be assigned or otherwise transferred in whole or in part except by merger or acquisition as may be otherwise permitted ] where requested by the terms of this Agreement. If Licensee merges or is otherwise acquired by another entity that acquires substantially all of Licensee’s business assets that relate to this AgreementFunder at any time during the Monitoring Period, then Licensee may assign its rights and obligations under this Agreement delivery to the merging or acquiring entity, effective on the date the merger or acquisition becomes effective, provided that all the following requirements have been satisfied in advance of the merger or acquisition: 5.3.1 Licensee notifies Licensor within forty-five (45) calendar days prior to said merger or acquisition; 5.3.2 Licensor approves said assignment of rights Funder and obligations under this Agreement. Licensor’s approval, which is subject to the Prime Contract and DOE policy considerations relating to technology transfer involving foreign owned or controlled companiesBlack Country Local Enterprise Limited Board of confirmation from the Applicant, with such supporting evidence as the Funder shall not be unreasonably withheld; 5.3.3 Licensee shall have paid all royaltiesreasonably require, fees and payments due Licensor; 5.3.4 The merging or acquiring entity has agreed to that the activities being undertaken at the Premises comply with the terms State Aid Rules; Receipt by the Funder of a Letter of Representation from the Applicant confirming the statements and conditions information made to the Financial Due Diligence Adviser who prepared the Financial Due Diligence Report in the form found at Schedule 6 are true and accurate; [A copy of the Planning Permission;] [A copy of the Building Contract which the Applicant has entered into in relation to the Works;] The Warranty; Evidence to the satisfaction of the Funder, including but not limited to, a certified copy of the completed and dated funding agreement (and supporting documents), that the Applicant has secured £[.] of additional funding to make up the shortfall between Grant and the total costs of the Project, as identified in Schedule 1 Part 1 at paragraph 2; and Receipt by the Funder of written confirmation from the Applicant that any VAT being claimed by the Applicant in relation to the Project is non-recoverable by the Applicant, prior to drawn down of any funding in respect of such irrecoverable VAT as an eligible cost. The parties acknowledge and agree that the execution of this Agreement; and 5.3.5 If Agreement shall not ▇▇▇▇▇▇ the merging or acquiring entity is subject to ownership or control by a non-U.S. entity, the Licensee has obtained DOE approval discretion of the assignment Funder in relation to the exercise of its powers as a local authority and will comply with shall not impose or imply any obligation on the DOE’s foreign ownership part of the Funder to exercise such powers in favour of the Applicant and control justification criteria then the Project. It is a continuing condition of the Grant that no other public financial assistance (including European Grant Funding) is received by the Applicant for the Project and the Applicant shall immediately inform the Funder if such funding is received. The Applicant shall indemnify the Funder against all reasonable legal and professional fees and costs incurred in effect. 5.4 Licensee will not pledge its rights under relation to the due diligence process and in preparation of this Agreement for any reason, including as security to obtain financing, without the prior written approval of Licensor. The Parties agree that any such pledge by Licensee without such approval by Licensor will be an automatic, material and incurable breach of the Agreement resulting in termination of the Agreement effective as of the attempt by Licensee to make such pledge. 5.5 Licensee agrees that, in the event Licensee, by its own actions, or that [the action of any of its shareholders or creditors, files or has filed against it a case under Applicant does not complete the Bankruptcy Code of 1978, as previously or hereafter amended, licensor shall be entitled to relief from the automatic stay of Section 362 of Title 11 acquisition of the U.S. Code, as amended, to pursue any rights and remedies available to it under this AgreementPremises]. Licensee hereby waives [The Guarantor shall assist the benefits of such automatic stay and consents and agrees to raise no objection to such reliefApplicant with its obligations in clause 2.1(c).]

Conditions of Grant. 5.1 6.1 Licensee agrees that any Licensed Products for use or sale in the United States will shall be substantially manufactured in the United States. 5.2 6.2 Licensee will ▇shall m▇▇▇ all Licensed Products in accordance with the statutes of the United States (relating to marking of patented articles, see 35 U.S.C. § 287), and licensee may disclose, without restriction, the existence of a license from licensor. Any such marking may indicate that Licensee has a license from Licensor. Otherwise, Licensee is prohibited from using Licensor’s name or the name “Oak Ridge National Laboratory” in any such marking or any advertising, promotion or commercialization of Licensed Products or Licensed Processes without written approval of Licensor. 5.3 6.3 The rights and licenses granted by Licensor in this Agreement are personal to Licensee and may not be assigned or otherwise transferred in whole or in part except by merger merger, acquisition, Joint Venture, or acquisition spin-out of a subsidiary, as may be otherwise permitted by the terms of this Agreement. If Licensee or a subsidiary that controls the assets relating to this agreement, merges or is otherwise acquired by another entity that acquires substantially all of Licensee’s business assets that relate to this Agreement, then Licensee may assign its rights and obligations under this Agreement to the merging or acquiring entity, effective on the date the merger or acquisition becomes effective, provided that all the following requirements have been satisfied in advance of the merger or acquisition: 5.3.1 6.3.1 Licensee notifies Licensor within forty-five (45) calendar days prior to said merger merger, acquisition, joint venture, or acquisitionsubsidiary or spin-out organization assignment; 5.3.2 6.3.2 Licensor approves said assignment of rights and obligations under this Agreement. Licensor’s approval, which is subject to the Prime Contract and DOE policy considerations relating to technology transfer involving foreign owned or controlled companies, shall not be unreasonably withheld; 5.3.3 6.3.3 Licensee shall have paid all royalties, fees and payments due LicensorLicensor prior to the merger, acquisition, joint venture, or subsidiary or spin-out assignment; 5.3.4 6.3.4 The merging or acquiring entity has agreed to comply with the terms and conditions of this Agreement; and 5.3.5 6.3.5 If the merging or acquiring entity is subject to ownership or control by a non-U.S. entity, the Licensee has obtained DOE approval of the assignment and will comply with the DOE’s foreign ownership and control justification criteria then in effect. 5.4 Licensee will not pledge its rights under this Agreement for any reason, including as security to obtain financing, without the prior written approval of Licensor. The Parties agree that any such pledge by Licensee without such approval by Licensor will be an automatic, material and incurable breach of the Agreement resulting in termination of the Agreement effective as of the attempt by Licensee to make such pledge. 5.5 Licensee agrees that, in the event Licensee, by its own actions, or the action of any of its shareholders or creditors, files or has filed against it a case under the Bankruptcy Code of 1978, as previously or hereafter amended, licensor shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, to pursue any rights and remedies available to it under this Agreement. Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief.

Conditions of Grant. 5.1 Licensee agrees that any Licensed Products for use or sale Disposed of in the United States will be substantially manufactured in the United States. 5.2 Licensee will ▇▇▇▇ mark all Licensed Products in accordance with the statutes of the United States (see 35 U.S.C. § USC 287)) or markings and notices as may be required by any law or regulation of any jurisdiction in the Territory or as Licensor may reasonably specify for purposes of compliance with any such law or regulation. Any such marking may indicate that Licensee has a license from Licensor. Otherwise, Licensee is prohibited from using Licensor’s name or name, the name “Oak Ridge National Laboratory,” or “ORNL” in any such marking or any advertising, promotion or commercialization of Licensed Products without written approval of Licensor. 5.3 The rights and licenses granted by Licensor in this Agreement are personal to Licensee and may not be assigned or otherwise transferred in whole or in part except by merger or acquisition as may be otherwise permitted by the terms of this Agreement. If Licensee merges or is otherwise acquired by another entity, including without limitation subsidiaries of Licensee, which entity that acquires substantially all of Licensee’s business assets that relate to this Agreement, then Licensee may assign its rights and obligations under this Agreement to the merging or acquiring entity, effective on the date the merger or acquisition becomes effective, provided that all the following requirements have been satisfied in advance of the merger or acquisition: 5.3.1 Licensee notifies Licensor within forty-five (45) calendar days prior to said merger or acquisition; 5.3.2 Licensor approves said assignment of rights and obligations under this Agreement. Licensor’s approval, which is subject to the Prime Contract and DOE policy considerations relating to technology transfer involving foreign owned or controlled companies, shall will not be unreasonably withheld; 5.3.3 Licensee shall have paid all royalties, fees and payments due Licensor; 5.3.4 The merging or acquiring entity has agreed to comply with the terms and conditions of this Agreement; and 5.3.5 5.3.4 If the merging or acquiring entity is subject to ownership or control by a non-U.S. entity, the Licensee has obtained DOE approval of the assignment and will comply with the DOE’s foreign ownership and control justification criteria then in effect. 5.4 Licensee will not pledge sell, assign, transfer, mortgage, pledge, or hypothecate its rights under this Agreement in whole or in part or delegate any of its duties or obligations under this Agreement for any reason, including as security to obtain financing, without the prior written approval of Licensor. The Parties agree that any such pledge action by Licensee without such approval by Licensor will be an automatic, material and incurable breach of the Agreement resulting in termination of the Agreement effective as of the attempt by Licensee to make carry out such pledgeaction. 5.5 Licensee hereby agrees that, in the event Licensee, by its own actions, or the action of any of its shareholders or creditors, files or has filed against it a case under the Bankruptcy Code of 1978, as previously or hereafter amended, licensor shall Licensor will be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, to pursue any rights and remedies available to it under this Agreement. Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief.

Conditions of Grant. 5.1 Licensee agrees that any Licensed Products for use or sale in the United States will be substantially manufactured in the United States.6.1 [***] 5.2 6.2 Licensee will mar▇ ▇▇▇▇ all l Licensed Products in accordance with the statutes of the United States (relating to marking of patented articles, see 35 U.S.C. § 287). Licensee is responsible for ensuring that this marking requirement is included in the Bioamber Sublicense granted by Licensee and in all Sublicenses. Any such marking may indicate that Licensee has a license from LicensorLicensors. Otherwise, Licensee is prohibited from using Licensor’s Licensors’ name or the name “Oak Ridge National Laboratory” and “Argonne National Laboratory” and “United States Department of Energy” in any such marking or any advertising, promotion or commercialization of Licensed Products without written approval of Licensor.Licensors. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF 5.3 6.3 The rights and licenses granted by Licensor Licensors in this Agreement are personal to Licensee and may not be assigned or otherwise transferred in whole or in part except by merger or acquisition as may be otherwise permitted by the terms of this Agreement. If Licensee merges or is otherwise acquired by another entity that acquires substantially all of Licensee’s business assets that relate to this Agreement, then Licensee may assign its rights and obligations under this Agreement to the merging or acquiring entity, effective on the date the merger or acquisition becomes effective, without any approval of the Licensors, provided that all the following requirements have been satisfied in advance of the merger or acquisition: 5.3.1 6.3.1 Licensee notifies Licensor Licensors within forty-five (45) calendar days prior to said merger or acquisition; 5.3.2 Licensor approves said assignment of rights and obligations under this Agreement. Licensor’s approval6.3.2 Licensors approve the other parties involved in such transaction, which it being understood that such approval by Licensors may only be refused if any such other party is subject to the Prime Contract and DOE policy considerations relating to technology transfer involving foreign owned or controlled companies, shall not be unreasonably withhelda Restricted Entity; 5.3.3 6.3.3 Licensee shall have paid all royaltiesRunning Royalties, Minimum Annual Royalties, Sublicensing Royalties, fees and payments due Licensor;Licensors; and 5.3.4 6.3.4 The merging or acquiring entity has agreed to comply with the terms and conditions of this Agreement; and 5.3.5 If the merging or acquiring entity is subject to ownership or control by a non-U.S. entity, the Licensee has obtained DOE approval of the assignment and will comply with the DOE’s foreign ownership and control justification criteria then in effect. 5.4 Licensee will not pledge its rights under this Agreement for any reason, including as security to obtain financing, without the prior written approval of Licensor. The Parties agree that any such pledge by Licensee without such approval by Licensor will be an automatic, material and incurable breach of the Agreement resulting in termination of the Agreement effective as of the attempt by Licensee to make such pledge. 5.5 Licensee agrees that, in the event Licensee, by its own actions, or the action of any of its shareholders or creditors, files or has filed against it a case under the Bankruptcy Code of 1978, as previously or hereafter amended, licensor shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, to pursue any rights and remedies available to it under this Agreement. Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief.