Common use of Grant and Scope of License Clause in Contracts

Grant and Scope of License. 2.1 Zentaris hereby grants to AOI, and AOI hereby accepts an exclusive license to use Zentaris’ Patent Rights and Zentaris’ Know-How in the Territory to develop, have developed, manufacture, have manufactured, use, have used, sell, have sold, offer for sale, have offered for sale, import, or have imported, Perifosine and Contract Product, in accordance with the terms and conditions, and subject to the limitations of this Agreement. 2.2 AOI shall be entitled to sublicense all or any of its rights under this Agreement to any Affiliate and, in respect of the manufacture and/or commercialization of Perifosine and Contract Products, any Third Party. AOI may sublicense its rights under this Agreement in respect of the development of Perifosine and Contract Products, including activities related to the obtainment of Regulatory Approvals for Perifosine and Contract Products, to any Third Party only upon prior written consent of Zentaris, such consent only to be withheld for reasonable cause. In case AOI grants sublicenses hereunder, AOI always shall secure appropriate covenants, obligations and rights from any such sublicensee so as to ensure that such sublicensee is also able to comply with AOI’s covenants and obligations hereunder to the extent that AOI shall not be performing such covenants and obligations. AOI shall inform Zentaris of any sublicenses granted hereunder, and provide to Zentaris a copy of the sublicense agreement concluded with such sublicensee. Zentaris acknowledges that all and any information provided by AOI to Zentaris under this Section 2.2 will be deemed to be Confidential Information of AOI and will be subject to the terms of Section 12 below. 2.3 Subject to Section 2.4 below, Zentaris will not at any time during the continuance of this Agreement grant to any person, firm, corporation or entity a license to develop, manufacture, use, sell, offer for sale or import Perifosine and/ or Contract Products in the Territory. 2.4 The grant of licenses by Zentaris to AOI under Section 2.1 hereof shall not preclude Zentaris itself from utilizing Zentaris’ Patent Rights and Zentaris’ Know-How and any Improvements relating thereto for the purpose of carrying out by itself or through a University, a contract research organization or a non-profit organization (provided that a material transfer agreement is in place to protect any intellectual property rights generated) any further non-commercial exploratory and development work relating to Perifosine. If Zentaris engages a University, contract research organization or other non-profit organization to undertake such further exploratory or development work, Zentaris shall inform AOI of the nature of such engagement, including but not limited to providing brief details of the exploratory or development work to be conducted, and the name of the relevant University, contract research organization or other non-profit organization. 2.5 In furtherance of the rights and licenses granted by Zentaris to AOI under this Agreement, within thirty (30) days after the Effective Date of this Agreement, Zentaris shall furnish to AOI a data package that shall include all of Zentaris’ Know-How. AOI shall not use any of Zentaris’ Know-How furnished by Zentaris under this Section 2.5 for any purpose whatsoever, except as specifically authorized in this Agreement, or as otherwise specifically authorized in writing by Zentaris. In the event that AOI reasonably believes that Zentaris’ Know-How included in the data package furnished by Zentaris under this Section 2.5 is incomplete, AOI shall provide written notice thereof to Zentaris, and Zentaris shall furnish corrected copies of Zentaris’ Know-How within 30 days after receipt of AOI’s written notice hereunder. Zentaris shall use its reasonable endeavors to answer all questions received from AOI regarding Zentaris’ Know-How as soon as reasonably possible after receipt. However, if Zentaris foresees that specific questions of AOI will invoke significant costs and expenses for Zentaris, Zentaris shall provide AOI with an estimate of such costs and expenses. In such event, Zentaris shall only be obliged to assist AOI if AOI agrees to refund Zentaris any costs and expenses incurred in providing such assistance. 2.6 Zentaris shall execute all documents and give all declarations regarding the licenses granted hereunder and reasonably cooperate with AOI at the costs of AOI to the extent such documents, declarations and/or cooperation are required for the recordal or registration of the licenses granted hereunder at the various patent offices in the Territory for the benefit of AOI. 2.7 Other than as permitted by this Section 2 and subject to any mandatory legal provisions which may apply, AOI shall not knowingly develop, manufacture, sell, use, offer for sale or import any of the Contract Products or Perifosine for any other application or purpose whatsoever, and shall not actively promote, or solicit orders for the sale of the Contract Products outside of the Territory, without the prior written authorization of Zentaris, which Zentaris may grant or withhold in its sole discretion.

Grant and Scope of License. 2.1 Zentaris Merz hereby grants to AOILicensee, and AOI Licensee hereby accepts an exclusive accepts, a limited license to use Zentaris’ Patent Merz' Intellectual Property Rights and Zentaris’ Merz' Know-How to obtain all required Regulatory Approvals, and to manufacture, produce, market, distribute, sell and use the Contract Products solely for use in the Territory to develop, have developed, manufacture, have manufactured, use, have used, sell, have sold, offer for sale, have offered for sale, import, or have imported, Perifosine and Contract ProductIndications within the Territory, in accordance with the terms and conditions, and subject to the limitations of, this Agreement. The license granted by Merz to Licensee under this Article 2.1 shall include the right to use Merz' Intellectual Property Rights and Merz' Know-How in conducting advanced research and development activities with respect to the Contract Products and/or Memantine, and to utilize the results of such advanced research and development activities, including any Improvements and Enhancements, in accordance with the terms and conditions, and subject to the limitations, of this Agreement. 2.2 AOI Licensee shall be entitled have a limited right to sublicense all or any of its the rights granted by Merz to Licensee under this Agreement to Article 2.1 solely to: (i) one or more Affiliates of Licensee; or (ii) any Affiliate and, in respect of the manufacture and/or commercialization of Perifosine and Contract Products, any Third Party. AOI may sublicense its rights under this Agreement in respect of the development of Perifosine and Contract Products, including activities related to the obtainment of Regulatory Approvals for Perifosine and Contract Products, to any Third Party only upon prior written consent of Zentaris, such consent only to be withheld for reasonable cause. In case AOI grants sublicenses hereunder, AOI always shall secure appropriate covenants, obligations and rights from any such sublicensee so as to ensure that such sublicensee is also able to comply with AOI’s covenants and obligations hereunder to the extent that AOI shall not be performing such covenants and obligations. AOI shall inform Zentaris of any sublicenses granted hereunder, and provide to Zentaris a copy of the sublicense agreement concluded with such sublicensee. Zentaris acknowledges that all and any information provided by AOI to Zentaris under this Section 2.2 will be deemed to be Confidential Information of AOI and will be subject to the terms of Section 12 below. 2.3 Subject to Section 2.4 below, Zentaris will not at any time during the continuance of this Agreement grant to any other person, firm, corporation or other entity that has been approved in writing as a license sublicensee by Merz; provided, however, that Merz shall be required to developapprove any prospective sublicensee proposed by Licensee hereunder only where: (A) Merz reasonably determines that the prospective sublicensee has the financial resources, technical expertise and marketing and distribution capability to manufacture, useproduce, sellmarket, offer for sale or import Perifosine and/ or distribute and sell the Contract Products in accordance with the requirements of this Agreement; (B) the prospective sublicensee is not currently, and will not foreseeably be a direct competitor of Merz, and is not engaged in pending litigation, arbitration or other dispute with Merz; and (C) the prospective sublicensee enters into a written agreement with Merz, under which the prospective sublicensee agrees to comply strictly with all of the terms and conditions of this Agreement. 2.3 Licensee's rights with respect to the licenses to Merz' Intellectual Property Rights and Merz' Know-How, granted to Licensee under Article 2.1 of this Agreement, shall be the exclusive right to obtain all required Regulatory Approvals, and to manufacture, produce, market, distribute and sell the Contract Products within the Territory, and the right to manufacture and produce the Contract Products in the Republic of Ireland, solely for distribution and sale within the Territory. 2.4 The grant Merz also hereby grants to Licensee, and Licensee hereby accepts a limited, exclusive, non-transferable license to use the Merz Trademarks solely in connection with the manufacture, production, marketing, distribution, sale and use of licenses by Zentaris to AOI under Section 2.1 hereof shall not preclude Zentaris itself from utilizing Zentaris’ Patent Rights and Zentaris’ Know-How and any Improvements relating thereto the Contract Products for the purpose of carrying out Indications within the Territory. Unless otherwise agreed in writing by itself or through a UniversityMerz, a contract research organization or a non-profit organization (provided that a material transfer agreement is in place Licensee shall affix the Trademarks to protect any intellectual property rights generated) any further non-commercial exploratory and development work relating to Perifosine. If Zentaris engages a University, contract research organization or other non-profit organization to undertake such further exploratory or development work, Zentaris shall inform AOI all of the nature of such engagementContract Products manufactured, including but not limited to providing brief details of the exploratory or development work to be conductedproduced, and the name of the relevant Universitymarketed, contract research organization or other non-profit organizationdistributed and/or sold by Licensee under this Agreement. 2.5 Notwithstanding the provisions of Article 2.4 hereof, in the event that Licensee reasonably determines that one or more generic drug manufacturers has introduced, or proposes to introduce, a generic version of Memantine within the Territory, upon written notice thereof to Merz, Licensee shall have the right to market, distribute and sell a generic version of Memantine within the Territory; provided, however, that Licensee's marketing, distribution and sale of a generic version of Memantine within the Territory in accordance with this Article 2.5, shall not affect or impair any of Merz' rights, or any of Licensee's other obligations, under this Agreement, unless otherwise agreed in writing by Merz. 2.6 In furtherance of the rights and licenses license granted by Zentaris Merz to AOI Licensee under this Agreement, within thirty (30) days after the Effective Date of this Agreement, Zentaris Merz shall furnish to AOI the Licensee a data package that shall include all of Zentaris’ the Merz Know-HowHow existing as of that Effective Date which, in Merz' reasonable opinion, are relevant to Regulatory Approvals and compliance with Applicable Laws, with respect to the Contract Products. AOI Licensee shall not use any of Zentaris’ the Merz Know-How furnished by Zentaris Merz under this Section 2.5 Article 2.6 for any purpose whatsoever, except as specifically authorized in this Agreement, or as otherwise specifically authorized in writing by ZentarisMerz. In the event that AOI Licensee reasonably believes that Zentaris’ the Merz Know-How included in the data package furnished by Zentaris Merz under this Section 2.5 Article 2.6 is incomplete, AOI Licensee shall provide written notice thereof to ZentarisMerz, and Zentaris Merz shall furnish corrected copies of Zentaris’ such Merz Know-How within 30 thirty (30) days after receipt of AOI’s Licensee's written notice hereunder. Zentaris shall use its reasonable endeavors to answer all questions received from AOI regarding Zentaris’ Know-How as soon as reasonably possible after receipt. However, if Zentaris foresees that specific questions of AOI will invoke significant costs and expenses for Zentaris, Zentaris shall provide AOI with an estimate of such costs and expenses. In such event, Zentaris shall only be obliged to assist AOI if AOI agrees to refund Zentaris any costs and expenses incurred in providing such assistance. 2.6 Zentaris shall execute all documents and give all declarations regarding the licenses granted hereunder and reasonably cooperate with AOI at the costs of AOI to the extent such documents, declarations and/or cooperation are required for the recordal or registration of the licenses granted hereunder at the various patent offices in the Territory for the benefit of AOI. 2.7 Other than as permitted by this Section 2 Without limiting the generality of Articles 2.1, 2.2, 2.3 or 2.6 hereof, Licensee specifically acknowledges and subject agrees that the license granted to any mandatory legal provisions which may applyLicensee hereunder is limited to the use of the Contract Products for the Indications within the Territory, AOI and Licensee shall not knowingly developmarket, manufacturedistribute, sell, use, offer for sale sell or import use any of the Contract Products or Perifosine for any other application or purpose whatsoever, and shall not actively promote, or solicit orders for for, the sale of the Contract Products outside of the Territory, without the prior written authorization of ZentarisMerz, which Zentaris Merz may grant or withhold in its sole discretion. 2.8 Licensee hereby acknowledges that ▇▇▇▇ is the owner, or authorized licensee, of certain additional intellectual property rights and know-how, relating to the use of Memantine for certain other applications, including, but not limited to, [ * ]. Licensee further acknowledges and agrees that it shall have no rights whatsoever with respect to such other intellectual property rights or know-how, or to use Merz' Intellectual Property Rights and/or Merz' Know-How, for any other application, except as specifically agreed in writing between Merz and Licensee. 2.9 Each party hereto represents and warrants that the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of that party, and do not conflict with the terms of any other contract, agreement, arrangement or undertaking to which that party is bound. 2.10 ▇▇▇▇ is the owner of the Merz Patent Rights listed on Exhibit 1.11 hereto, and is the owner or authorized licensee of the other Merz Intellectual Property Rights and Merz' Know-How, and Merz has the right to grant the license to such Intellectual Property Rights and Know-How to Licensee, as provided in this Agreement. Merz has not received any notice, and has no knowledge, of any claim by any other person, firm, corporation or other entity, in which such other person, firm, corporation or other entity within the Territory asserts that any of Merz' Intellectual Property Rights are invalid, or infringe the intellectual property rights of such other person, firm, corporation or other entity. 2.11 In furtherance of the exclusive rights and license granted by Merz to Licensee pursuant to this Agreement, Merz shall not, during the continuance of this Agreement, market, distribute or sell any pharmaceutical formulations of Memantine, or grant any license or other authorization to any other person, firm, corporation or other entity to market, distribute and/or sell any pharmaceutical formulations of Memantine within the Territory for the Indications or for any other indication or application, except (i) ophthalmological applications; and (ii) tinnitus. In the event that Merz proposes to market, distribute or sell any pharmaceutical formulation of Memantine, or license or authorize any other person, firm, corporation or other entity to market, distribute and/or sell any pharmaceutical formulations of Memantine for any other indication or application, or in the event that Merz hereafter acquires the right (including the right to sublicense) to manufacture, produce, market, distribute and sell any pharmaceutical formulations of Memantine for any ophthalmological applications or indications or for tinnitus in the United States from one or more third parties, Merz shall enter into good faith negotiations with Licensee with respect to granting Licensee an exclusive license to manufacture, produce, market, distribute and sell the pharmaceutical formulations of Memantine within the Territory for such other indications or applications on mutually acceptable terms and conditions. In the event that the parties are unable to conclude such a license agreement for such other indications or applications, despite good faith negotiations, within one hundred twenty (120) days of commencing such negotiations, Merz shall have the right to enter into a license agreement for such other indications or applications with another person, firm, corporation or other entity provided that the terms and conditions of the license agreement with such other person, firm, corporation or other entity with respect to the Territory are not more favorable to such other person, firm, corporation or other entity than the final terms and conditions offered by Merz to Licensee for the manufacture, production, marketing, distribution and sale of pharmaceutical formulations of Memantine for such other indications or applications within the Territory. 2.12 In furtherance of Licensee's manufacture and production of the Contract Products under this Agreement, Merz shall supply Licensee's requirements of Memantine, pursuant to, and in accordance with the terms and conditions of the Supply Agreement attached hereto as Exhibit 1.16.

Grant and Scope of License. 2.1 Zentaris Licensor hereby grants to AOILicensee, and AOI Licensee hereby accepts an exclusive (even as to Licensor) license as of the Effective Date to use Zentaris’ the Licensor Patent Rights and Zentaris’ Know-the Licensor Know How to (i) Develop, have Developed, Commercialize, and have Commercialized Perifosine and/or Licensed Products in the Territory Field in the Territory;(ii) worldwide (except for USA, Canada, Mexico and Korea) Manufacture and have Manufactured for the Territory, obtain and import Perifosine and/or Licensed Products for the Territory, subject to developthe supply provisions under Section 9.3 below; and, have developed(iii) obtain, manufacture, have manufactured, use, have used, sell, have sold, offer for sale, have offered for sale, import, or have imported, Perifosine maintain and Contract Producthold Regulatory Approvals in the Territory, in accordance with the terms and conditions, and subject to the limitations of this Agreement.. [*******************************************(2)] 2.2 AOI Licensee shall be entitled to sublicense all or any of its rights under this Agreement to any Affiliate and, in respect of the manufacture and/or commercialization of Perifosine and Contract Products, any Third Party. AOI may sublicense its rights under this Agreement in respect of the development of Perifosine and Contract Products, including activities related to the obtainment of Regulatory Approvals for Perifosine and Contract Productsonly upon Licensor’s prior written consent which shall not be unreasonably withheld, to any Third Party only upon prior written consent of Zentaris, such consent only without any additional participation payment to be withheld for reasonable causeLicensor. In case AOI Licensee grants sublicenses hereunder, AOI Licensee always shall secure appropriate covenants, obligations and rights from any such sublicensee so as to ensure that such sublicensee is also able to comply with AOILicensee’s covenants and obligations hereunder to the extent that AOI Licensee shall not be performing such covenants and obligations. AOI Licensee shall inform Zentaris of any sublicenses granted hereunder, and provide to Zentaris Licensor a reasonably redacted copy of the sublicense agreement concluded with such sublicensee. Zentaris Licensor acknowledges that all and any information provided by AOI Licensee to Zentaris Licensor under this Section 2.2 will be deemed to be Confidential Information of AOI Licensee and will be subject to the terms of Section 12 below15. For clarity, Licensee may subcontract its task or works under this Agreement to CROs, CMOs, and/or CSOs, and such subcontract shall not be subject to Licensee’s obligation for providing Licensor with the sublicense agreement mentioned above. 2.3 Subject to In connection with Licensee’s exclusive rights under Section 2.4 below2.1, Zentaris will not at any time during the continuance of this Agreement grant to any person, firm, corporation or entity a license to develop, manufacture, use, sell, offer for sale or import Perifosine and/ or Contract Products in the Territory. 2.4 The grant of licenses by Zentaris case that Licensor and/or its Affiliates wish to AOI under Section 2.1 hereof shall not preclude Zentaris itself from utilizing Zentaris’ use Licensor Patent Rights and Zentaris’ Know-and/or Licensor Know How and any Improvements relating thereto for the purpose of carrying out by itself or through a UniversityThird Party such as a university, a contract research organization or a non-profit organization (provided that a appropriate material transfer agreement with such Third Party is in place to protect any intellectual property rights generatedplace) any further non-commercial exploratory and development work relating to Perifosine. If Zentaris engages a UniversityPerifosine inside the Territory, contract research organization or other non-profit organization to undertake Licensor shall consult and discuss with Licensee on details of such further exploratory or development work, Zentaris shall inform AOI work including potential participation of Licensee therein and terms and conditions of the nature material transfer agreement in advance of conducting such engagement, including but not limited to providing brief details of the exploratory or development work to be conducted, and the name of the relevant University, contract research organization or other non-profit organizationwork. 2.5 2.4 In furtherance of the rights and licenses granted by Zentaris Licensor to AOI Licensee under this Agreement, within thirty (30) days [***** **** ****] after the Effective Date of this Agreement, Zentaris Agreement Licensor shall furnish to AOI Licensee a data package that shall include all of Zentaris’ Know-the Licensor Know How. AOI Licensee shall not use any of Zentaris’ Know-the Licensor Know How furnished by Zentaris Licensor under this Section 2.5 2.4 for any purpose whatsoever, except as specifically authorized in this Agreement, or as otherwise specifically authorized in writing by ZentarisLicensor. In the event that AOI Licensee reasonably believes that Zentaris’ Know-the Licensor Know How included in the data package furnished by Zentaris Licensor under this Section 2.5 2.4 is incomplete, AOI Licensee shall provide written notice thereof to ZentarisLicensor, and Zentaris shall furnish corrected copies of Zentaris’ Know-How within 30 days after receipt of AOI’s written notice hereunder. Zentaris shall use its reasonable endeavors to answer all questions received from AOI regarding Zentaris’ Know-How as soon as reasonably possible after receipt. However, if Zentaris foresees that specific questions of AOI will invoke significant costs and expenses for Zentaris, Zentaris shall provide AOI with an estimate of such costs and expenses. In such event, Zentaris shall only be obliged to assist AOI if AOI agrees to refund Zentaris any costs and expenses incurred in providing such assistance. 2.6 Zentaris shall execute all documents and give all declarations regarding the licenses granted hereunder and reasonably cooperate with AOI at the costs of AOI to the extent such documents, declarations and/or cooperation are required for the recordal or registration of the licenses granted hereunder at the various patent offices in the Territory for the benefit of AOI. 2.7 Other than as permitted by this Section 2 and subject to any mandatory legal provisions which may apply, AOI shall not knowingly develop, manufacture, sell, use, offer for sale or import any of the Contract Products or Perifosine for any other application or purpose whatsoever, and shall not actively promote, or solicit orders for the sale of the Contract Products outside of the Territory, without the prior written authorization of Zentaris, which Zentaris may grant or withhold in its sole discretion.Licensor

Grant and Scope of License. 2.1 Zentaris hereby grants to AOI, Spectrum and AOI Spectrum hereby accepts an exclusive (even as to Zentaris) license as of the Effective Date to use Zentaris’ Patent Rights and Zentaris’ Know-How in the Territory to develop, have developeduse, manufacturemake, have manufactured, use, have usedmade, sell, have sold, offer for sale, have offered for salesold, importimport and export, or have imported, Perifosine commercialize Contract Products and/or D-63153 in the Field and Contract Productin the Territory, in accordance with the terms and conditions, and subject to the limitations of this Agreement.. The license shall include the right to use Zentaris’ Patent Rights and Zentaris’ Know-How in conducting research and development activities with respect to the use of Contract Products and/or D-63153 in the Field and in the Territory. [***] 2.2 AOI Spectrum shall be entitled to sublicense all or any of its rights under this Agreement to any Affiliate and, in respect of the manufacture and/or commercialization of Perifosine and Contract Products, to any Third Party. AOI may Any sublicense its rights under this Agreement in respect of the development of Perifosine and Contract Products, including activities related granted is subject to the obtainment of Regulatory Approvals for Perifosine and Contract Products, to any Third Party only upon prior written consent of Zentaris, such consent only to be withheld for reasonable causeparticipation payments specified in Section 4.3 below. In case AOI Spectrum grants sublicenses hereunder, AOI Spectrum always shall secure appropriate covenants, obligations and rights from any such sublicensee so as to ensure that such sublicensee is also able to comply with AOISpectrum’s covenants and obligations hereunder to the extent that AOI Spectrum shall not be performing such covenants and obligations. AOI Spectrum shall inform Zentaris of any sublicenses granted hereunder, and provide to Zentaris a copy of the sublicense agreement concluded with such sublicensee. Zentaris acknowledges that all and any information provided by AOI Spectrum to Zentaris under this Section 2.2 will be deemed to be Confidential Information of AOI Spectrum and will be subject to the terms of Section 12 below12. However, Spectrum may redact confidential portions of any such sublicense agreement, but only to the extent that any such redactions do not impair Zentaris’ ability to ensure compliance with the provisions of this Agreement, including but not limited to the calculation of the participation payments specified in Section 4.3. 2.3 Subject to Section 2.4 below, Zentaris will not at any time during the continuance of this Agreement grant to any person, firm, corporation or entity a license to develop, manufacture, use, sell, offer for sale or import Perifosine and/ or Contract Products and/or D-63153 in the Field and in the Territory. 2.4 The grant of licenses by Zentaris to AOI Spectrum under Section 2.1 hereof shall not preclude Zentaris itself and/or its Affiliates from utilizing Zentaris’ Patent Rights and Zentaris’ Know-How [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. and any Improvements relating thereto for the purpose of carrying out by itself or through a University, a contract research organization or a non-profit organization (provided that a material transfer agreement is in place to protect any intellectual property rights generated) any further non-commercial exploratory and development work relating to PerifosineD-63153. If Zentaris engages a UniversityOther than the limited use described in this Section 2.4, contract research organization or other non-profit organization the license granted to undertake such further exploratory or development work, Zentaris Spectrum under Sections 2.1 and 2.2 shall inform AOI of the nature of such engagement, including but not limited be exclusive even as to providing brief details of the exploratory or development work to be conducted, and the name of the relevant University, contract research organization or other non-profit organizationZentaris. 2.5 In furtherance of the rights and licenses granted by Zentaris to AOI Spectrum under this Agreement, within thirty (30) days after the Effective Date of this Agreement, Zentaris shall furnish (with a continuing obligation to AOI furnish) to Spectrum a data package that shall include to the extent not previously provided to Spectrum (i) all of the Zentaris’ Know-HowHow as well as (ii) any and all information, including, without limitations data and reports for IND submission to the FDA, and other health regulatory agencies in the Territory, [***] has on the Contract Products and D-63153 to the extent such information is available to Zentaris and under Zentaris’ control [***]. AOI Spectrum shall not use any of the Zentaris’ Know-How and [***] furnished by Zentaris under this Section 2.5 for any purpose whatsoever, except as specifically authorized in this Agreement, or as otherwise specifically authorized in writing by Zentaris. In the event that AOI Spectrum reasonably believes that the Zentaris’ Know-How or [***] included in the data package furnished by Zentaris under this Section 2.5 is incomplete, AOI Spectrum shall provide written notice thereof to Zentaris, and Zentaris shall furnish corrected copies of such Zentaris’ Know-How and [***] within 30 sixty (60) days after receipt of AOISpectrum’s written notice hereunder. Zentaris shall use its reasonable endeavors to answer all questions received from AOI Spectrum regarding the Zentaris’ Know-How and [***] as soon as reasonably possible after receipt. However, if Zentaris foresees that specific questions of AOI will invoke significant costs and expenses for Zentaris, Zentaris shall provide AOI with an estimate of such costs and expenses. In such event, Zentaris shall only be obliged to assist AOI if AOI agrees to refund Zentaris any costs and expenses incurred in providing such assistance. 2.6 Zentaris shall execute all documents and documents, give all declarations regarding the licenses granted hereunder and reasonably cooperate with AOI Spectrum at the costs of AOI Spectrum to the extent such documents, declarations and/or cooperation are required for the recordal or registration of the licenses granted hereunder at the various patent offices in the Territory for the benefit of AOISpectrum. 2.7 Other than as permitted by this Without limiting the generality of Section 2 hereof, Spectrum specifically acknowledges and agrees that the license granted to Spectrum hereunder is limited to development, use, and commercialization of the Contract Products and D-63153 in the Field within the Territory, and subject to any mandatory legal provisions which may apply, AOI Spectrum shall not knowingly develop, manufacturedistribute, sellmarket, use, offer for sale sell or import use any of the Contract Products or Perifosine D-63153 for any other application or purpose whatsoever, and shall not actively promote, or solicit orders for the sale of the Contract Products outside of the Field and outside the Territory, without the prior written authorization of Zentaris, which Zentaris may grant or withhold in its sole discretion.

Grant and Scope of License. 2.1 Zentaris Subject to the terms of this Agreement, the MDA License, and the Introgen-IRI License, Licensor hereby grants to AOILicensee, and AOI Licensee hereby accepts an a worldwide, exclusive license to use Zentaris’ Patent Rights and Zentaris’ Know-How in under the Territory Patents to develop, make and have developed, manufacture, have manufacturedmade, use, have used, sell, have sold, offer for sale, have offered for salesell, import, or have imported, Perifosine import and Contract Product, in accordance with the terms and conditions, and subject to the limitations of this Agreementotherwise distribute Licensed Products. 2.2 AOI Any obligations imposed upon Licensor’s sublicensees, or that are required to be included herein pursuant to the MDA License or the Introgen-IRI License, shall be entitled to sublicense deemed incorporated herein as if fully stated herein, and Licensee shall fully comply and ensure that all or any of its rights under this Agreement to any Affiliate andSublicensees comply, in respect of the manufacture and/or commercialization of Perifosine and Contract Products, any Third Party. AOI may sublicense its rights under this Agreement in respect of the development of Perifosine and Contract Products, including activities related to the obtainment of Regulatory Approvals for Perifosine and Contract Products, to any Third Party only upon prior written consent of Zentaris, with all such consent only to be withheld for reasonable cause. In case AOI grants sublicenses hereunder, AOI always shall secure appropriate covenants, obligations and rights from any such sublicensee so as to ensure that such sublicensee is also able to comply with AOI’s covenants and obligations hereunder to the extent that AOI shall not be performing such covenants and obligations. AOI shall inform Zentaris of any sublicenses granted hereunder, and provide to Zentaris a copy of the sublicense agreement concluded with such sublicensee. Zentaris acknowledges that all and any information provided by AOI to Zentaris under this Section 2.2 will be deemed to be Confidential Information of AOI and will be subject to the terms of Section 12 below. 2.3 Subject to Section 2.4 below, Zentaris will not at any time during the continuance of this Agreement Licensee may grant to any person, firm, corporation or entity a license to develop, manufacture, use, sell, offer for sale or import Perifosine and/ or Contract Products in the Territory. 2.4 The grant of licenses by Zentaris to AOI and authorize sublicenses under Section 2.1 hereof shall not preclude Zentaris itself from utilizing Zentaris’ Patent Rights and Zentaris’ Know-How and any Improvements relating thereto for the purpose of carrying out by itself or through a University, a contract research organization or a non-profit organization (provided that a material transfer agreement is in place to protect any intellectual property rights generated) any further non-commercial exploratory and development work relating to Perifosine. If Zentaris engages a University, contract research organization or other non-profit organization to undertake such further exploratory or development work, Zentaris shall inform AOI of the nature of such engagement, including but not limited to providing brief details of the exploratory or development work to be conducted, and the name of the relevant University, contract research organization or other non-profit organization. 2.5 In furtherance of the rights and licenses granted by Zentaris Licensor to AOI Licensee under Section 2.1 provided that (i) any such sublicense shall be subject in all respects to the terms of the MDA License and the Introgen-IRI License, and (ii) Licensee provides prior written notice to Licensor of its intent to enter in to any such sub license and such sublicensee agrees in writing to be bound by the terms and provisions of this Agreement where applicable, including Section 2.2 above and Section 7.5 below. Licensee shall provide copies of all such sublicense agreements to Licensor promptly upon execution. 2.4 Licensee shall at all times use commercially reasonable efforts, directly or through Sublicensees, to market, distribute, sell, lease and license Licensed Products throughout the Licensed Territory. 2.5 The rights and licenses granted by Licensor to Licensee under Section 2.1 are exclusive solely with respect to the Licensed Products within the Field; provided that to the extent Licensor’s Control of any Patents does not include the right of Licensor to grant such exclusivity to Licensee, Licensee shall not have such exclusivity under this Agreement, within thirty (30) days after the Effective Date of this Agreement, Zentaris shall furnish to AOI a data package that shall include all of Zentaris’ Know-How. AOI shall not use any of Zentaris’ Know-How furnished by Zentaris under this Section 2.5 for any purpose whatsoever. 2.6 Licensee hereby acknowledges and agrees that, except as specifically authorized provided in this AgreementArticle 2, or as otherwise specifically authorized in writing by Zentaris. In the event that AOI reasonably believes that Zentaris’ Know-How included in the data package furnished by Zentaris under this Section 2.5 is incomplete, AOI Licensee shall provide written notice thereof to Zentaris, and Zentaris shall furnish corrected copies of Zentaris’ Know-How within 30 days after receipt of AOI’s written notice hereunder. Zentaris shall use its reasonable endeavors to answer all questions received from AOI regarding Zentaris’ Know-How as soon as reasonably possible after receipt. However, if Zentaris foresees that specific questions of AOI will invoke significant costs and expenses for Zentaris, Zentaris shall provide AOI acquire no rights whatsoever with an estimate of such costs and expenses. In such event, Zentaris shall only be obliged to assist AOI if AOI agrees to refund Zentaris any costs and expenses incurred in providing such assistance. 2.6 Zentaris shall execute all documents and give all declarations regarding the licenses granted hereunder and reasonably cooperate with AOI at the costs of AOI to the extent such documents, declarations and/or cooperation are required for the recordal or registration of the licenses granted hereunder at the various patent offices in the Territory for the benefit of AOI. 2.7 Other than as permitted by this Section 2 and subject respect to any mandatory legal provisions which may applyintellectual property rights of Licensor; and, AOI for avoidance of doubt, Licensee shall not knowingly developacquire no rights whatsoever outside the Field. No right or license is granted to Licensee other than those expressly provided herein; and no license shall be deemed granted to Licensee by implication, manufactureestoppel or otherwise, sell, use, offer for sale or import any of even if such a license would be necessary to exercise the Contract Products or Perifosine for any other application or purpose whatsoever, and shall not actively promote, or solicit orders for the sale of the Contract Products outside of the Territory, without the prior written authorization of Zentaris, which Zentaris may grant or withhold in its sole discretionrights granted herein.

Grant and Scope of License. 2.1 Zentaris hereby grants to AOI, and AOI hereby accepts an exclusive license to use Zentaris’ ' Patent Rights and Zentaris’ ' Know-How in the Territory to develop, have developed, manufacture, have manufactured, use, have used, sell, have sold, offer for sale, have offered for sale, import, or have imported, Perifosine and Contract Product, in accordance with the terms and conditions, and subject to the limitations of this Agreement. 2.2 AOI shall be entitled to sublicense all or any of its rights under this Agreement to any Affiliate and, in respect of the manufacture and/or commercialization of Perifosine and Contract Products, any Third Party. AOI may sublicense its rights under this Agreement in respect of the development of Perifosine and Contract Products, including activities related to the obtainment of Regulatory Approvals for Perifosine and Contract Products, to any Third Party only upon prior written consent of Zentaris, such consent only to be withheld for reasonable cause. In case AOI grants sublicenses hereunder, AOI always shall secure appropriate covenants, obligations and rights from any such sublicensee so as to ensure that such sublicensee is also able to comply with AOI’s 's covenants and obligations hereunder to the extent that AOI shall not be performing such covenants and obligations. AOI shall inform Zentaris of any sublicenses granted hereunder, and provide to Zentaris a copy of the sublicense agreement concluded with such sublicensee. Zentaris acknowledges that all and any information provided by AOI to Zentaris under this Section 2.2 will be deemed to be Confidential Information of AOI and will be subject to the terms of Section 12 below. 2.3 Subject to Section 2.4 below, Zentaris will not at any time during the continuance of this Agreement grant to any person, firm, corporation or entity a license to develop, manufacture, use, sell, offer for sale or import Perifosine and/ or Contract Products in the Territory. 2.4 The grant of licenses by Zentaris to AOI under Section 2.1 hereof shall not preclude Zentaris itself from utilizing Zentaris’ ' Patent Rights and Zentaris’ ' Know-How and any Improvements relating thereto for the purpose of carrying out by itself or through a University, a contract research organization or a non-profit organization (provided that a material transfer agreement is in place to protect any intellectual property rights generated) any further non-commercial exploratory and development work relating to Perifosine. If Zentaris engages a University, contract research organization or other non-profit organization to undertake such further exploratory or development work, Zentaris shall inform AOI of the nature of such engagement, including but not limited to providing brief details of the exploratory or development work to be conducted, and the name of the relevant University, contract research organization or other non-profit organization. 2.5 In furtherance of the rights and licenses granted by Zentaris to AOI under this Agreement, within thirty (30) days after the Effective Date of this Agreement, Zentaris shall furnish to AOI a data package that shall include all of Zentaris’ Know-How. AOI shall not use any of Zentaris’ ' Know-How furnished by Zentaris under this Section 2.5 for any purpose whatsoever, except as specifically authorized in this Agreement, or as otherwise specifically authorized in writing by Zentaris. In the event that AOI reasonably believes that Zentaris’ ' Know-How included in the data package furnished by Zentaris under this Section 2.5 is incomplete, AOI shall provide written notice thereof to Zentaris, and Zentaris shall furnish corrected copies of Zentaris’ ' Know-How within 30 days after receipt of AOI’s 's written notice hereunder. Zentaris shall use its reasonable endeavors to answer all questions received from AOI regarding Zentaris’ ' Know-How as soon as reasonably possible after receipt. However, if Zentaris foresees that specific questions of AOI will invoke significant costs and expenses for Zentaris, Zentaris shall provide AOI with an estimate of such costs and expenses. In such event, Zentaris shall only be obliged to assist AOI if AOI agrees to refund Zentaris any costs and expenses incurred in providing such assistance. 2.6 Zentaris shall execute all documents and give all declarations regarding the licenses granted hereunder and reasonably cooperate with AOI at the costs of AOI to the extent such documents, declarations and/or cooperation are required for the recordal or registration of the licenses granted hereunder at the various patent offices in the Territory for the benefit of AOI. 2.7 Other than as permitted by this Section 2 and subject to any mandatory legal provisions which may apply, AOI shall not knowingly develop, manufacture, sell, use, offer for sale or import any of the Contract Products or Perifosine for any other application or purpose whatsoever, and shall not actively promote, or solicit orders for the sale of the Contract Products outside of the Territory, without the prior written authorization of Zentaris, which Zentaris may grant or withhold in its sole discretion.

Grant and Scope of License. 2.1 Zentaris Subject to the terms and conditions of this Agreement, including the attached agreed Technical Specification dated January 20, 1995 (Appendix 5) Macrovision hereby grants to AOITechnology Licensee, and AOI Technology Licensee hereby accepts an from Macrovision, a limited non-transferable, non-exclusive license to use Zentaris’ Patent utilize the Macrovision Technology and all Intellectual Property Rights related thereto for the design, development, manufacture and Zentaris’ Know-How sale to User Licensee of the Products for User Licensee's Authorized EMDES Applications, solely in the Territory to develop, have developed, manufacture, have manufactured, use, have used, sell, have sold, offer for sale, have offered for sale, import, or have imported, Perifosine and Contract Product, in accordance with the terms and conditions, and subject to the limitations of this AgreementJapan. 2.2 AOI Macrovision shall provide to Technology Licensee such documents and other materials that contain, embody and/or disclose the Macrovision Technology and such other Macrovision Confidential Information as Macrovision, in its reasonable discretion, determines to be entitled necessary or appropriate for Technology Licensee's design, development, manufacture and distribution of the Products hereunder. Technology Licensee hereby acknowledges and agrees that, except as specifically provided in this Agreement, Technology Licensee shall not acquire any rights, title or interests in or to sublicense all or any of its rights the Macrovision Technology or other Macrovision Confidential Information contained, embodied or disclosed by any of the documents or other materials furnished by Macrovision to Licensee under this Agreement to any Affiliate and, in respect of the manufacture and/or commercialization of Perifosine and Contract Products, any Third Party. AOI may sublicense its rights under this Agreement in respect of the development of Perifosine and Contract Products, including activities related to the obtainment of Regulatory Approvals for Perifosine and Contract Products, to any Third Party only upon prior written consent of Zentaris, such consent only to be withheld for reasonable cause. In case AOI grants sublicenses hereunder, AOI always shall secure appropriate covenants, obligations and rights from any such sublicensee so as to ensure that such sublicensee is also able to comply with AOI’s covenants and obligations hereunder to the extent that AOI shall not be performing such covenants and obligations. AOI shall inform Zentaris of any sublicenses granted hereunder, and provide to Zentaris a copy of the sublicense agreement concluded with such sublicensee. Zentaris acknowledges that all and any information provided by AOI to Zentaris under this Section 2.2 will be deemed to be Confidential Information of AOI and will be subject to the terms of Section 12 belowArticle 2.2. 2.3 Subject to Section 2.4 below, Zentaris will not at any time during the continuance of this Agreement grant to any person, firm, corporation or entity a license to develop, manufacture, use, sell, offer for sale or import Perifosine and/ or Contract Products in the Territory. 2.4 The grant of licenses by Zentaris to AOI under Section 2.1 hereof shall not preclude Zentaris itself from utilizing Zentaris’ Patent Rights terms and Zentaris’ Know-How and any Improvements relating thereto for the purpose of carrying out by itself or through a University, a contract research organization or a non-profit organization (provided that a material transfer agreement is in place to protect any intellectual property rights generated) any further non-commercial exploratory and development work relating to Perifosine. If Zentaris engages a University, contract research organization or other non-profit organization to undertake such further exploratory or development work, Zentaris shall inform AOI of the nature of such engagement, including but not limited to providing brief details of the exploratory or development work to be conducted, and the name of the relevant University, contract research organization or other non-profit organization. 2.5 In furtherance of the rights and licenses granted by Zentaris to AOI under this Agreement, within thirty (30) days after the Effective Date conditions of this Agreement, Zentaris shall furnish Macrovision hereby grants to AOI Technology Licensee, and Technology Licensee hereby accepts from Macrovision, a data package that shall include right to sub-license its rights to the Macrovision Technology to ShibaSoku Co. Ltd. (SSC) to utilize the Macrovision Technology and all Intellectual Property Rights related thereto for the design, development, manufacture of Zentaris’ Know-Howthe Products for Technology Licensee for User Licensee's Authorized EMDES Applications, solely in Japan. 2.4 Technology Licensee also hereby acknowledges and agrees to the limited scope of the license granted to Technology Licensee by Macrovision hereunder. AOI Technology Licensee shall not use utilize any of Zentaris’ Know-How furnished by Zentaris under this Section 2.5 the Macrovision Technology for any purpose whatsoever, except as specifically authorized in outside the scope of User Licensee's Authorized EMDES Applications or outside of Japan. 2.5 Subject to the terms and conditions of this Agreement, including the attached agreed Technical Specification dated January 20, 1995 (Appendix 5), Macrovision hereby grants to User Licensee, and User Licensee hereby accepts from Macrovision, a limited non-transferable, exclusive license to utilize the Macrovision Technology and all Intellectual Property Rights related thereto to solely distribute, lease or license Products and to solely sell services for User Licensee's Authorized EMDES Applications, solely in Japan. User Licensee is authorized to start each specific market application as otherwise specifically authorized described in writing by Zentaris. In Article 1.6 only after mutual agreement between Macrovision and User Licensee on the event that AOI reasonably believes that Zentaris’ Know-How included specific market and the related service royalty unique to each specific market. 2.5.1 The exclusivity as described in Article 2.5 above is limited to the technology and application identified in the data package furnished Technical Specification date January 20 1995 (Appendix 5). This exclusivity does not apply outside of the Products and Resulting Technology to any individual Macrovision Anti-copy Protection Technology, PhaseKrypt Technology, CineGuard Technology and / or other technologies in a EMDES application within Japan. 2.5.2 The exclusivity of this license is dependent upon a signature date of this contract being no later than September 28, 1995 and the payment of the first installment provided for in Article 6.1 by Zentaris under this Section 2.5 is incompleteOctober 31, AOI shall provide written notice thereof to Zentaris, and Zentaris shall furnish corrected copies of Zentaris’ Know-How within 30 days after receipt of AOI’s written notice hereunder. Zentaris shall use its reasonable endeavors to answer all questions received from AOI regarding Zentaris’ Know-How as soon as reasonably possible after receipt. However, if Zentaris foresees that specific questions of AOI will invoke significant costs and expenses for Zentaris, Zentaris shall provide AOI with an estimate of such costs and expenses. In such event, Zentaris shall only be obliged to assist AOI if AOI agrees to refund Zentaris any costs and expenses incurred in providing such assistance1995. 2.6 Zentaris shall execute all documents User Licensee also hereby acknowledges and give all declarations regarding the licenses granted hereunder and reasonably cooperate with AOI at the costs of AOI agrees to the extent such documents, declarations and/or cooperation are required for the recordal or registration limited scope of the licenses license granted hereunder at the various patent offices in the Territory for the benefit of AOI. 2.7 Other than as permitted to User Licensee by this Section 2 and subject to any mandatory legal provisions which may apply, AOI Macrovision hereunder. User Licensee shall not knowingly develop, manufacture, sell, use, offer for sale or import utilize any of the Contract Products or Perifosine Macrovision Technology for any other application or purpose whatsoever, and shall not actively promote, or solicit orders for outside the sale of the Contract Products outside of the Territory, without the prior written authorization of Zentaris, which Zentaris may grant or withhold in its sole discretion.scope of