Common use of Grant of License Clause in Contracts

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject to the terms and conditions of this Agreement, an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby 3.1 The Product(s) are provided under license. Vendor grants to LICENSEE Customer, as a participating BOCES in the DREAM Consortium on behalf of Customer, and its Affiliatesto each other BOCES that is a participant in the DREAM Consortium, subject a non-assignable, non- transferable and non-exclusive license to utilize the Product(s) pursuant to the terms and conditions of this Agreementset forth herein. Vendor further grants to each individual school district that contracts for the Product(s) with BOCES through the DREAM Consortium by a non- assignable, an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease non-transferable and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to utilize the Product(s) pursuant to the specific country terms and conditions set forth herein. For purpose of the specific third party approved in LICENSOR’S requestlicenses granted by Vendor pursuant to this Agreement, Customer, each other BOCES, and each individual school district as described herein may also be referred to individually as a “Licensee” and collectively as “Licensees. 2.3 LICENSEE acknowledges that LICENSOR owns all right” Licensees shall not assign, title and sublicense or otherwise encumber or transfer the Product(s) without the prior written consent of the Vendor. Nothing herein shall act to transfer any interest in and the Product(s) to the Licensed Subject Matterany Licensee, and agrees that it will do nothing inconsistent with LICENSOR’S title to and ownership of the Licensed Subject MatterProduct(s) shall at all times remain with the Vendor. 3.2 Vendor may terminate the license granted to a Licensee under this Agreement if the Licensee fails to comply with any terms and conditions of this Agreement that are specifically applicable to that entity as a Licensee. Within five (5) days of receipt of such termination, and agrees that the Licensee shall return all use of the Licensed Marks by LICENSEE shall inure materials related to the benefit Product(s) and, to the extent applicable, arrange with Vendor to remove the Product(s) from the computers located at the Licensee’s sites or under the direct control of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 aboveLicensee. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees 3.3 Vendor warrants that it will do nothing inconsistent with LICENSEE’S ownership has full power and authority to grant the rights herein described. Vendor’s obligation and liability under this Section 3 shall be to obtain any authorization necessary to make effective the grant of license to Licensees to use the Licensed MarksProduct(s), in such a manner or method as determined by the Vendor, at the Vendor’s own cost and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marksexpense.

Grant of License. 2.1 LICENSOR (a) Subject to the terms of this Agreement and Hospital’s rights in Patent Rights, Hospital hereby grants to LICENSEE and its Affiliates, subject to Company in the terms and conditions of this Agreement, an exclusive worldwide license, with right of sublicense, to: License Field in the License Territory: (i) an exclusive, royalty-bearing license under its rights in Patent Rights to make, have made, use, offer for salehave used, sell, lease Sell and import products have Sold Products and services covered by or incorporating the Licensed Patents; and to Processes; (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense right to grant sublicenses under the rights granted herein upon written approval in Section 2.1(a)(i) to Sublicensees, provided that in each case Company shall be responsible for the performance of any obligations of Sublicensees relevant to this Agreement as if such performance were carried out by LICENSORCompany itself, which shall not including, without limitation, the payment of any royalties or other payments provided for hereunder, regardless of whether the terms of any sublicense provide for such amounts to be unreasonable withheldpaid by the Sublicensee directly to Hospital; and (iii) the nonexclusive right to use Technological Information disclosed by Hospital to Company hereunder in accordance with this Agreement. 2.2 Notwithstanding the licensed (b) The license granted in Section 2.12.1(a) above includes: (i) the right to grant to the final purchaser, LICENSOR may request on occasion that LICENSEE allow LICENSOR user or consumer of Products the right to use such purchased Products in a method coming within the scope of Patent Rights within the License Field and License Territory; and (ii) the right to grant a third party a license Distributor the right to Sell (i) but not to make, have made, use, offer use or have used) such Products and/or Processes for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing Company, its Affiliates and Sublicensees in a manner consistent with this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 aboveAgreement. 2.4 LICENSOR acknowledges (c) The foregoing license grant shall include the grant of such license to any Affiliate of Company, provided that LICENSEE owns all right, title such Affiliate shall assume the same obligations as those of Company and interest in and be subject to the Licensee Markssame terms and conditions hereunder; and further provided that Company shall be responsible for the performance of all of such obligations and for compliance with all of such terms and conditions by Affiliate. Company shall provide to Hospital a fully signed, non-redacted copy of each agreement with each Affiliate that assumes the aforesaid obligations, including all exhibits, attachments and agrees that it will do nothing inconsistent with LICENSEE’S ownership related documents and any amendments, within thirty (30) days of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marksrequest by Hospital.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject (a) Subject to the terms and conditions of this Agreement, an exclusive worldwide licenseMSCI grants to Licensee a non-transferable, with right of sublicensenon-exclusive, to: license (i) maketo use one or more of the Indexes as the basis, have madeor as a component, use, offer for sale, sell, lease of the Funds (in accordance with the restrictions set forth in Exhibit B) to sponsor the Funds; and import products (ii) to use and services covered by or incorporating refer to the Licensed PatentsIndexes and the Marks (in accordance with the restrictions set forth in Exhibit B) in the names of the Funds; to sponsor the Funds; and to (ii) use make such disclosure about the Licensed Marks and Licensed Works on Funds as Licensee deems necessary, electronically or otherwise, under any applicable laws, rules or regulations. Licensee shall not disseminate electronically or in connection with any other fashion to any third party any information related to the development, operation, distribution and/or promotion Indexes that is designated as “Confidential” or “Proprietary” by MSCI (except as provided in Paragraph 8(c) below). (b) Licensee shall have a right to sublicense any or all of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license hereunder to (i) make, any affiliate of Licensee; provided such affiliate will not have made, use, offer for sale, sell, lease the power to further sublicense those rights to any third parties other than to the Funds and import products and services covered by or incorporating the Licensed Patents; or to (ii) use any of the Licensed Marks Funds; provided the Funds will not have the further power to sublicense those rights to any third parties. Licensee shall require any such sublicensee to comply with Licensee’s obligations under this Agreement and Licensed Works on shall remain obligated under the terms of the Agreement with respect to any actions taken by the sublicensee pursuant to any sublicense. No further license shall be required from MSCI of any securities exchange, stock market or other entity to list and trade the Funds in connection accordance with the developmentterms and conditions set forth herein. (c) Unless otherwise agreed by the parties, operation, distribution and/or promotion Licensee will initiate appropriate regulatory filings with respect to each of the Game in Funds within 90 days after execution of this Agreement or after execution of an amendment to this Agreement. Within 30 days after receipt of any required regulatory approval for each of the Funds, Licensee will launch such Funds; provided, however, MSCI will not unreasonable withhold its consent to delay the launching of the Funds for a specific countrytiered roll-out. LICENSOR If (i) Licensee shall submit such request fail to LICENSEE in writing and LICENSEE initiate any filings for any Fund within said 90 day period, (ii) Licensee shall endeavor fail to respond in writing launch any Fund within ten said specified periods, or (10iii) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny if MSCI reasonably determines, after consultation with Licensee, that regulatory approval for any such request. In the event that LICENSEE grants LICENSOR’S requestFund is not likely to be received within a reasonable time period (taking into account such factors as past experiences for similar regulatory approvals), LICENSEE agrees MSCI may, as its exclusive remedy under this Agreement and upon written notice to transform Licensee, terminate the license granted in Section 2.1 above from an exclusive to a non-exclusive license hereunder with respect to the specific country and particular Index underlying such Fund. Licensee shall have no obligation to launch any Fund based on an Index. After a Fund is launched, Licensee may terminate the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to Fund or the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all Fund’s use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE an Index at any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 abovetime. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR UNIVERSITY hereby grants to LICENSEE and its AffiliatesAFFILIATES to the extent of the LICENSED TERRITORY a non-exclusive right and license to use UNIVERSITY TECHNOLOGY in the LICENSED FIELD, with the right to sublicense, subject to all the terms and conditions of this Agreement, LICENSE AGREEMENT. Nothing herein shall constitute a sale of the UNIVERSITY TECHNOLOGY. 2.2 UNIVERSITY hereby grants to LICENSEE and its AFFILIATES to the extent of the LICENSED TERRITORY an exclusive worldwide license, with right of sublicense, to: (i) and license under the PATENT RIGHTS to make, have made, use, offer for sale, sell, lease sell and import products LICENSED PRODUCTS in the LICENSED FIELD, with the right to sublicense, subject to all the terms and services covered by or incorporating conditions of this LICENSE AGREEMENT. 2.3 UNIVERSITY reserves the Licensed Patents; right to practice under the PATENT RIGHTS, to use UNIVERSITY TECHNOLOGY, and to make, use and provide LICENSED PRODUCTS for, in each and every case, its own internal, not-for-profit research, public service, teaching and educational purposes, without payment of royalties, provided that the exercise of such reserved rights by UNIVERSITY shall not (i) be on behalf of, sponsored with funding received from, or subject to any intellectual property rights granted to any commercial third party nor (ii) include any human use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon clinical administration without prior written approval by LICENSORfrom LICENSEE. Furthermore, which UNIVERSITY shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1free to publish UNIVERSITY TECHNOLOGY as it sees fit, LICENSOR may request on occasion provided that LICENSEE allow LICENSOR to grant a third party a license to (i) makeUNIVERSITY shall provide LICENSEE with a manuscript of any proposed paper or an abstract of any proposed presentation describing any INVENTIONS, have madeIMPROVEMENTS, or technology claimed or described in the patents and patent applications included in the PATENT RIGHTS at least [***] ([***]) days prior to its submission for publication or presentation and (ii) as reasonably requested by LICENSEE, UNIVERSITY shall instruct its patent counsel to make such patent filings or conduct the prosecution of the patents and patent applications included in the PATENT RIGHTS as appropriate prior to publication or presentation of such material to prevent the loss of any rights granted under this LICENSE AGREEMENT. 2.4 UNIVERSITY may transfer (i) any materials incorporating UNIVERSITY TECHNOLOGY or any of the INVENTIONS or (ii) any materials whose manufacture, use, offer or practice would infringe any of the PATENT RIGHTS to nonprofit, academic research institutions for saletheir own internal, sellnot-for-profit, lease research, teaching, and import products educational purposes upon such institution’s execution of a Material Transfer Agreement with UNIVERSITY in a form substantially similar to that attached hereto as Appendix B (any such material transfer agreement entered into, a “Material Transfer Agreement”), provided that (1) any such third party’s use of, or research concerning, such materials shall not (a) be on behalf of, sponsored with funding received from, or subject to any intellectual property rights granted to any commercial third party nor (b) include any human use or clinical administration without prior written approval of UNIVERSITY and services covered by LICENSEE and (2) the UNIVERSITY shall provide written notification to LICENSEE of any such transfer of materials identifying the party to whom such materials were transferred and the materials transferred. UNIVERSITY shall promptly notify LICENSEE in writing in the event they receive (i) disclosure of any INVENTION (as defined in the Material Transfer Agreement) or incorporating the Licensed Patents; or to (ii) a copy of any proposed manuscript describing, referencing, or including the results of any use of materials transferred under any Material Transfer Agreement from any third party research institution pursuant to any Material Transfer Agreement, and shall include with such notice to LICENSEE a copy of such disclosure or manuscript. 2.5 Notwithstanding the Licensed Marks foregoing, any and Licensed Works on or in connection with all licenses and other rights granted hereunder are limited by and subject to the development, operation, distribution and/or promotion rights and requirements of the Game in a specific countryUnited States Government which arise out of its sponsorship (if any) of the research which led to the conception or reduction to practice’ of the INVENTIONS covered by PATENT RIGHTS. LICENSOR shall submit such request To the extent applicable due to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In sponsorship, the event that LICENSEE grants LICENSOR’S requestUnited States Government is entitled, LICENSEE agrees to transform as a right, under the license granted in Section 2.1 above from an exclusive provisions of 35 U.S.C. §§ 200-212 and applicable regulations of Title 37 of the Code of Federal Regulations, to a non-exclusive exclusive, nontransferable, irrevocable, paid-up license with respect to practice or have practiced for or on the specific country behalf of the United States Government any of the PATENT RIGHTS throughout the world and the specific third party approved in LICENSOR’S requestLICENSEE agrees to comply and require compliance therewith. 2.3 2.6 Nothing herein grants to UNIVERSITY from LICENSEE acknowledges that LICENSOR owns all right, title and any right or interest in and to the Licensed Subject Matterany JOINT INVENTIONS or any related patent rights owned by LICENSEE, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks or in any other intellectual property conceived or made by LICENSEE shall inure to the benefit of and be or on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as unless set forth in Section 2.1 above. 2.4 LICENSOR acknowledges a separate agreement between the Parties. To the extent that LICENSEE owns all right, title and interest in and a JOINT INVENTION no longer includes any inventors with an obligation to assign their rights to the Licensee MarksUNIVERSITY, such JOINT INVENTION and agrees that it will do nothing inconsistent with LICENSEE’S ownership any related PATENT RIGHTS shall no longer be considered owned by the UNIVERSITY but shall be and hereby are automatically and without further action on the part of any inventors, the Licensed Marks, UNIVERSITY or LICENSEE assigned to and agrees that all use of the Licensee Marks owned exclusively by LICENSEE and no longer shall inure be subject to the benefit terms of and be on behalf of LICENSEEthis AGREEMENT. LICENSOR agrees that nothing The Parties agree to amend the Patent Rights to reflect such change in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marksownership.

Grant of License. 2.1 LICENSOR Licensor hereby grants Licensee the right to LICENSEE and its Affiliates, subject to the terms and conditions of this Agreement, an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the name, approved photograph, likeness, and biographical data of Licensor (the "Licensed Marks and Licensed Works on or Subject Matter") in connection with the development, operationmanufacture, distribution and/or promotion distribution, promotion, and sale of the GameProduct ("the License"). LICENSEE may sublicense This License shall be effective worldwide from May 1, 1999 through and including June 30, 2000 (the rights granted herein upon written approval by LICENSOR"Term"), which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted unless terminated in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection accordance with the development, operation, distribution and/or promotion terms and conditions of the Game in a specific countryParagraphs 8 or 9 below. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect Subject to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges above provisions, Licensee agrees that LICENSOR owns Licensor shall retain all right, title and interest rights in and to the Licensed Subject MatterMatter and, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of whether during the Term or any extension thereof, Licensor shall not be prevented from using, permitting, and/or licensing others to use the Licensed Subject MatterMatter in connection with the advertisement, promotion, and/or endorsement of any product or service except for ready-to-eat cereal. Licensee acknowledges that Licensor has a valid, existing, worldwide endorsement agreement, which grants exclusive rights to NIKE, Inc. in connection with shoes and apparel (the "NIKE Agreement"). Pursuant to the NIKE Agreement, Licensor is permitted to grant Licensee the right to produce, manufacture, distribute, and sell Licensor approved t-shirts and hats bearing the logo for "Zo's Summer Groove," a charity event run by Licensor (the "Apparel Products"), so long as the Apparel Products are manufactured by NIKE, Inc. Accordingly, Licensor hereby grants Licensee the right to produce, manufacture, distribute, and sell the Apparel Products, provided that such Apparel Products are sold exclusively on the back and side panels of the packaging of the Product ("Apparel Products"). Licensee agrees that any and all use Apparel Products shall contain a logo for "Zo's Summer Groove," as well as the logo for the food Product produced. Prior to any manufacture, promotion, sale, advertisement, and/or distribution of the Licensed Marks by LICENSEE shall inure Apparel Products, Licensee agrees to the benefit of and be on behalf of LICENSORsubmit such Apparel Products to FAME (Attn: ▇▇▇▇▇ ▇▇▇), for their prior written approval. LICENSEE Licensee agrees not to manufacture, promote, sell, advertise, and/or distribute any Apparel Products without written approval from FAME. Licensee further agrees that nothing in this Agreement Licensee shall give LICENSEE be responsible for any rightand all costs associated with the manufacture, title or interest in promotion, sale, advertisement, and/or distribution of the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee MarksApparel Products, and agrees that it will do nothing inconsistent Licensor shall bear no costs whatsoever in connection with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed MarksApparel Products.

Grant of License. 2.1 LICENSOR (a) Subject to the terms of this AGREEMENT, HOSPITAL hereby grants to LICENSEE and its Affiliates, subject to COMPANY in the terms and conditions of this Agreement, an exclusive worldwide license, with right of sublicense, to: LICENSE FIELD in the LICENSE TERRITORY for the LICENSE TERM: (i) an exclusive, royalty-bearing license under PATENT RIGHTS to make, have made, use, offer for salehave used, sell, lease offer to sell, have sold, and import products and services covered by or incorporating the Licensed Patents; TRANSFER PRODUCTS and to use, have used, otherwise practice and have practiced and TRANSFER PROCESSES; (ii) the nonexclusive right to disclose, use and transfer TECHNOLOGICAL INFORMATION disclosed by HOSPITAL to COMPANY hereunder; and (iii) the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense right to grant sublicenses under the rights granted herein upon written approval in Section 2.1(a)(i) and 2.1(a)(ii) to SUBLICENSEES, provided that in each case COMPANY shall be responsible for the performance of any obligations of SUBLICENSEES relevant to this AGREEMENT as if such performance were carried out by LICENSORCOMPANY itself, which shall not including, without limitation, the payment of any royalties or other payments provided for hereunder, regardless of whether the terms of any sublicense provide for such amounts to be unreasonable withheldpaid by the SUBLICENSEE directly to HOSPITAL. 2.2 Notwithstanding the licensed (b) The licenses granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR 2.1(a) above include the right to grant to the purchaser of PRODUCTS from COMPANY, AFFILIATES and SUBLICENSEES the right to use such purchased PRODUCTS in a third party a method coming within the scope of PATENT RIGHTS and TECHNOLOGICAL INFORMATION. ▇▇▇▇▇▇▇-MGH License Agreement, Execution Version (c) The foregoing license grant shall include the grant of said license to (i) makeany AFFILIATE of COMPANY, have made, use, offer for sale, sell, lease provided that such AFFILIATE shall assume the same obligations as those of COMPANY and import products be subject to the same terms and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks conditions hereunder and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days further provided that COMPANY shall be deemed responsible for the performance by said AFFILIATE of said obligations and for compliance by said AFFILIATE with said terms and conditions. COMPANY shall provide to HOSPITAL a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S requestfully signed, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license redacted copy of each agreement with respect to each AFFILIATE that assumes the specific country aforesaid obligations, including all exhibits, attachments and the specific third party approved in LICENSOR’S requestrelated documents and any amendments, within thirty (30) days of request by HOSPITAL. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR (a) Subject to the terms and conditions hereinafter set forth, and subject to any rights of the U.S. Government pursuant to Title 35 of the United States Code ss.200 et seq., NYU hereby grants to LICENSEE CORPORATION and its AffiliatesCORPORATION hereby accepts from NYU the License. (b) The License granted to CORPORATION in Section 7(a) hereto shall commence upon the Effective Date and shall remain in force on a country-by-country basis, if not previously terminated under the terms of this Agreement, for fifteen (15) years from the Date of First Commercial Sale in such country or until the expiration date of the last patent within the NYU Patents in any such country to expire, whichever shall be later CORPORATION shall inform NYU in writing of the Date of First Commercial Sale with respect to each Licensed Product in each country as soon as practicable after the making of each such first commercial sale. (c) CORPORATION shall be entitled to grant sublicenses under the License on terms and conditions in compliance and not inconsistent with the terms and conditions of this Agreement (except that the rate of royalty may be at higher rates than those set forth in this Agreement) (i) to a Corporation Entity or (ii) to other third parties for consideration and in an arms-length transaction. All sublicenses shall only be granted by CORPORATION under a written agreement, a copy of which shall be provided by CORPORATION to NYU as soon as practicable after the signing thereof. Each sublicense granted by CORPORATION hereunder shall be subject and subordinate to the terms and conditions of this Agreement, an exclusive worldwide license, with right of sublicense, to: License Agreement and shall contain (iinter-alia) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to following provisions: (ii1) use the Licensed Marks and Licensed Works sublicense shall expire automatically on or in connection with the development, operation, distribution and/or promotion termination of the Game. LICENSEE may License; (2) the sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld.assignable, in whole or in part; 2.2 Notwithstanding (3) the licensed granted sublicensee shall not grant further sublicenses, except that a sublicensee may grant a further sublicense solely for purposes of effecting distribution of Licensed Products to end users on the same terms required for sublicenses under this Section 7(c); (4) both during the term of the sublicense and thereafter the sublicensee shall agree to a confidentiality obligation similar to that imposed on CORPORATION in Section 2.111 below, LICENSOR may request and that the sublicensee shall impose on occasion its employees, both during the terms of their employment and thereafter, a similar undertaking of confidentiality; and (5) the sublicense agreement shall include the text of Sections 13 and 14 of this Agreement and shall state that LICENSEE allow LICENSOR to grant a NYU is an intended third party a license to (i) make, have made, use, offer beneficiary of such sublicense agreement for sale, sell, lease the purpose of enforcing such indemnification and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestinsurance provisions. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject Subject to the terms and conditions of this Agreement, LSU hereby grants to LICENSEE an exclusive worldwide licenseroyalty-bearing license under the PATENT RIGHTS, with the right of sublicenseto grant sublicenses, to: (i) in the FIELD OF USE, in the TERRITORY, to make, have made, import, use, have used, offer for sale, sell, lease and import products have sold LICENSED PRODUCTS and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheldLICENSED PROCESSES. 2.2 Notwithstanding The license granted to LICENSEE shall extend to an AFFILIATE of LICENSEE as well, provided that LSU first receives written notice, signed by the licensed granted in Section 2.1AFFILIATE, LICENSOR stating that the AFFILIATE agrees to be solidarily (i.e., jointly and severally) bound with LICENSEE for all obligations owed to LSU under the Agreement arising from the relevant activities of that AFFLIATE. The rights of an AFFILIATE under the Agreement shall terminate if LICENSEE’s rights under the Agreement terminate. An AFFILIATE may request not sublicense, assign, or otherwise transfer any rights under the Agreement. 2.3 LSU retains the right, on occasion that LICENSEE allow LICENSOR behalf of itself and all other non-profit academic research institutions to practice under the PATENT RIGHTS for any educational, non-commercial purpose, including sponsored research and collaborations; provided that, without LICENSEE’s prior written consent, LSU shall not grant a third any other party a license any rights to (i) make, have made, use, offer practice under the PATENT RIGHTS for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion commercial purposes. 2.4 This Agreement shall extend until expiration of the Game last-to-expire of the PATENT RIGHTS, unless sooner terminated as provided in another specific article of this Agreement. 2.5 In a specific country. LICENSOR shall submit such request to LICENSEE particular PATENT COUNTRY, in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that: (1) all issued claims within PATENT RIGHTS are judicially held invalid or unenforceable; and (2) no claims within PATENT RIGHTS are still pending in any application; and (3) all applicable appeals and appeal delays have run; then thereafter, in that LICENSEE grants LICENSOR’S requestcountry, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest become fully paid-up and royalty-free. 2.6 Nothing in the Licensed Subject MatterAgreement shall be construed as granting by implication, estoppel, or otherwise any licenses or rights under any patents, patent applications, or know how other than the express license as set forth under the PATENT RIGHTS granted in Section 2.1 aboveParagraph 2.1, regardless of whether such patents, patent applications, or know how are dominant of or subordinate to any rights within the PATENT RIGHTS. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject Subject to the terms and conditions of limitations set forth in this Agreement, Licensors hereby grant to Licensee, which accepts an exclusive worldwide licenselicense for the use of Data to develop, with right of sublicense, to: (i) make, have made, use, offer for saleand sell or otherwise distribute Products, sellincluding the use of Data to obtain agencies’ authorization to develop and commercialize the Products, lease within the Field and import products and services covered by or incorporating in the Licensed Patents; and Territory. Licensee agrees not to (ii) use the Licensed Marks and Licensed Works on Data outside the Field. By this Agreement, no license is granted by Licensors to Licensee, either expressly or in connection with by implication, estoppel, or otherwise other than under the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheldData. 2.2 Notwithstanding It is hereby understood that each Licensors retain the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR perpetual right to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks results resulting from the Collaboration Agreement signed between AFM, INSERM, GENETHON and Licensed Works UPMC on or in connection with the developmentNovember 1, operation2009 as amended on April 20, distribution and/or promotion 2011 for research, teaching, and educational purposes, without payment of the Game in a specific country. LICENSOR shall submit such request compensation to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestLicensee. 2.3 LICENSEE Licensee acknowledges that LICENSOR owns all rightneither it nor its Sub licensees, title and interest in and distributors or any third party to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership whom sales of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure Products are made pursuant to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE have any right, title or interest whatsoever in the Licensed Subject MatterData. The license granted to Licensee in Article 2.1 herein includes the right for Licensee to grant sublicenses to Sub licensees in the Field for the purpose of developing, other than using, manufacturing and commercializing the license as Products, including the use of Data to obtain agencies’ authorization to develop and commercialize the Products, within the Field and in the Territory subject to term and termination set forth in Section 2.1 aboveArticles 4 and 11 hereinafter. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership None of the Licensed Marks, and agrees that all use provisions of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR be deemed to constitute a partnership between the Parties and no Party shall have any authority to bind any other Party in any way except as provided in this Agreement. As soon as Licensors identify any new possible application of commercial interest of the Data, outside the Field set forth in this Agreement, Licensors will propose to Licensee to enter in good faith negotiations for a license. In case of non-response by the Licensee during [**] months, or if during [**] months after this proposal, after good faith negotiations between the Parties, no license agreement has been executed between the Licensee and the Licensors, the parties will have no further obligation under this grant of first Look right, title or interest except the requirements of non-disclosure, and Licensors shall be free to license its rights to third party for this new application of the Data outside the Field set forth in the Licensed Marksthis Agreement.

Grant of License. 2.1 LICENSOR (a) Bellicum hereby grants to LICENSEE ARIAD a non-exclusive, royalty-free (subject only to Section 2.2.1(b)) license, including the right to grant sublicenses, under the Bellicum Patent Rights and its AffiliatesBellicum Technology, and Bellicum’s interest in any Improvements, to develop, make, have made, use, have used, sell, offer for sale, have sold, import, have imported, export and have exported ARIAD Products (including products comprising or utilizing AP1903) for any and all uses outside of the Licensed Field, subject to the terms and conditions of this Agreement. In no event will ARIAD practice any Bellicum Patent Rights or Bellicum Technology, or Bellicum’s interest in any Improvements (excluding any Improvements licensed to Bellicum and ARIAD by […***…] that cover any of the […***…]-ARIAD MTA Technologies), for any use within the Licensed Field or to sell, offer for sale, have sold, import, have imported, export and have exported any ARIAD Product (including any product comprising or utilizing AP1903) for any use outside of the Licensed Field, if such ARIAD Product is the same (for regulatory purposes) as any Licensed Product listed on Schedule B pursuant to Section 3.2.1 prior to ARIAD’s commencement of the development thereof and that is being developed or commercialized to ARIAD’s knowledge by Bellicum or any of its Affiliates or Sublicensees for any use within the Licensed Field (an exclusive worldwide license“Existing Bellicum Product”). In the event that Bellicum has not filed an IND for a particular Licensed Product within […***…] after such Licensed Product is listed on Schedule B, with right of sublicensethen the foregoing prohibition shall not apply to such Licensed Product. Notwithstanding the foregoing, to: (i) ARIAD shall be free to develop, make, have made, use, offer for salehave used, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, have sold, import, have imported, export and have exported, any Dimerizer for any purpose without restriction, except that ARIAD shall not sell, lease and import products and services offer for sale, have sold, import, have imported, export or have exported any Dimerizer covered by Bellicum Patent Rights that is specifically labeled by ARIAD for use with an Existing Bellicum Product. (b) If any Bellicum Patent Rights or incorporating Bellicum Technology licensed to Bellicum by any Third Party would require payment to such Third Party upon ARIAD’s practice thereof pursuant to the Licensed Patents; license granted under this Section 2.2.1, then Bellicum shall so notify ARIAD in writing promptly after obtaining the license. ARIAD may, by written notice to Bellicum provided at any time prior to the First Commercial Sale of any ARIAD Product utilizing the subject matter of the Bellicum Patent Rights or Bellicum Technology licensed to Bellicum by the Third Party, (i) elect to accept the license to such Bellicum Patent Rights or Bellicum Technology, in which case, ARIAD shall be responsible for making any payment to such Third Party resulting from ARIAD’s practice of such Bellicum Patent Rights or Bellicum Technology pursuant to the license granted under this Section 2.2.1 and shall provide Bellicum written notice confirming that it has made such payments (and, if it fails to make any such payment in accordance with the terms of the agreement with such Third Party, the license to such Bellicum Patent Rights or Bellicum Technology under this Section 2.2.1 shall terminate), or (ii) use elect to decline the Licensed Marks license to such Bellicum Patent Rights or Bellicum Technology (and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial to decline the license to such Bellicum Patent Rights or Bellicum Technology if it does not provide Bellicum written notice of LICENSOR’S request. LICENSEE its election as set forth above), in which case such Bellicum Patent Rights or Bellicum Technology shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform be excluded from the license granted in to ARIAD under this Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request2.2.1. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby grants 3.1 Subject to LICENSEE and its Affiliates, subject to the compliance of all terms and conditions of set forth in this Agreement, an LICENSORS hereby grant, and LICENSEE accepts: 3.1.1 An exclusive worldwide license, with right of sublicense, to: (i) license throughout the Licensed Territory under the Licensed Patent Rights to make, have made, use, offer for sale, sell, lease have sold, or import Licensed Products and import products Licensed Services (as applicable), and services covered by or incorporating to practice Licensed Methods in the Licensed PatentsField of Use; and to (ii) use and 3.1.2 An exclusive license throughout the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR Territory to grant a third party a license use Material to (i) make, have made, use, offer for sale, sell, lease have sold, or import Licensed Products and import products Licensed Services, and services covered by or incorporating to practice Licensed Methods in the Licensed Patents; or Field of Use. LICENSEE acknowledges that REGENTS is and will remain the sole owner of Material and the title to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request Material is not transferred to LICENSEE under this Agreement. 3.1.2.1 REGENTS shall provide LICENSEE [***] of Material in writing and LICENSEE shall endeavor to respond in writing within ten (10) business daysquantities deemed appropriate by REGENTS inventor ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇. Failure No additional obligation is required of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license REGENTS with respect to the specific country provision of additional quantities of Material 3.1.3 LICENSEE may exercise its rights and the specific third party approved in LICENSOR’S requestlicenses hereunder through its Affiliate(s); provided that LICENSEE shall be fully responsible for such Affiliate(s)’ compliance with this Agreement. 2.3 3.2 LICENSORS grant to LICENSEE acknowledges the right to grant sublicenses to third parties, provided that LICENSOR owns (i) the Sublicensee agrees to abide by all right, title terms and interest in conditions of this Agreement; (ii) LICENSEE remains fully liable for the performance of its and its Sublicensee’s obligations hereunder; [***] (iv) no such sublicense will relieve LICENSEE of its obligations under Article 7 hereof to exercise its own commercially reasonable and diligent efforts to develop and market Licensed Products throughout the Licensed Subject MatterTerritory. 3.2.1 Upon termination of this Agreement for any reason, and agrees all sublicenses that it will do nothing inconsistent are granted by LICENSEE pursuant to this Agreement where the Sublicensee is in compliance with LICENSOR’S ownership its sublicense agreement as of the Licensed Subject Matterdate of such termination will remain in effect and will be assigned to LICENSORS, and agrees except that all use of the Licensed Marks by LICENSEE shall inure LICENSORS will not be bound to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE perform any right, title duties or interest in the Licensed Subject Matter, other than the license as obligations set forth in Section 2.1 aboveany sublicenses that extend beyond the duties and obligations of LICENSORS set forth in this Agreement. 2.4 LICENSOR acknowledges that 3.3 All rights granted by LICENSORS to LICENSEE owns all right, title and interest in and under this Agreement are subject to the Licensee Marksrequirements of 35 U.S.C. 200 et seq., as amended, and agrees that it will do nothing inconsistent with LICENSEE’S ownership implementing regulations and policies. Without limitation of the Licensed Marksforegoing, and LICENSEE agrees that all use of the Licensee Marks shall inure that, to the benefit extent required under applicable law, any Licensed Product used, sold, rented or leased by LICENSEE, an Affiliate or Sublicensee in the United States will be manufactured substantially in the United States subject to any waiver available under applicable laws. If requested by LICENSEE, LICENSORS agree to provide reasonable assistance applying for such waiver. 3.4 All rights granted by LICENSORS to LICENSEE are further subject to the paid-up, non-exclusive, irrevocable licenses reserved by HHMI to make and use the Invention for its research purposes. Such licenses reserved by HHMI specified in Section 1.8 of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any rightdo not include the right to sublicense others. Moreover, title or interest the licenses granted to LICENSEE hereunder are also subject to the National Institutes of Health “Principles and Guidelines for Recipients of NIH Research Grants and Contracts on Obtaining and Disseminating Biomedical Research Resources” set forth in the Licensed Marks64 F.R. 72090 (Dec. 23, 1999) and HHMI’s statement policy of research tools (see ▇▇▇.▇▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇/▇▇▇▇▇▇▇▇.▇▇▇▇).

Grant of License. 2.1 LICENSOR hereby (a) Licensor grants to LICENSEE Licensee, and Licensee accepts from Licensor, on the terms and conditions stated herein, an exclusive (even as to Licensor and Licensor's Affiliates) right and license, with the right to sublicense, under the Patents and Technology to market, use and sell the Product in the Territory; provided, however, that Licensee will only sublicense Product containing progesterone in a concentration of eight percent (8%) after prior consultation with Licensor. Licensor grants to Licensee, and Licensee accepts from Licensor, on terms and conditions stated herein, a nonexclusive right and license with the right to sublicense its AffiliatesAffiliates under the Patents and Technology to make and/or have made the Product anywhere in the world, subject but only for use or sale in the Territory. (b) [INTENTIONALLY OMITTED]. (c) Licensor's retained rights in the Territory in connection with the Product shall include only those rights under the Patents and Technology to make, have made and use the Product as necessary for Licensor to fulfill its commitments now or in the future with respect to this Agreement and with respect to its licensees who market the Product outside the Territory, to otherwise operate its business (it being understood that Licensor, its Affiliates and other licensees shall not sell, use or market the Product within the Territory), and to make, have made, use, market and sell the Product, itself or through its Affiliates or licensees, outside the Territory. (d) Licensor shall not, and shall cause its Affiliates and licensees not to use the Trademarks and Licensee Domain Names outside the Territory. For the avoidance of doubt, Licensor is free to use the Licensor Trademark and Licensor Domain Names outside the Territory, and to use the Licensor Trademark in the Territory solely to manufacture, have manufactured, package, label, and export the Products for sale outside the Territory in accordance with the terms and conditions of this Agreement. (e) Licensee may, an at any time, request from Licensor, and Licensor agrees to grant directly to any party in any country of the Territory exclusive worldwide licenselicense rights consistent with those granted to Licensee herein. Accordingly, with right upon receipt of sublicenseLicensee's request, to: (i) make, have made, use, offer for sale, sell, lease Licensor shall enter into and import products and services covered by sign a separate direct license agreement or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection agreements with the developmentcompanies designated by Licensee in the request. All direct agreements shall be prepared by Licensee. In the absence or upon the expiration of laws and regulations to the contrary, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which terms and conditions thereof shall not be unreasonable less favorable by Licensor than those contained in this Agreement and shall be similar to the terms and conditions contained in this Agreement. Such agreements must be approved by Licensor, which approval shall not be unreasonably withheld. In those countries in which the validity of such a direct license agreement requires prior governmental approval or registration, such direct license agreement shall not be binding or have any force or effect until the required governmental approval or registration has been granted. Incidental out-of-pocket costs incurred by Licensor in the renegotiation of this Agreement, the execution of direct license agreements and matters pertaining thereto shall be for the account of Licensee, when prior approved by Licensee. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (if) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform any local government would request or local regulations would require that the license granted regulatory approval for the Product be held in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges name of Licensee or should it reasonably appear that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matterregistration for the Product by Licensee would facilitate regulatory approval, and agrees that all use then Licensor, upon the request of the Licensed Marks by LICENSEE Licensee, shall inure transfer to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of regulatory approval for the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title Product for such country or interest in the Licensed Markscountries.

Grant of License. 2.1 LICENSOR (a) Licensor hereby grants to LICENSEE Licensee an exclusive, non-transferable, license for use in the Territory, with a limited right of sublicense, as set forth in Section 2.1(e) below, to allow the Licensee to use the Intellectual Property to make, use, and apply the Technology in the course of Licensee’s business, which, in the absence of the License, would infringe Licensor’s intellectual property; (b) Except for the rights granted pursuant to the License, Licensor shall retain all rights, title and interest to the Technology; (c) Licensee shall be responsible for all of the testing and improvements to the Technology; (d) Licensor shall retain all rights to the Improvements, but such Improvements shall also be a part of the License; (e) Licensee shall have the right to offer limited royalty-bearing sublicenses to third parties where such third parties are in a position to commercialize the Technology in ways that Licensee cannot accomplish in a competitive manner. Licensee shall pay Licensor one percent (1.0%) of all royalties and fees received from such third parties. If Licensee receives any non-cash consideration as part of the sublicense consideration (including equity in sublicensee or other entities), Licensor shall have the option to take its Affiliatesportion of the sublicense consideration in kind or in cash based on the fair market value of the non-cash consideration as of the date of receipt by Licensee wherein the fair market value as determined by Licensee’s independent accounting advisors shall equal the cash consideration an unaffiliated, unrelated buyer would pay in an arm’s length sale of a substantially identical item sold in the same quantity, under the same terms, and at the same time and place. Such right to sublicense is subject to the following conditions: (i) In each sublicense agreement, the sublicensee will be subject to the terms and conditions of the license granted to Licensee under this Agreement, an exclusive worldwide licenseand the sublicensee will be prohibited from either assigning its sublicense or granting further sublicenses, with right without first obtaining approval from Licensor; provided, however, that in the event that such further sublicense is approved, any fee or other consideration paid to sublicensee in consideration of sublicensesuch sub-sublicense will be treated as sublicense consideration as if the sub-sublicensee were a sublicensee. Nevertheless, to: (i) makeLicensee may set royalty or other payments at its discretion for its sublicensees, have made, use, offer for sale, sell, lease and import products and services covered by as long as the applicable royalties or incorporating other payments of its sublicensees are not more favorable to the Licensed Patents; and to sublicensee than the corresponding terms of this Agreement. (ii) use Licensee will forward to Licensor, within thirty (30) days following its execution, a fully executed, complete, and accurate copy written in the Licensed Marks English language of each sublicense agreement granted under this Agreement. Licensor’s receipt of such sublicense agreement will not constitute a waiver of any of Licensor’s rights or Licensee’s obligations under the Agreement. (iii) Notwithstanding any such sublicense agreement, Licensee will remain primarily liable to Licensor for all of Licensee’s duties and Licensed Works on obligations contained in the Agreement, and any act or in connection with the development, operation, distribution and/or promotion omission of a sublicensee that would be a breach of the Game. LICENSEE may sublicense the rights granted herein upon written approval Agreement if performed by LICENSOR, which shall not Licensee will be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR deemed to grant be a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered breach by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion Licensee of the Game Agreement. Each sublicense agreement will contain a right of termination by Licensee in the event that the sublicensee breaches the payment obligations affecting Licensor or any other material terms and conditions of the sublicense agreement that would constitute a specific country. LICENSOR shall submit breach of the terms and conditions of the Agreement if such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such requestacts were performed by Licensee. In the event of such sublicensee breach, and if after a reasonable opportunity to cure as provided in any such sublicense agreement, such sublicensee fails to cure such sublicensee breach, then Licensee will terminate the sublicense agreement unless Licensor agrees in writing that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestsuch sublicense agreement need not be terminated. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership (iv) Upon termination of the Licensed Subject MatterAgreement for any reason, all sublicense agreements will, at Licensor’s option, be (i) assigned to and agrees that all use of the Licensed Marks assumed by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any rightLicensor, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above(ii) terminated. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR (a) Pursuant to the terms and conditions of this Agreement, Licensor hereby grants to LICENSEE Licensee the exclusive right and its Affiliateslicense, during the term of this Agreement, to use the Licensed Marks (other than the Domain Names) in the Territory solely for the offer and sale of (i) Authorized Brokerage Services and (ii) subject to Section 2.3, Authorized Ancillary Services (collectively, “Authorized Services”), and not in connection with any other product or service of any kind (including any related product or service). (b) Pursuant to the terms and conditions of this Agreement, including Section 2.3, Licensor hereby grants to Licensee the exclusive right and license to grant sublicenses, none for a term that extends beyond the then-current term of this Agreement, of the rights and licenses granted pursuant to the terms and conditions of Section 2.1(a) solely to any (i) Company Affiliate only for so long as it is a Company Affiliate, (ii) Owned Office only for so long as it is an Owned Office, (iii) Broker Affiliate of Licensee only for so long as it is a Broker Affiliate of Licensee and (iv) franchisee of Licensee or any Company Affiliate (other than any franchisee that is a Company Affiliate) that offers and sells Authorized Brokerage Services (“Franchisee”) only for so long as it is a Franchisee, but in each case only for the offer and sale of Authorized Services in the Territory. For the avoidance of doubt, a Company Affiliate that has received a sublicense hereunder may in turn further sublicense the Licensed Marks to any Owned Office, Broker Affiliate or Franchisee set forth in clauses (ii), (iii) or (iv) of the preceding sentence, subject to the terms and conditions of this Agreement. (c) Pursuant to the terms and conditions of this Agreement, an including Section 2.4, Licensor hereby grants to Licensee the exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks (other than the Domain Names) in its or its Affiliates’ corporate, trade or assumed name during the term of this Agreement, and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license sublicenses of such right to any (i) makeCompany Affiliate only for so long as it is a Company Affiliate, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use Owned Office only for so long as it is an Owned Office, (iii) Broker Affiliate of Licensee only for so long as it is a Broker Affiliate of Licensee and (iv) Franchisee only for so long as it is a franchisee of Licensee, but in each case only for the Licensed Marks offer and Licensed Works on or sale of Authorized Services in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestTerritory. 2.3 LICENSEE acknowledges (d) The parties acknowledge that LICENSOR owns all right, title and interest the rights of Licensor in and to the Licensed Subject MatterSIR ▇▇▇▇ in Israel are pursuant to a sublicense from Sotheby’s (UK), and agrees that it will do nothing inconsistent with LICENSOR’S ownership of a Licensor Affiliate, for the Licensed Subject Matter, and agrees that all use of period from the Licensed Marks by LICENSEE shall inure Effective Date until such time as the registration for the SIR ▇▇▇▇ in Israel is transferred to an Eligible SPV pursuant to the benefit terms and conditions of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above10.9. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject Subject to the terms and conditions of this Agreement, MICHIGAN hereby grants to LICENSEE an exclusive worldwide licenselicense under the PATENT RIGHTS, in the EXCLUSIVE FIELD OF USE and a co-exclusive license in the CO-EXCLUSIVE FIELD OF USE, both such licenses with the right of sublicenseto grant sublicenses through multiple tiers and the TERRITORY to research, to: (i) develop, make, have made, import, use, market, offer for sale, sell, lease sale and import products and services covered by or incorporating the Licensed Patents; sell LICENSED PRODUCTS and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheldpractice LICENSED PROCESSES. 2.2 Notwithstanding MICHIGAN agrees that, during the licensed granted in Section 2.1first five years from the Effective Date, LICENSOR may request on occasion that LICENSEE allow LICENSOR it will not discuss, enter into negotiations for, or grant to grant a third party any Third Party a license to (i) makeunder Co-Exclusive Patent Rights, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating without first offering the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request right to LICENSEE to obtain such rights by providing written notification to LICENSEE. Within [***] days after receiving such notification, LICENSEE shall notify MICHIGAN in writing and LICENSEE shall endeavor as to respond in writing within ten whether it desires to obtain a license under [***]=CERTAIN CONFIDENTIAL INFORMATION OMITTED such inventions (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such requestthe “Notification Period”). In the event LICENSEE does not notify MICHIGAN of its desire to obtain such license by the end of the Notification Period, or if LICENSEE provides MICHIGAN with written notification at any time prior to the end of the Notification Period that it does not wish to obtain such license, then MICHIGAN shall have the right to provide such license to a Third Party without further obligation to LICENSEE. If LICENSEE grants LICENSOR’S notifies MICHIGAN of its desire to obtain such license within such Notification Period, then, promptly after MICHIGAN’s receipt of LICENSEE’s notification, the Parties shall negotiate in good faith, for a period of [***] months after MICHIGAN’s receipt of such notice (the “Negotiation Period”), an amendment to this License Agreement governing the terms and conditions under which LICENSEE would obtain such expanded rights. In the event the Parties, despite good faith negotiations, are unable to enter into such agreement within such Negotiation Period, then MICHIGAN shall have the right to grant rights to the invention to a Third Party on terms that, taken as a whole, are no more favorable to MICHIGAN than those last offered by LICENSEE. 2.3 Without limiting any other rights it may have, MICHIGAN specifically reserves the right to practice the PATENT RIGHTS for its internal non-commercial research (i.e., not sponsored research for or collaboration with for-profit entities), public service, and/or educational purposes, and the right to grant the same limited rights to other non-profit research institutions. MICHIGAN and the University of Michigan Health Systems shall have the retained right to practice PATENT RIGHT(S) in the FIELD(S) of USE for activities involving patient care of MICHIGAN’s own patients (including fee-for-service diagnostic testing for such patients) and shall not perform services for any patient at any hospital or clinic that is not part of MICHIGAN or the University of Michigan Health System. 2.4 The term of this Agreement shall commence on the Effective Date and continue until expiration of the last to expire ROYALTY TERM, unless sooner terminated as provided in another specific article of this Agreement. Upon expiration of the term of this Agreement, the license granted to LICENSEE under Section 2.1 shall become a fully paid-up, perpetual, irrevocable license. 2.5 LICENSEE agrees that LICENSED PRODUCTS used, leased or sold in the United States shall be manufactured substantially in the United States. At LICENSEE’s request, MICHIGAN will request a waiver of this requirement from the Federal funding agency and LICENSEE shall cooperate with MICHIGAN and provide all requested information in support of such waiver application. 2.6 The licenses granted in this Agreement are subject to any rights required to be retained by the U.S. government, for example in accordance with Chapter 18 of Title 35 of U.S.C. 200-212 and the regulations thereunder (37 CFR Part 401), when applicable. LICENSEE agrees to transform comply in all material respects, and shall provide MICHIGAN with all reasonably requested information and cooperation for MICHIGAN to comply with applicable provisions of the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to same and any requirements of any contracts between MICHIGAN and any agency of the specific country and U.S. government that provided funding for the specific third party approved in LICENSOR’S requestsubject matter covered by the PATENT RIGHTS. 2.3 2.7 LICENSEE acknowledges that LICENSOR owns all rightit has been informed that the licensed PATENT RIGHTS were developed, title at least in part, by employees of the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Medical Institute (“HHMI”) and interest in and that HHMI has a paid-up, non-exclusive, irrevocable license to use the licensed [***]=CERTAIN CONFIDENTIAL INFORMATION OMITTED PATENT RIGHTS for HHMI’s research purposes, but with no right to assign or sublicense (the “HHMI License”). This license is explicitly made subject to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 aboveHHMI License. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR a. Subject to the terms and conditions hereinafter set forth and subject to all United States government rights whether now existing or to arise after the date hereof, NYU and SAMSF hereby grants grant to LICENSEE CORPORATION and its AffiliatesCORPORATION hereby accepts from NYU and SAMSF the License. NYU and SAMSF reserve the right to use, and to permit other non-commercial entities (but in no circumstances other commercial entities) to use, the University Research Technology for educational and research purposes but in no circumstances for commercial purposes. b. CORPORATION shall be entitled to grant sublicenses through multiple tiers of sublicensees under the License on terms and conditions materially in compliance and not inconsistent with the terms and conditions of this Restated Agreement (i) to a Corporation Entity or (ii) to other third parties for consideration and in an arms-length transaction. All sublicenses shall only be granted by CORPORATION under a written agreement. CORPORATION will provide to NYU a written notice setting forth in reasonable detail the nature and terms of such sublicense and the identity of the sublicensee, unless such sublicenses are granted by a sublicensee solely in connection with contract development activities or to third party distributors, or other ordinary course contracted activities, in which case no such notice shall be necessary. Each sublicense granted by CORPORATION hereunder shall be subject and subordinate to the terms and conditions of this Restated Agreement in all material respects and shall contain (inter-alia) the following provisions: i. any and all sublicense agreements entered into by CORPORATION or any of its affiliates or sublicensees shall terminate upon the termination of this Restated Agreement, an exclusive worldwide licenseprovided that, to the extent that any such sublicensee under any such sublicense agreement is not at such time in material breach of this Restated Agreement or such sublicense agreement, NYU shall enter into, on behalf of NYU and SAMSF, a license agreement directly with right of sublicensesuch sublicensee, to: under which such sublicensee shall (i) makebe granted the rights granted to it under the sublicense agreement, have madewhich shall be no greater than the rights granted to CORPORATION under this Restated Agreement, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use pay to NYU and SAMSF the Licensed Marks and Licensed Works on payments payable by it to CORPORATION or in connection with its affiliate or sublicensee under the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSORAgreement, which shall be no less than the payments payable by CORPORATION to NYU and SAMSF under this Restated Agreement; and which shall otherwise be consistent with the terms of this Restated Agreement; ii. the sublicense shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted assignable, in Section 2.1whole or in part, LICENSOR may request on occasion provided, however, that LICENSEE allow LICENSOR a sublicensee at any level may, without consent, assign or transfer any of its rights and obligations hereunder to grant a (a) an affiliate of such sublicensee; or (b) to any third party a license having at least $10 million in net assets, with which it merges or consolidates, or to which it transfers all or substantially all of its assets to which this Restated Agreement relates if in any such event (i) makethe assigning sublicensee (provided that it is not the surviving entity) remains jointly and severally liable with the relevant affiliate or third party assignee under this Restated Agreement, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on relevant affiliate assignee, third party assignee or surviving entity assumes in connection with the development, operation, distribution and/or promotion writing all of the Game in assigning sublicensee’s obligations under this Restated Agreement; iii. both during the term of the sublicense and thereafter the sublicensee shall agree to a specific country. LICENSOR shall submit such request confidentiality obligation similar to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted imposed on CORPORATION in Section 2.1 above from an exclusive to 8 below, and that the sublicensee shall impose on its employees, both during the terms of their employment and thereafter, a non-exclusive license with respect to similar undertaking of confidentiality; and iv. the specific country sublicense agreement shall include the text of Sections 12 and the specific 13 of this Restated Agreement and shall state that NYU and SAMSF are intended third party approved in LICENSOR’S requestbeneficiaries of such sublicense agreement for the purpose of enforcing such indemnification and insurance provisions. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby (a) Licensor grants to LICENSEE and its AffiliatesLicensee, subject to the terms and conditions of this Agreement, an and (subject to Section 1(b) below), the exclusive worldwide license, with right of sublicense, towithin the Territory: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating to use the Property upon the Licensed Patents; Products described in the attached Exhibit A and to (ii) use the Licensed Marks and Licensed Works on or in connection with the Licensed Products' design, development, operationmanufacture, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease marketing and import products distribution to the general wholesale and services covered by or incorporating the Licensed Patentsretail trade; or to (ii) to use the brand names trademarked to Licensor to merchandise the Licensed Marks Products; and (iii) to adopt existing styles and designs of Licensed Works on or Products presently being sold by Licensor and to design, develop, manufacture, sale, market and distribute such Licensed Products to Licensor and to Licensor's parent, affiliate and subsidiary corporations, and to the general wholesale and retail trade. Licensor reserves any rights, benefits and opportunities not expressly granted to Licensee under this Agreement. (b) Licensee shall have the immediate right to use the Property in connection with the developmentmarketing, operation, sale and distribution and/or promotion of the Game Licensed Products within those countries in a specific countrywhich the Trademarks are presently registered or where applications for registration are pending (as more fully set forth in Exhibit C) (collectively "Registered Territory"). LICENSOR In the event Licensee wishes to use the Property in connection with the marketing, sale and/or distribution of the Licensed Products outside of the Registered Territory, Licensee shall submit request that Licensor register the Trademarks in such request territory. Licensor, at its sole costs and expense, agrees to LICENSEE file an application for registration of the Trademarks in writing the requested territory within fifteen (15) days of receipt of Licensee's request, and LICENSEE shall endeavor to respond in writing to any trademark examiner's inquiries or request for additional information within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such requesttimely manner. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees Licensor is unable to transform the license granted register a Trademark in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership requested territory because of the Licensed Subject Matterprior existence of a pending application or registration of that Trademark in the requested territory which is not owned by Licensor, then Licensor shall immediately notify Licensee in writing and agrees such inability to register the Trademark shall not be deemed a breach of this Agreement by Licensor; provided, however, that all use Licensor attempted to file any such application for registration of the Licensed Marks by LICENSEE shall inure to the benefit Trademark within fifteen (15) days of and be on behalf receipt of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 aboveLicensee's request therefor. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR a. Subject to the terms and conditions hereinafter set forth, NYU hereby grants to LICENSEE Cell-Matrix and its AffiliatesCell-Matrix hereby accepts from NYU the License. The License is subject to (i) the right of NYU to use and to permit other non-commercial entities to use the NYU Technology for non-commercial educational and research purposes only, and (ii) the rights of the U.S. Government. Permission to use the NYU Technology shall only be granted to non-commercial entities by NYU under a written agreement, a copy of which shall be provided by NYU to Cell-Matrix as soon as practicable after the signing thereof, and which shall contain, at a minimum, the provisions listed in Exhibit C to this Agreement. Cell-Matrix agrees to consider, in good faith, reasonable changes to the provisions listed in Exhibit C requested by NYU. b. The License granted to Cell-Matrix in Section 5.a. hereto shall commence upon the Effective Date and shall remain in force on a country-by-country basis, if not previously terminated under the terms of this Agreement, for fifteen (15) years from the date of first commercial sale in such country or until the expiration date of the last to expire of the NYU Patents, whichever shall be later. Cell-Matrix shall inform NYU in writing of the date of first commercial sale with respect to each Licensed Product in each country as soon as practicable after the making of each such first commercial sale. c. Cell-Matrix shall be entitled to grant sublicenses under the License on terms and conditions in compliance and not inconsistent with the terms and conditions of this Agreement (except that the rate of royalty may be at higher rates than those set forth in this Agreement) (i) to an Affiliate or (ii) to other third parties for consideration and in arms-length transactions. All sublicenses to third parties shall only be granted by Cell-Matrix under a written agreement, a copy of which shall be provided by Cell-Matrix to NYU as soon as practicable after the signing thereof. Each sublicense granted by Cell-Matrix hereunder shall be subject and subordinate to the terms and conditions of this Agreement, an exclusive worldwide license, with right of sublicense, to: License Agreement and shall contain (iinter-alia) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to following provisions: (ii1) use the Licensed Marks and Licensed Works sublicense shall expire automatically on or in connection with the development, operation, distribution and/or promotion termination of the Game. LICENSEE may License; (2) the sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld.assignable, in whole or in part; 2.2 Notwithstanding (3) the licensed granted sublicensee shall not grant further sublicenses; and (4) both during the term of the sublicense and thereafter the sublicensee shall agree to a confidentiality obligation similar to that imposed on Cell-Matrix in Section 2.19 below, LICENSOR may request and the sublicensee shall impose on occasion its employees, both during the terms of their employment and thereafter, a similar undertaking of confidentiality; and (5) the sublicense agreement shall include the text of Sections 11 and 12 of this Agreement and shall state that LICENSEE allow LICENSOR to grant a NYU is an intended third party a license to (i) make, have made, use, offer beneficiary of such sublicense agreement for sale, sell, lease the purpose of enforcing such indemnification and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestinsurance provisions. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR Licensor hereby grants to LICENSEE Licensee a nontransferable, non-assignable, non-divisible, and its Affiliates, subject to the terms and conditions of this Agreement, an exclusive worldwide (as limited by Section 2.2) license, with without the right of sublicenseto grant sublicenses, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks ▇▇▇▇▇ BAHAMA Marks, solely in the Territory and Licensed Works solely on or in connection with the developmentmanufacture, operationadvertising, promotion, sale, offering for sale, and distribution and/or promotion of Licensed Products and related promotional and packaging material during the Contract Term of this Agreement or until this Agreement is sooner terminated as hereinafter set forth. Notwithstanding the previous sentence, the license shall be non-exclusive for the last six months of the GameContract Term. 2.2 This grant of license shall be exclusive as to third parties, except as otherwise provided in this Agreement, during the Contract Term and in the Territory; however, nothing contained in this Agreement shall prevent Licensor or any Licensor Affiliate from exercising any rights similar to those granted to Licensee either directly or through other Licensor Affiliates, at any time, in the Territory or elsewhere for Licensed Products sold by Licensor in TB Stores. LICENSEE The foregoing rights of Licensor or any Licensor Affiliate shall not include the right to wholesale Licensed Products in the Territory and is also subject to Licensee’s first right of offer to present a proposal to manufacture and sell such Licensed Products. Such proposal must be submitted within twenty (20) days of request from Licensor, and shall include a general business plan, manufacturing plan, minimums and pricing. Licensor, at its sole discretion, has five (5) days to review such proposal and notify Licensee in writing of its decision. 2.3 All Licensed Products shall bear at least one of the ▇▇▇▇▇ BAHAMA Marks and no Licensed Products shall be sold or otherwise distributed under any marks other than the ▇▇▇▇▇ BAHAMA Marks. Licensor reserves all rights to the ▇▇▇▇▇ BAHAMA Marks except as specifically granted herein to Licensee and Licensor may sublicense exercise such reserved rights at any time. 2.4 Licensee shall use its reasonable best efforts to maximize the economic benefits intended to be realized by Licensor pursuant to this Agreement while maintaining the high standard, quality, image and prestige represented by the ▇▇▇▇▇ BAHAMA Marks and consistent with the channels of distribution specified in “Exhibit J.” 2.5 Licensee agrees that Licensee shall present the Licensed Products Territory-wide to the trade in the number of styles or designs as designated in Exhibit B. If Licensee does not produce and distribute new styles or designs of Licensed Products during each 6 month period during each Contract Year, upon notice by Licensor to Licensee, the rights granted herein upon written approval by LICENSORLicensor to Licensee shall be deemed immediately non-exclusive. Without limitation, Licensor shall thereafter have the immediate right to authorize others to use the ▇▇▇▇▇ BAHAMA Marks in connection with products that compete with, or are similar to, the Licensed Products. 2.6 The parties acknowledge that it is in their mutual best interest to maintain inventory and every six (6) months refresh attractive displays of Licensed Products at each of the TB Stores. The terms and conditions for sales of Licensed Products to TB Stores are set forth on Exhibit D. 2.7 Licensee shall also make available to Licensor and its retail accounts (other than TB Stores), the opportunity to purchase reasonable quantities of Licensed Products for marketing, promotional, and sales-incentive purposes. Licensee agrees that such Licensed Products will be made available throughout the Contract Term and the Sell-Off Period for purchase by Licensor and its retail accounts at Licensee’s lowest then-applicable wholesale sales price, in accordance with Licensee’s standard dealer terms and conditions, the terms of which shall not be unreasonable withheldinconsistent with this Agreement. 2.2 Notwithstanding 2.8 During the licensed granted Contract Term, Licensee or any Licensee Affiliate may not engage in Section 2.1any Competing Event without the prior written approval of Licensor. Attached to this Agreement as “Exhibit I” is a list of current licensors, LICENSOR brands and logos, of Licensee or its Affiliates; each of those licensors is deemed approved by Licensor regardless of any existing Competing Event. During the Contract Term, however, Licensee shall annually provide an update to “Exhibit I” at the commencement of each Contract Year and in all events shall provide notice, pursuant to the notice provisions in this Agreement, to Licensor seeking written approval of any proposed Competing Event. Licensor shall have fifteen (15) business days in which to approve or disapprove any such, potential Competing Event. Licensor may request on occasion require that LICENSEE allow LICENSOR Licensee provide Licensor with such additional documentation as shall be reasonably necessary to grant facilitate Licensor’s analysis of the proposed Competing Event. It is understood between the parties that if Licensee does not receive a third party a license written response (which response may be by e-mail) from Licensor within five (5) business days after the fifteen (15) business day period detailed above, the Licensor has disapproved such request. Without limitation to (i) makethe foregoing, Licensor shall have made, use, offer for sale, sell, lease the sole right to determine if it will approve any proposed Competing Event. 2.9 Licensee shall at all times employ one full-time National Sales/Brand Manager who shall be dedicated to the sale of Licensed Product. Said National Sales/Brand Manager must be approved by Licensor and import have significant experience in selling products and services covered by or incorporating similar to the Licensed Patents; or Products. Additionally, Licensee shall at all times employ at least one full-time Designer/Merchandiser (plus as many other designers / merchandisers as needed) who is dedicated to (ii) use the design and merchandising of Licensed Product. Said Designer/Merchandiser must be approved by Licensor and have significant experience in designing and merchandising products similar to the Licensed Marks Products. 2.10 Licensor and its Affiliates may, but shall not be obligated to, supply Licensee with Licensor Designs. Licensee agrees that Licensor Designs shall be utilized by Licensee only in the production, advertisement, marketing, promotion, distribution and sale of Licensed Works on Products. If Licensee shall retain or employ any subcontract manufacturer other than an Affiliate of Licensee, each such manufacturer shall be provided with a written notice in connection the form set forth in “Exhibit N,” notifying that manufacturer that Licensor Designs may be used only in compliance with the developmentrequirements of this agreement, operation, distribution and/or promotion and that any violation by the manufacturer of these restrictions shall be grounds for immediate termination of the Game manufacturer’s services for Licensee relating to Licensed Products, in a specific countryaddition to Licensor’s right to seek damages from each subcontract manufacturer for the use of Licensor’s Designs not in conformance with the terms of this agreement. LICENSOR Licensee shall submit such request monitor the completion of subcontract manufacturer’s signing of, and be accountable to LICENSEE in writing and LICENSEE Licensor for, the subcontract manufacturers’ notices; copies of each shall endeavor be supplied to respond in writing Licensor within ten (10) business days. Failure days of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestits receipt by Licensee. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject Subject to the terms and conditions provisions hereof, Licensor hereby grants to Licensee and Licensee hereby accepts the License during the Term. 2.2 Licensee shall operate in the Territory under the trade name “CENTURY 21 Home Improvements” or “CENTURY 21 Cabinet Refacing” together with a name identifying Licensee’s corporate name (e.g. “Century 21 Home Improvements/U.S. Remodelers, Inc.”) or such other trade names as shall have been approved in writing by Licensor. Licensee shall file assumed name certificates or similar documents in connection with operating under such name in such jurisdictions as such filings may be legally required and shall upon request provide copies thereof to Licensor. Licensee may operate outside of the Territory under such other tradenames which do not conflict with “Century 21 Home Improvements” or “Century 21 Cabinet Refacing” as Licensee shall determine. Licensee may cease operations in any part of the Territory, if, Licensee provides reasonable evidence to Licensor that Licensee is unable to operate profitably in such market. In the event that Licensee ceases operations in any part of the Territory the License granted under this Agreement shall be immediately terminated with respect to such part of the Territory without any liability on the part of Licensor or Licensee except as otherwise provided in this Agreement, an exclusive worldwide license, . 2.3 The License applies solely to the use of the Trademark in connection with right of sublicense, to: the Licensed Services in the Territory and (i) makeno use of any other trademark of Licensor or Century 21 or any of their respective Affiliates, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) no use of the Trademark on any products or on services other than the Licensed Marks Services or in the name of any corporation, is authorized or permitted. Licensor reserves the right to use, and Licensed Works to grant to its Affiliates or any other licensee the right to use, the Trademark (i) on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease any and import all products and services covered by or incorporating for any other purpose other than the specific Licensed Patents; or to Services within the Territory, (ii) use outside the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license Territory with respect to the specific country and Licensed Services. There are no implied agreements or covenants between the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to parties regarding the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 aboveTerritory. 2.4 LICENSOR acknowledges that LICENSEE owns Unless otherwise approved by Licensor, all right, title and interest in and references to the Trademark, in Contracts, advertisements, or promotional materials, shall prominently display a statement to the effect that the Licensed Services are sold, furnished and performed by U.S. Remodelers, Inc., an independently owned contractor. In no event shall Licensee, or any of its employees, agents, representatives or subcontractors identify Licensee, orally or in writing as a subsidiary, division or Affiliate of Century 21, Licensor or any of their Affiliates. 2.5 Licensee Marks, shall actively conduct the business of selling and agrees that it will do nothing inconsistent with LICENSEE’S ownership providing Licensed Services under the Trademark in all of the Licensed Marks, economically viable markets for such products and agrees that all use of services within the Territory. 2.6 Licensee Marks shall inure not carry on any business similar to the benefit sale or provision of and be on behalf of LICENSEE. LICENSOR agrees that nothing in Licensed Services within the Territory except pursuant to this Agreement shall give LICENSOR any right, title or interest in the Licensed MarksAgreement.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject (a) Subject to the terms and conditions of this Agreement, an exclusive worldwide licenseLicensor hereby grants to Licensee, with and Licensee hereby accepts from Licensor a non-exclusive, non-transferable (except as set forth in Section 10.7), non-sublicensable (except as provided in Section 2.1(c)), limited right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and license to (ii) use the Non-Exclusive Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of Business in the Game. LICENSEE may sublicense Territory during the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to Term solely (i) makeon Licensed Products, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) on Licensee Websites, and (iii) in Licensee’s marketing and advertising efforts and materials to promote such Licensed Products. Except as provided in Section 2.2, Licensee’s use of the Non-Exclusive Licensed Marks under the terms of this Agreement shall be free of any fees. (b) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor an exclusive, non-transferable (except as set forth in Section 10.7), non-sublicensable (except as provided in Section 2.1(c)), limited right and license to use the Exclusive Licensed Marks and Licensed Works on or in connection with the developmentBusiness in the Territory during the Term solely (i) on Licensed Products, operation(ii) on Licensee Websites, distribution and/or promotion and (iii) in Licensee’s marketing and advertising efforts and materials to promote such Licensed Products. Except as provided in Section 2.2, Licensee’s use of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure Exclusive Licensed Marks under the terms of LICENSEE to respond in writing within ten (10) business days this Agreement shall be deemed a denial free of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestfees. 2.3 LICENSEE (c) Licensor hereby acknowledges that LICENSOR Licensee owns all right, title and interest in and to the Licensed Subject Matter“Leju (乐居)” Trademark. Licensee hereby grants Licensor a nonexclusive, non-transferable, non-sublicensable, limited right and agrees that it will do nothing inconsistent license to use the “Leju (乐居)” Trademark in connection with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of application(s) for the Exclusive Licensed Marks by LICENSEE shall inure and maintaining registrations for the Exclusive Licensed Marks resulting therefrom. All rights in and to the benefit of and be on behalf of LICENSORLeju Trademark not expressly granted herein are hereby exclusively reserved by Licensee. LICENSEE agrees that nothing Nothing in this Agreement shall give LICENSEE preclude Licensee, its Affiliates, or any rightof their respective successors or assigns from using or permitting other Persons to use the Leju Trademark in any manner, title or interest taking any action to enforce its or their rights therein. (d) Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Marks; provided, however, that any rights granted to Licensee hereunder with respect to the Licensed Marks may, without the prior consent of Licensor, be sublicensed to any Leju Entity solely for the purpose of operating the Business in the Licensed Subject Matter, other than Territory during the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest Term. All rights in and to the Licensed Marks not expressly granted herein are hereby reserved exclusively by Licensor. Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership shall be responsible for the compliance of the Licensed Marks, terms and agrees that all use conditions of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any rightby all of its sublicensees. Without limiting the foregoing, title or interest in the Licensed Marksevent any sublicensee undertakes any action (or inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) shall be deemed a breach by Licensee under this Agreement.

Grant of License. 2.1 LICENSOR hereby 1.1 Licensor grants to LICENSEE Licensee a non-transferable, exclusive license to use the Licensed Technology to manufacture and its Affiliatessell the Licensed Products solely for the specific Applications and in the Territory set forth in the Specific License Terms (the “License”). Licensee may not manufacture or have manufactured the License Products for uses other than the Applications, subject except as specifically provided in the Specific License Terms above. 1.2 This License may be transferred or sublicensed to a third party solely upon the terms and conditions prior written consent of the Licensor, which consent may not be unreasonably withheld by Licensor. This License may be transferred to a party that acquires the Licensee in a merger. This License will automatically expire upon termination of this Agreement, an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding 1.3 The definition of “Licensed Technology” in the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days Specific License Terms shall be deemed further defined to mean: Cyclone’s proprietary technology related to its heat regenerative, external combustion engine and shall include any information, inventions, innovations, discoveries, improvements, ideas, know-how, show-how, developments, methods, designs, reports, charts, drawings, diagrams, analyses, concepts, technology, records, brochures, instructions, manuals, programs, manufacturing techniques, expertise, inventions whether or not reduced to practice or the subject of a denial patent application, test-protocols, test results, descriptions, parts lists, bills of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S requestmaterials, LICENSEE agrees to transform the license granted documentation whether in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all rightwritten or electronic format, title and interest in and to the Licensed Subject Matterprototypes, molds, models, assemblies, and agrees any similar intellectual property and information, whether or not protected or protectable by patent or copyright, any related research and development information, inventions, trade secrets, and technical data in the possession of Licensor that it will do nothing inconsistent with LICENSOR’S ownership is useful or is needed in the design or manufacture of the Licensed Subject MatterProducts and that the Licensor has the right to provide to Licensee and has so provided to Licensee. This includes without limitation, U.S. Patent #7,080,512, entitled Heat Regenerative Engine, as well as other patents and patents pending US and foreign, all patents that may issue under this patent application and their divisions, continuations, continuation-in-parts, reissues, reexaminations, inventor’s certificates, utility models, patents of addition, extensions, as well as certain research and development information, inventions, know-how, and agrees technical data that all use of the Licensed Marks by LICENSEE shall inure relate to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing and/or are disclosed in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Markssaid patent application, and agrees any other patent applications, patents divisions, continuations, continuation-in-parts, reissues, reexaminations, inventor’s certificates, utility models, patents of addition, extensions that it will do nothing inconsistent with LICENSEE’S ownership of the may issue or be filed that relate to said Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed MarksProduct and/or said patent application.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates(i) For purposes of Licensee offering ORBCOMM Services in the Territory, subject to the terms and conditions set forth herein, ORBCOMM grants to Licensee an exclusive license in the Territory (the "License") to (A) access the Satellites while they are within view of any of the Subscriber Communicators located in the Territory and any of the GESs ▇▇ the ORBCOMM Gateway located in the Territory or the GESs ▇▇ an ORBCOMM Gateway shared by Licensee to the extent permitted by the Ground Segment Procurement Contract, (B) use the ORBCOMM Licensed Gateway Software pursuant to and in accordance with the ORBCOMM Gateway Software License Agreement attached hereto as Attachment C (the "ORBCOMM Gateway Software License Agreement"), (C) use the applicable ORBCOMM System operating methods, and (D) if permitted by law, use the "ORBCOMM" logo, trademark, service mark ▇▇▇ name, in accordance with the terms and conditions set forth in this Agreement; provided that Licensee shall not be entitled to access the Satellites unless the Licensee System has successfully passed a Licensee System Acceptance Test. Notwithstanding the grant of the License, an exclusive worldwide licenseORBCOMM reserves and shall have the right to access the ORBCOMM System in the Territory, free of charge, for purposes of conducting maintenance, testing, operational and other related ORBCOMM System functions, provided that ORBCOMM shall use all good faith efforts to minimize its interference with right the operation of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to Licensee System. (ii) use On the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion occurrence of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted an event specified in Section 2.19(b)(ii)(H), LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days ORBCOMM shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In entitled to terminate Licensee's exclusivity in the event that LICENSEE grants LICENSOR’S requestTerritory granted pursuant to Section 2(a)(i) and grant another entity, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to on a non-exclusive license basis, similar rights to those specified in Section 2(a)(i). (i) ORBCOMM reserves the right to grant to other licensees the right to use the ORBCOMM System, and the ORBCOMM Licensed Gateway Software, operating methods, logo, trademark and name in any area outside the Territory. (ii) To the extent permitted by applicable law, upon the receipt of all necessary Permits from the applicable Governmental Authorities and without the prior approval of ORBCOMM, Licensee may provide, on a non-exclusive basis, ORBCOMM Services to Subscriber Communicators located in international waters. (c) Notwithstanding the grant of the License, the ORBCOMM System, the ORBCOMM concept, design, software (including the ORBCOMM Licensed Gateway Software), operating methods, logos, trademarks, service marks and name, all copyright, other proprietary and intellectual property rights and all other tangible and intangible property rights with respect thereto are and shall remain the sole and exclusive property of OCC, ORBCOMM, ORBCOMM Global, ORBCOMM USA or its developer, as the case may be. (d) Subject to the specific country terms of Section 17(b), Licensee may authorize other entities ("Resellers") to market and sell ORBCOMM Services on a value-added basis in the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all rightTerritory and, title and interest in and to the Licensed Subject Matterextent permitted by Section 2(b)(ii), and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE in international waters. Licensee shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.execute

Grant of License. 2.1 LICENSOR (a) Licensor hereby grants to LICENSEE Licensee a license for use in the Territory, with a limited right of sublicense, as set forth in Section 2.1(e) below, to allow the Licensee to use the Intellectual Property to install, use, and apply the Technology in the course of Licensee’s business, which, in the absence of the License, would infringe Licensor’s intellectual property; (b) Except for the rights granted pursuant to the License, Licensor shall retain all rights, title and interest to the Technology; (c) Licensee shall be responsible for all of the testing and improvements to the Technology; (d) Licensor shall retain all rights to the Improvements, but such Improvements shall also be a part of the License; (e) Licensee shall have the right to offer limited royalty-bearing sublicenses to third parties where such third parties are in a position to commercialize the Technology in ways that Licensee cannot accomplish in a competitive manner. Licensee shall pay Licensor twenty-five percent (25.0%) of all royalties and fees received from such third parties. If Licensee receives any non-cash consideration as part of the sublicense consideration (including equity in sublicensee or other entities), Licensor shall have the option to take its Affiliatesportion of the sublicense consideration in kind or in cash based on the fair market value of the non-cash consideration as of the date of receipt by Licensee wherein the fair market value as determined by Licensee’s independent accounting advisors shall equal the cash consideration an unaffiliated, unrelated buyer would pay in an arm’s length sale of a substantially identical item sold in the same quantity, under the same terms, and at the same time and place. Such right to sublicense is subject to the following conditions: (i) In each sublicense agreement, the sublicensee will be subject to the terms and conditions of the license granted to Licensee under this Agreement, an exclusive worldwide licenseand the sublicensee will be prohibited from either assigning its sublicense or granting further sublicenses, with right without first obtaining approval from Licensor; provided, however, that in the event that such further sublicense is approved, any fee or other consideration paid to sublicensee in consideration of sublicensesuch sub-sublicense will be treated as sublicense consideration as if the sub-sublicensee were a sublicensee. Nevertheless, to: (i) makeLicensee may set royalty or other payments at its discretion for its sublicensees, have made, use, offer for sale, sell, lease and import products and services covered by as long as the applicable royalties or incorporating other payments of its sublicensees are not more favorable to the Licensed Patents; and to sublicensee than the corresponding terms of this Agreement. (ii) use Licensee will forward to Licensor, within thirty (30) days following its execution, a fully executed, complete, and accurate copy written in the Licensed Marks English language of each sublicense agreement granted under this Agreement. Licensor’s receipt of such sublicense agreement will not constitute a waiver of any of Licensor’s rights or Licensee’s obligations under the Agreement. (iii) Notwithstanding any such sublicense agreement, Licensee will remain primarily liable to Licensor for all of Licensee’s duties and Licensed Works on obligations contained in the Agreement, and any act or in connection with the development, operation, distribution and/or promotion omission of a sublicensee that would be a breach of the Game. LICENSEE may sublicense the rights granted herein upon written approval Agreement if performed by LICENSOR, which shall not Licensee will be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR deemed to grant be a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered breach by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion Licensee of the Game Agreement. Each sublicense agreement will contain a right of termination by Licensee in the event that the sublicensee breaches the payment obligations affecting Licensor or any other material terms and conditions of the sublicense agreement that would constitute a specific country. LICENSOR shall submit breach of the terms and conditions of the Agreement if such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such requestacts were performed by Licensee. In the event of such sublicensee breach, and if after a reasonable opportunity to cure as provided in any such sublicense agreement, such sublicensee fails to cure such sublicensee breach, then Licensee will terminate the sublicense agreement unless Licensor agrees in writing that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestsuch sublicense agreement need not be terminated. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership (iv) Upon termination of the Licensed Subject MatterAgreement for any reason, all sublicense agreements will, at Licensor’s option, be (i) assigned to and agrees that assumed by Licensor, or (ii) terminated. (f) Licensee shall pay Licensor a royalty of ten percent (10.00%) of all gross revenues resulting from the use of the Licensed Marks Technology by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing Licensee, except as otherwise modified in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 abovewriting. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR a. Subject to the terms and conditions hereinafter set forth, HJD hereby grants to LICENSEE Orthogen and its AffiliatesOrthogen hereby accepts from HJD the License. b. The License granted to Orthogen in Section 4.a. hereto shall commence upon the Effective Date and shall remain in force on a country-by-country basis, if not previously terminated under the terms of this Agreement, for fifteen (15) years from the Date of First Commercial Sale in such country or until the expiration date of the last to expire of the HJD/Orthogen Joint Patents whichever shall be later. Orthogen shall inform HJD in writing of the Date of First Commercial Sale Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. with respect to each Licensed Product and/or Service in each country as soon as practicable after the making of each such first commercial sale. c. Orthogen shall be entitled to grant sublicenses under the License on terms and conditions in compliance and not inconsistent with the terms and conditions of this Agreement (i) to a Corporation Entity or (ii) to other third parties for consideration and in an arms-length transaction. All sublicenses shall only be granted by Orthogen under a written agreement, a copy of which shall be provided by Orthogen to HJD as soon as practicable after the signing thereof. Each sublicense granted by Orthogen hereunder shall be subject and subordinate to the terms and conditions of this Agreement, an exclusive worldwide license, with right of sublicense, to: License Agreement and shall contain (iinter-alia) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to following provisions: (ii1) use the Licensed Marks and Licensed Works sublicense shall expire automatically on or in connection with the development, operation, distribution and/or promotion termination of the Game. LICENSEE may License; (2) the sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld.assignable, in whole or in part; 2.2 Notwithstanding (3) the licensed granted in sublicensee shall not grant further sublicenses; and (4) the sublicense agreement shall include the text of Section 2.1, LICENSOR may request on occasion 9 of this Agreement and shall state that LICENSEE allow LICENSOR to grant a HJD is an intended third party a license to (i) make, have made, use, offer beneficiary of such sublicense agreement for sale, sell, lease the purpose of enforcing such indemnification and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestinsurance provisions. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR Upon the terms and conditions set forth herein, Licensor hereby grants to LICENSEE Licensee the exclusive, non-transferable right, license, and its Affiliatesprivilege, and Licensee hereby accepts the exclusive, non-transferable right, license, and privilege, of using the Licensed Marks for the sale, marketing and distribution of the Licensed Products through the Channels of Distribution in the Territory during the Term (with the exceptions as stated on Exhibit B), and the non-exclusive, non-transferable right, license, and privilege of using the Licensed Marks in connection with the manufacture of Licensed Products in the Manufacturing Territory. 2.2 Licensee agrees that it will not distribute or sell, nor authorize anyone else to distribute or sell, the Licensed Products bearing the Licensed Marks outside of the Territory or the Channels of Distribution, and that it will not knowingly sell Licensed Products bearing the Licensed Marks to persons who intend to distribute or sell the Licensed Products outside of the Territory or the Channels of Distribution. 2.3 During the Term, Licensor agrees that it will not authorize others to distribute or sell the Licensed Products bearing the Licensed Marks in the Channels of Distribution in the Territory. Licensee acknowledges that Licensor may continue to license the Licensed Marks and related marks to others to develop and promote other lines apart from and not competitive with the Licensed Products in the Channels of Distribution in the Territory during the Term. Notwithstanding the foregoing the parties acknowledge that Licensee may be able to utilize established, reputable and regional distributors in foreign countries to promote the marketing, sale and distribution of Licensed Products and enhancement of the Brand. 2.4 All proposed Channels of Distribution and distribution outlets not approved in Exhibit B shall be submitted in advance to Licensor and shall be subject to Licensor’s prior written approval, which approval shall not be unreasonably withheld. 2.5 Licensee may not assign or sub-license the use of the Licensed Marks to any third party without prior written approval by Licensor, and such right is expressly withheld from this Agreement. In the event that Licensor approves a sub-license to a third party, the Parties shall mutually agree upon the terms and conditions of said sub-license, including without limitation the minimum royalty guarantee and royalty rate, in a separate writing signed by the Parties. 2.6 Licensee currently uses sub-contractors or other fulfillment houses to manufacture, make compounds and/or package its current products and intends to continue using such subcontractors and fulfillment houses for Licensed Products, however, such products shall only be for sale to Licensee or Licensee’s customers as sub-contractor of Licensee. By executing this Agreement Licensor shall be deemed to have approved all current sub-contractors of Licensee, provided however, that any selection of new sub-contractors must be approved by Licensor in writing (including being audited for compliance with local laws and the Approved Code of Conduct, if reasonably required by Licensor to do so, such audit results being satisfactory to Licensor in its sole discretion), must agree to be bound by the same terms and conditions as is Licensee under this Agreement, and Licensee must execute a Sub-Contractor Agreement, and provide to Licensor. Licensee will ensure that any sub-contractors will comply with all local laws regarding compensation, workplace conditions and worker ages. Licensee shall use its reasonable commercial efforts to allow Licensor or any third party auditors designated by Licensor to have reasonable access to sub-contractors’ production facilities. Further, Licensee will, and will endeavor to have its sub-contractors to, in good faith comply in all material respects to the standards of Licensor’s code of conduct or any other specific reasonable code of conduct adopted by Licensor from time to time that are also consistent with local law and practice. Licensor may withdraw its consent and approval of any sub-contractor at any time at the sole discretion of Licensor, for good cause reasonably applied and upon reasonable notice so as to allow Licensee reasonable opportunities to secure alternates under conditions that will not disrupt operations of Licensee. Licensor’s approved code of conduct is attached as Exhibit C and incorporated by reference herein (the “Approved Code”). If Licensee or any of its sub-contractors are not in material compliance with local laws or the Approved Code, Licensor, in its sole discretion, may terminate this Agreement after written notice and an exclusive worldwide licenseopportunity to cure any such lack of compliance of not less than thirty days. Notwithstanding the foregoing, with right nothing herein set forth shall apply to general suppliers of sublicensecommodities or vendors of ingredients and other goods that are generally “off the shelf”. A list of Licensee’s principal suppliers shall be attached to this Agreement within two business days from the date on which all Parties have executed it as Exhibit H and as of the Commencement Date are deemed approved. 2.7 The name and address of any manufacturer or sub-contractor, to: (i) makeother than Licensee, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating chosen to manufacture the Licensed Patents; Products as permitted under this Agreement and all items related thereto, including without limitation labels, hang tags, and packaging, shall be disclosed to (ii) use Licensor and approved by Licensor in writing prior to production of the Licensed Marks Products and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSORitems related thereto, which approval shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion unreasonably withheld and provided that LICENSEE allow LICENSOR such approvals or disapprovals shall be delivered to grant a third party a license to Licensee within five (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (105) business days following receipt by Licensor of any such written request that should be sent to the attention of S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and or such other person or persons as may be designated from time to time by Licensor, and if not so delivered shall be deemed a denial approved. The Parties further agree to have meaningful consultation prior to the selection and use of LICENSOR’S requestany new sub-contractors, vendors, and/or manufacturers. LICENSEE Licensor’s approval of sub-contractors proposed by Licensee shall be in the sole discretion of the Licensor reasonably applied. Notwithstanding the foregoing, these conditions do not apply to product formulations. Newly developed products by Licensee shall be mutually agreed upon in advance of adding that product to the line of Licensed Products. Licensor shall not unreasonably deny any withhold such request. In the event approval and if disapproved by Licensor, Licensee may market such new product provided that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use none of the Licensed Marks appear on that new product. 2.8 During the life of this Agreement, Licensee will not sell or distribute products that directly compete with the Licensed Products unless mutually agreed upon in writing by LICENSEE both Parties, and provided that Licensor shall inure be allowed a right of first refusal to include within Licensed Products any new or other products developed by Licensee over or during the benefit of and Term. 2.9 Licensee will not be on behalf of LICENSOR. LICENSEE agrees permitted to enter into any other branded relationship that nothing in competes with Licensor’s Branded program under this Agreement shall give LICENSEE without the written approval of Licensor. If Licensor grants such approval, the product assortment for such other relationship will not exceed the volume of Licensor’s Branded program. By way of example, however in no way comprehensive, competitive brands are T▇▇▇▇ ▇▇▇▇, M▇▇▇▇▇ ▇▇▇▇▇▇▇, J▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and similar fashion and lifestyle type brands. In addition, Licensee will not create any rightbranded products itself (i.e., title or interest in in-house) that competes with the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR Licensor’s branded program. Licensor acknowledges that LICENSEE owns all rightLicensee currently also markets certain other goods and products through a separate division or subsidiary of a pharmaceutical grade used or intended primarily for treatment of disease or a disease condition and which may require approval from the United States Food and Drug Administration and any of such products, title not bearing Licensed Marks may be sold through physicians and interest in over the counter and to the Licensee Marks, and agrees are excluded from these or any other limitations that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and may be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marksherein set forth.

Grant of License. 2.1 LICENSOR hereby 3.1 The Product(s) are provided under license. Vendor grants to LICENSEE Customer, as a participating BOCES in the NYSITCC on behalf of the Western New York Regional Information Center (“WNYRIC”), and to each other BOCES that is a participant in the NYSITCC (and, where applicable, on behalf of its AffiliatesRIC), subject a non-assignable, non- transferable and non-exclusive license to utilize the Product(s) pursuant to the terms and conditions set forth herein. Vendor further grants to each individual school district that contracts for the Product(s) with a BOCES through the NYSITCC by purchasing CoSer 6360 Instructional Technology Service and provides professional development by purchasing CoSer 6368 Model Schools, a non-assignable, non-transferable and non- exclusive license to utilize the Product(s) pursuant to the terms and conditions set forth herein. For purposes of the licenses granted by Vendor pursuant to this Agreement, an exclusive worldwide licenseCustomer, with right each other BOCES, and each individual school district as described herein may also be referred to individually as a “Licensee” and collectively as “Licensees.” Licensees shall not assign, sublicense or otherwise encumber or transfer the Product(s) without the prior written consent of sublicensethe Vendor. Nothing herein shall act to transfer any interest in the Product(s) to any Licensee, to: (iand title to and ownership of the Product(s) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection shall at all times remain with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheldVendor. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR 3.2 Vendor may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform terminate the license granted in Section 2.1 above from an exclusive to a non-exclusive license Licensee under this Agreement if the Licensee fails to comply with respect any terms and conditions of this Agreement that are specifically applicable to the specific country and the specific third party approved in LICENSOR’S requestthat entity as a Licensee. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees 3.3 Vendor warrants that it will do nothing inconsistent with LICENSOR’S ownership has full power and authority to grant the rights herein described. Vendor’s obligation and liability under this Section 3 shall be to obtain any authorization necessary to make effective the grant of the Licensed Subject Matter, and agrees that all license to Licensees to use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.the

Grant of License. 2.1 LICENSOR hereby 1) F-DE grants to LICENSEE SALMEDIX an exclusive right and license under its AffiliatesScientific Information and Data (hereinafter defined) to develop, manufacture, have manufactured, market, sell, import, distribute and promote the Product for all clinical indications under a SALMEDIX trademark in the Territory. 2) It is understood that the rights and licenses granted hereunder are personal, provided, however, that, subject to F-DE’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, SALMEDIX may grant a sublicense to its Associate(s) and/or Third Party(ies) to develop, manufacture, have manufactured, market, sell, import, distribute and/or promote the Product in any country of the Territory (such Associate(s) or Third Party(ies) being hereinafter referred to as “Sublicensee(s)”). *** Material has been omitted pursuant to a request for confidential treatment. 3) Each such contract with a Sublicensee (“Sublicensee Agreement”) shall be in writing and shall include provisions requiring each Sublicensee to perform all applicable obligations of SALMEDIX under this Agreement. SALMEDIX shall at all times remain responsible for the performance of its Sublicensee(s). In addition, such Sublicense Agreement shall include a clause providing for termination simultaneously with any termination of this Agreement; provided that no such termination may occur for so long as the Sublicensee(s) are performing their respective obligations under such Sublicense Agreement and are not in default under such Sublicense Agreement. In the event that the Sublicense Agreement continues in place following termination of this Agreement as described in this Paragraph 3), such Sublicense Agreement shall be read thereafter as if F-DE is the sublicensor (instead of SALMEDIX), provided that in no event such Sublicense. Agreement shall contain any obligation of SALMEDIX - and F-DE shall in no event be bound by any provision contained in such Sublicense Agreement - which exceeds F-DE’s obligations hereunder. 4) Subject to the terms and conditions specified in this Paragraph 4), F-DE hereby grants to SALMEDIX the exclusive right of first negotiation (the “Right of First Negotiation”) with respect to any proposed license, sale, transfer or other assignment of F-DE’s rights or obligations in and to the Scientific Information, Data and/or the Product in Mexico (an “Assignment”). Each time F-DE proposes to negotiate an Assignment, F-DE shall first offer exclusively to SALMEDIX the opportunity to negotiate the commercial terms of such Assignment in accordance with the following provisions: i) F-DE shall deliver written notice in accordance with Article 18 of this Agreement (a “Negotiation Notice”) to SALMEDIX stating its bona fide intention to negotiate an Assignment. ii) SALMEDIX may elect to exercise its Right of First Negotiation by delivering written notice of SALMEDIX’s election to F-DE in accordance with Article 18 of this Agreement on or before the *** following SALMEDIX’s receipt of the Negotiation Notice (the “Acceptance Period”). If SALMEDIX elects to exercise its Right of First Negotiation, then during the *** period following the expiration of the Acceptance Period (the “Negotiation Period”), the parties shall exclusively negotiate in good faith the commercial terms and conditions providing for the addition of Mexico into the Territory definition of this Agreement, an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease which shall be satisfactory in form and import products and services covered by or incorporating the Licensed Patents; and substance to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion each of the Gameparties and their advisors. LICENSEE If the parties are unable to reach agreement during the Negotiation Period, then F-DE may sublicense commence negotiations for an Assignment with any Third Party(ies). iii) If SALMEDIX does not elect to exercise its Right of First Negotiation and F-DE thereafter does not commence negotiations for an Assignment within the rights granted herein upon written approval by LICENSOR*** period immediately following the expiration of the Acceptance Period, which the Right of First Negotiation shall be deemed revived and negotiations for an Assignment shall not be unreasonable withheld. 2.2 Notwithstanding entered into unless first reoffered to SALMEDIX in accordance with this Paragraph 4). The Right of First Negotiation shall terminate upon the licensed granted expiration or termination for any reason whatsoever of this Agreement. The Right of First Negotiation shall in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by no way alter or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a nonaffect F-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest DE’s ownership rights in and to the Licensed Subject MatterScientific Information, and agrees that it will do nothing inconsistent with LICENSOR’S ownership Data and/or the Product outside of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure Territory. *** Material has been omitted pursuant to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 abovea request for confidential treatment. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR (a) Licensor hereby grants to LICENSEE and its AffiliatesLicensee, subject to during the terms and conditions term of this Agreement, an exclusive worldwide license, with right license only throughout the United States of sublicense, to: America possessions and territories of the United States of America and Canada (ihereinafter referred to as the "Territory") make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the ▇▇▇▇ "▇▇▇▇▇ ▇▇▇▇▇▇" (hereinafter referred to as the "Licensed Marks and Licensed Works on or ▇▇▇▇") in connection with the development, operationmanufacture, distribution and/or promotion and sale solely of [Men's and Women's sunglasses and ophthalmic spectacle frames] (hereinafter referred to as "Products"). The items within the Gamedefinition of "Products" which are manufactured, distributed and sold by Licensee under and pursuant to this Agreement shall be referred to collectively herein as "Articles." 1.2 All Articles shall bear the Licensed ▇▇▇▇ except as hereinafter provided and no Articles (i.e., Products bearing the Licensed ▇▇▇▇) shall be sold or otherwise distributed by Licensee under any ▇▇▇▇ other than the Licensed ▇▇▇▇. LICENSEE Licensor reserves all rights to the Licensed ▇▇▇▇ except as specifically granted herein to Licensee and Licensor may sublicense exercise such rights at any time. 1.3 Licensee acknowledges that the rights granted to it hereunder do not include the right to operate a boutique under the Licensed ▇▇▇▇ or any variation or simulation thereof or otherwise to sell Articles at retail. 1.4 Licensee shall use its best efforts to exploit the rights herein upon written approval granted throughout the Territory and to sell the maximum quantity of Articles therein consistent with the high standards and prestige represented by LICENSOR, which the Licensed ▇▇▇▇. 1.5 Licensee shall not be unreasonable withheldexport Articles from the Territory or sell Articles to any entity which it knows or has reason to believe intends to export Articles from the Territory. 2.2 Notwithstanding 1.6 Licensor and Licensee agree that the licensed granted articles sold to Licensor for sale in Section 2.1Licensor's ▇▇▇▇▇' ▇▇▇▇▇▇ outlet stores, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed invoiced at the most favorable price which has been invoiced by licensee to customers described herein, or at a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestmore favorable price. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and 1.7 Licensor agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject MatterLicensee may sell Articles to full line department stores such as, but not limited to Macy's, Nordstroms, May Company, Bullocks, Bloomingdales, Saks Fifth Avenue, ▇.▇. ▇▇▇▇▇▇, Sears and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.▇▇▇▇▇▇ ▇▇▇▇▇▇; off-price retailer

Grant of License. 2.1 LICENSOR (a) Subject to the terms and conditions of this Agreement, Licensor hereby grants to LICENSEE Licensee, solely within the Territory and its Affiliatesas set forth in Exhibit A, an exclusive, non-transferable, non-sublicensable license to use the Licensed IP to produce and offer the Licensed Products solely in connection with Licensee’s Cultivation Business and Licensee’s Manufacturing Business, and subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee an exclusive worldwide licenseexclusive, with right of sublicensenon-transferable, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and non-sublicensable license to (ii) use the Licensed Marks IP to sell the Licensed Products to and Licensed Works on or in connection with various retail outlets in the developmentDistribution Territory during the Term of this Agreement (collectively, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld“License”). 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion (b) The parties acknowledge and agree that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease any and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and goodwill directly related to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE IP shall inure solely to the benefit of the IP Owner. Licensee shall, at Licensor’s request and be on behalf of LICENSOR. LICENSEE expense, execute any documents and provide any testimony Licensor deems reasonably necessary to maintain, protect, or enforce the Licensed IP within or without the Territory. (c) Licensee acknowledges and agrees that nothing in this Agreement shall give LICENSEE any right, title or interest Licensor may grant licenses similar to the License in the Licensed Subject Matter, IP to other than parties outside of the license as set forth Territory in Section 2.1 aboveits sole and absolute discretion. 2.4 LICENSOR acknowledges (d) Licensee may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance under this Agreement to a Related Party without Licensor’s consent. For purposes of this Section 1(d) a “Related Party” shall mean to include any person, or entity that LICENSEE owns all rightcontrols, title and interest in and to or is controlled by, or is jointly controlled by the Licensee Marksor any of Licensee’s beneficiaries, stockholders, partners, owners or affiliates within the Territory. Licensor further acknowledges and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in may form a separate but Related Party for its obligations under this Agreement shall give LICENSOR any rightin Canada. The parties agree that, title if reasonable and mutually agreed upon in writing, the terms of this Agreement may be incorporated into a similar but separate agreement for Licensee’s (or interest in the Licensed Marksits designated affiliate) Canada operations.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject (a) Subject to the terms and conditions of this Agreement, an exclusive worldwide licenseLicensor hereby grants to Licensee, with and Licensee hereby accepts from Licensor a non-exclusive, non-transferable (except as set forth in Section 10.7), non-sublicensable (except as provided in Section 2.1(c)), limited right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and license to (ii) use the Non-Exclusive Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of Business in the Game. LICENSEE may sublicense Territory during the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to Term solely (i) makeon Licensed Products, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) on Licensee Websites, and (iii) in Licensee’s marketing and advertising efforts and materials to promote such Licensed Products. Except as provided in Section 2.2, Licensee’s use of the Non-Exclusive Licensed Marks under the terms of this Agreement shall be free of any fees. (b) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor an exclusive, non-transferable (except as set forth in Section 10.7), non-sublicensable (except as provided in Section 2.1(c)), limited right and license to use the Exclusive Licensed Marks and Licensed Works on or in connection with the developmentBusiness in the Territory during the Term solely (i) on Licensed Products, operation(ii) on Licensee Websites, distribution and/or promotion and (iii) in Licensee’s marketing and advertising efforts and materials to promote such Licensed Products. Except as provided in Section 2.2, Licensee’s use of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure Exclusive Licensed Marks under the terms of LICENSEE to respond in writing within ten (10) business days this Agreement shall be deemed a denial free of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestfees. 2.3 LICENSEE (c) Licensor hereby acknowledges that LICENSOR Licensee owns all right, title and interest in and to the Licensed Subject Matter“Leju ()” Trademark. Licensee hereby grants Licensor a non-exclusive, non-transferable, non-sublicensable, limited right and agrees that it will do nothing inconsistent license to use the “Leju ()” Trademark in connection with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of application(s) for the Exclusive Licensed Marks by LICENSEE shall inure and maintaining registrations for the Exclusive Licensed Marks resulting therefrom. All rights in and to the benefit of and be on behalf of LICENSORLeju Trademark not expressly granted herein are hereby exclusively reserved by Licensee. LICENSEE agrees that nothing Nothing in this Agreement shall give LICENSEE preclude Licensee, its Affiliates, or any rightof their respective successors or assigns from using or permitting other Persons to use the Leju Trademark in any manner, title or interest taking any action to enforce its or their rights therein. (d) Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Marks; provided, however, that any rights granted to Licensee hereunder with respect to the Licensed Marks may, without the prior consent of Licensor, be sublicensed to SINA Leju and Licensee’s Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business in the Licensed Subject Matter, other than Territory during the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest Term. All rights in and to the Licensed Marks not expressly granted herein are hereby reserved exclusively by Licensor. Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership shall be responsible for the compliance of the Licensed Marks, terms and agrees that all use conditions of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any rightby all of its sublicensees. Without limiting the foregoing, title or interest in the Licensed Marksevent any sublicensee undertakes any action (or inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) shall be deemed a breach by Licensee under this Agreement.

Grant of License. 2.1 LICENSOR hereby 3.1 The Product(s) are provided under license. Vendor grants to LICENSEE Customer, as a participating BOCES in the SOLID on behalf of Erie 1 BOCES, and its Affiliatesto each other BOCES that is a participant in the SOLID, subject a non-assignable, non-transferable and non-exclusive license to utilize the Product(s) pursuant to the terms and conditions of this Agreementset forth herein. Vendor further grants to each individual school district that contracts for the Product(s) with a BOCES through the SOLID by purchasing CoSer 6316 School Library Systems Service and provides professional development through the same CoSer, an exclusive worldwide licensea non-assignable, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease non-transferable and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to utilize the Product(s) pursuant to the specific country terms and conditions set forth herein. For purposes of the specific third party approved in LICENSOR’S requestlicenses granted by Vendor pursuant to this Agreement, Customer, each other BOCES, and each individual school district as described herein may also be referred to individually as a “Licensee” and collectively as “Licensees. 2.3 LICENSEE acknowledges that LICENSOR owns all right” Licensees shall not assign, title and sublicense or otherwise encumber or transfer the Product(s) without the prior written consent of the Vendor. Nothing herein shall act to transfer any interest in and the Product(s) to the Licensed Subject Matterany Licensee, and agrees that it will do nothing inconsistent with LICENSOR’S title to and ownership of the Licensed Subject MatterProduct(s) shall at all times remain with the Vendor. 3.2 Vendor may terminate the license granted to a Licensee under this Agreement if the Licensee fails to comply with any terms and conditions of this Agreement that are specifically applicable to that entity as a Licensee. Within five (5) days of receipt of such termination, and agrees that the Licensee shall return all use of the Licensed Marks by LICENSEE shall inure materials related to the benefit Product(s) and, to the extent applicable, arrange with Vendor to remove the Product(s) from the computers located at the Licensee’s sites or under the direct control of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 aboveLicensee. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees 3.3 Vendor warrants that it will do nothing inconsistent with LICENSEE’S ownership has full power and authority to grant the rights herein described. Vendor’s obligation and liability under this Section 3 shall be to obtain any authorization necessary to make effective the grant of license to Licensees to use the Licensed MarksProduct(s), in such a manner or method as determined by Vendor, at Vendor’s own cost and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marksexpense.

Grant of License. 2.1 LICENSOR Seller hereby grants to LICENSEE Buyer a nonexclusive, irrevocable, paid up, royalty-free, sublicensable right and its Affiliates, license to use the Licensed IP during the Phaseout Period in connection with Buyer’s maintenance of the Liabilities and ownership of the Assets and Branches in accordance with and subject to the terms following: (1) Beginning on the Closing Date and conditions of this Agreementduring the subsequent one hundred fifty (150) days thereafter (the “Phaseout Period”), an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) Buyer will use the Licensed Marks IP as reasonably necessary or desirable to communicate to customers and Licensed Works on or in connection with the development, operation, distribution and/or promotion public the transition of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSORAssets and Liabilities from Seller to Buyer, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; IP shall be replaced, removed, covered-over or to (ii) use the Licensed Marks and Licensed Works on or in connection with the developmentotherwise obliterated by Buyer, operationat Buyer's expense, distribution and/or promotion as promptly as practicable for items existing as of the Game Closing Date with Licensed IP affixed to them that are used in a specific country. LICENSOR shall submit such request to LICENSEE in writing the maintenance of the Liabilities and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject MatterAssets and the Branches. Without limitation to the above, and agrees that Seller will take all actions as may be needed to enable Buyer’s use of the Licensed Marks by LICENSEE IP, including access to and redirecting of domain name(s) as applicable. (2) Buyer further agrees that any and all permitted uses of the Licensed IP pursuant to the Agreement shall inure to the sole and exclusive benefit of Seller and be on behalf of LICENSOR. LICENSEE Seller Parent. (3) Buyer agrees that nothing in this Agreement shall give LICENSEE any right, title or interest use of the Licensed IP in the Licensed Subject Mattermaintenance of the Liabilities and ownership of the Assets and the Branches after the Closing shall be provided in accordance with all applicable Legal Requirements, other than and to the license additional terms and conditions as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges this Agreement and that LICENSEE owns all right, title and interest in and to the Licensee Markssame shall not reflect adversely upon the good name of Seller, and agrees that it will do nothing inconsistent with LICENSEE’S the maintenance of the Liabilities and ownership of the Licensed Marks, Assets and agrees the Branches will be of a high standard and skill that all use of is at least commensurate with the Licensee Marks shall inure standard and skill employed by Seller immediately prior to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed MarksClosing Date.

Grant of License. 2.1 LICENSOR Licensor hereby grants to LICENSEE and its AffiliatesLicensee, subject to on the terms and conditions hereinafter set forth (including, but not limited to the terms of this AgreementSection 6 below), an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a royalty-free non-exclusive license (the "License") to use the Marks during the Term (as defined below) in connection with respect Licensee's corporate name and Trade Materials within the Business (as defined in the Limited Liability Company Agreement of Qwest Cybe▇.▇▇▇▇▇▇▇▇▇ ▇▇▇, effective as of June 3, 1999, by and among Licensor, KPMG LLP, and Softline Consultants & Integrators, Inc.) (the "Licensed Use"). From time to time the specific country Licensed Used may be expanded to include additional uses requested by Licensee and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE writing by Licensor in the exercise of its sole discretion on a case by case basis. Licensee acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership Licensor is under no obligation to approve any such additional uses of the Licensed Subject Matter, Marks and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership not use the Marks in any way except as provided herein. All rights not expressly granted to Licensee hereunder are reserved by Licensor. Without limiting the generality of the Licensed Marksforegoing, Licensee acknowledges and agrees agree that all Licensor may continue to use and grant licenses to others of the Licensee Marks shall inure rights to use the benefit of word "WEST" and be on behalf of LICENSEEany trade names, service marks, logos, trade dress, designs and other 132 CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. LICENSOR agrees that nothing OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS. identifying marks embodying the word "WEST" in this Agreement shall give LICENSOR connection with any rightand all activities, title or interest in including the Licensed MarksUse, without violating the terms of this Agreement.

Grant of License. 2.1 LICENSOR In consideration of the promises and covenants contained herein, the Telephone Company hereby grants to LICENSEE and its Affiliates, subject to Licensee for the terms and conditions Term of this Agreement, an Agreement a worldwide and non-exclusive worldwide license, with right of sublicense, Directory Use license to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (iia) use the Licensed Marks Listing Information, other than Non-Listed Subscribers, for publishing and Licensed Works on or distributing directories in any format, and for soliciting advertising and listings for such directories; (b) store, copy, display, enhance and modify the Listing Information, append other information to the Listing Information and distribute and transmit the Listing Information in connection with the developmentpublishing and distribution of Licensee’s directories (the “License”). In addition, operation, distribution and/or promotion the Licensee may provide a copy of the GameListing Information to its affiliates and contractors for the purpose of testing, developing, and publishing the Licensee’s directories. LICENSEE may sublicense Notwithstanding anything to the rights contrary, (a) the forgoing License is granted herein upon written approval without limit as to the number of times that the Listing Information can be used by LICENSORthe Licensee, which as applicable; and (b) the Licensee shall not be unreasonable withheldentitled to make unlimited distribution of directories that it publishes. 2.2 Notwithstanding The License for Non-Listed information is only for the licensed granted purposes of directory distribution and to help insure that Non-Listed Subscribers are not published in Section 2.1, LICENSOR the directory. In no event may request on occasion that LICENSEE allow LICENSOR the Listing Information be used for any voice or automated voice directory assistance product or service without Telephone Company’s consent. The Licensee shall have no right to grant a third sell or sub-license information received pursuant to this License to any other party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating without the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion written consent of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such requestTelephone Company. In no event may the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestListing Information be used for any purpose except as expressly set forth herein. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title The Telephone Company represents and interest in and to the Licensed Subject Matter, and agrees warrants that it will do nothing inconsistent with LICENSOR’S ownership is authorized to grant the License and the other rights described herein to Licensee and covenants that the Licensee’s exercise of the Licensed Subject MatterLicense will infringe no copyright or other right of any person or entity. The Telephone Company will indemnify and hold Licensee harmless from and against any claims, suits, damages, liabilities and agrees expenses (including reasonable attorney’s fees) that all may result from any claim of infringement arising out of the Licensee’s’ permitted use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 aboveListing Information. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject (a) Subject to the terms and conditions of this Agreement, an exclusive worldwide licenseand for good and valuable consideration, with right the sufficiency of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1is hereby acknowledged, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect and non- transferable License to LICENSEE to access the specific country and Licensed Data maintained on LICENSOR'S RETS server for the specific third party approved limited purpose of copying such Licensed Data (or derivatives thereof) through LICENSEE'S Software to enable Participants in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right'S MLS, title and interest in and or real estate licensees affiliated with such Participants, to use the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks functionality offered by LICENSEE shall inure to the benefit of and be on behalf of LICENSORLICENSEE'S Software. LICENSEE agrees that nothing it shall license LICENSEE'S Software for use with the Licensed Data only to persons or entities who, at the time of such license grant, are bona fide Participants in good standing in LICENSOR'S MLS. LICENSEE agrees, immediately upon notice from LICENSOR, to terminate access to the Licensed Data of any customer, client, or licensee of LICENSEE that LICENSOR advises LICENSEE is no long a Participant in LICENSOR'S MLS, and therefore no longer eligible to access and use the Licensed Data . (b) LICENSOR shall have the right to determine, in its sole discretion, the time periods and frequencies at which LICENSEE, or LICENSEE'S Software, may access LICENSOR'S RETS Server for the purpose of requesting Licensed Data from that Server. (c) At any time during this Agreement, LICENSOR may, upon written notice by mail, facsimile or e-mail to LICENSEE, amend, modify, limit, or terminate the License granted in Section 2(a) for the reasons stated in the written notice. LICENSEE shall conform, or cause LICENSEE'S Software to conform, to the terms of such notice, including any amendment or termination of the License granted in Section 2(a), immediately upon receipt of LICENSOR'S notice thereof. The bases upon which LICENSOR may amend, modify, limit, or terminate the License granted in Section 2(a) shall include, but not be limited to, the preservation and maintenance of the integrity and optimal performance standards of the computer database management software and hardware that provides the core functionality that LICENSOR'S MLS delivers to LICENSOR'S Participants. If LICENSOR amends, modifies, limits, or terminates the License granted in Section 2(a), or at any other time that LICENSEE chooses in its sole discretion, LICENSEE may terminate this Agreement in its entirety by written notice to LICENSOR (in which event all provisions governing termination of this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marksapply, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks License granted in Section-2(a) shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marksimmediately terminate.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject 1.1 Subject to the terms and conditions of this Agreementset forth herein, an exclusive worldwide Hampton grants to KCI and KCI hereby accepts from Hampton, a non-exclusive, non-transferable (except as expressly permitted herein) right and license, with no right of sublicenseto sub-license, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or solely in connection with the development, operation, distribution and/or promotion marketing and sale of the Game. LICENSEE may sublicense Licensed Products in the rights granted herein upon written approval by LICENSORDistribution Channels in the Territory, which shall not be unreasonable withheldas defined in the Term Sheet, for the Initial Term (as defined herein) and any renewal thereof (collectively the “Term”). 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use 1.2 KCI hereby acknowledges Hampton’s ownership of the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S not, during or after the Term of this Agreement (i) contest the validity of the Licensed Marks, this Agreement or Hampton’s ownership or use of the Licensed Marks, or (ii) apply to register or aid a third party in registering the Licensed Marks or confusingly similar marks in the United States or in any other country or jurisdiction. 1.3 Hampton expressly retains full and complete ownership of the Licensed Subject MatterMarks and all other rights not expressly granted to KCI under this Agreement, and agrees that all use of the Licensed Marks thereof by LICENSEE KCI shall inure to the benefit of and Hampton. KCI shall not manufacture, advertise, promote, market, sell or distribute Licensed Products as premiums or promotions including, but not limited to, fund raising, giveaways, combination sales or similar methods of merchandising, except as may be on behalf approved by Hampton in writing, which approval shall not unreasonably be withheld. KCI shall not participate in or authorize any marketing, promotion, distribution, sale or use, direct or indirect, of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject MatterProducts in any country outside the Territory or in any manner not expressly included within the Distribution Channels and will not knowingly sell the Licensed Products to Persons who intend or are likely to market, other than the license as set forth in Section 2.1 abovepromote, distribute, or resell them. 2.4 LICENSOR acknowledges 1.4 KCI shall cause to appear on all advertising and promotional materials on or in connection with which the Licensed Marks are used, such legends, markings and notices as may be required by Hampton from time to time in order to give appropriate notice of all trademark rights therein or pertaining thereto. KCI shall use proper designations on all advertising and promotional materials indicating that LICENSEE owns all right, title and interest in and to Hampton is the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership owner of the Licensed Marks. The H▇▇▇▇▇▇▇ Beach/P▇▇▇▇▇▇-Silex Inc., Licensing — Product Approval Guidelines, Rev. 5, dated June 19, 2006, is attached hereto as Exhibit B and agrees that all use is incorporated herein by reference (the “LPAG”). The LPAG shall govern the approval and regulation of the Licensee Marks shall inure quality of the Licensed Products under this Agreement. Hampton may revise the LPAG from time to time in its discretion. 1.5 The Prior Agreement is hereby terminated as of the benefit Effective Date and is superseded in its entirety by this Agreement. The termination of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this the Prior Agreement shall give LICENSOR not relieve KCI of any right, title or interest in of its obligations under the Licensed MarksPrior Agreement that survive its termination.

Grant of License. 2.1 LICENSOR (a) Licensor hereby grants to LICENSEE Licensee an exclusive, transferable, license for use in the Territory, with unlimited right of sublicense, as set forth in Section 2.1(e) below, to allow the Licensee to use the Intellectual Property to make, use, and apply the Technology in the course of Licensee’s business, which, in the absence of the License, would infringe Licensor’s intellectual property; (b) Except for the rights granted pursuant to the License, Licensor shall retain all rights, title and interest to the Technology; (c) Licensee shall be responsible for all of the testing and improvements to the Technology; (d) Licensor shall retain all rights to the Improvements, but such Improvements shall also be a part of the License; (e) Licensee shall have the right to offer unlimited royalty-bearing sublicenses to third parties where such third parties are in a position to commercialize the Technology in ways that Licensee cannot accomplish in a competitive manner. Licensee shall pay Licensor three percent (3.0%) of all royalties and fees received from such third parties. If Licensee receives any non-cash consideration as part of the sublicense consideration (including equity in sub-licensee or other entities), Licensor shall have the option to take its Affiliatesportion of the sublicense consideration in kind or in cash based on the fair market value of the non-cash consideration as of the date of receipt by Licensee wherein the fair market value as determined by Licensee’s independent accounting advisors shall equal the cash consideration an unaffiliated, unrelated buyer would pay in an arm’s length sale of a substantially identical item sold in the same quantity, under the same terms, and at the same time and place. Such right to sublicense is subject to the following conditions: (i) In each sublicense agreement, the sublicensee will be subject to the terms and conditions of the license granted to Licensee under this Agreement, an exclusive worldwide licenseand the sublicensee will be prohibited from either assigning its sublicense or granting further sublicenses, with right without first obtaining approval from Licensor; provided, however, that in the event that such further sublicense is approved, any fee or other consideration paid to sublicensee in consideration of sublicensesuch sub-sublicense will be treated as sublicense consideration as if the sub-sublicensee were a sublicensee. Nevertheless, to: (i) makeLicensee may set royalty or other payments at its discretion for its sublicensees, have made, use, offer for sale, sell, lease and import products and services covered by as long as the applicable royalties or incorporating other payments of its sublicensees are not more favorable to the Licensed Patents; and to sublicensee than the corresponding terms of this Agreement. (ii) use Licensee will forward to Licensor, within thirty (30) days following its execution, a fully executed, complete, and accurate copy written in the Licensed Marks English language of each sublicense agreement granted under this Agreement. Licensor’s receipt of such sublicense agreement will not constitute a waiver of any of Licensor’s rights or Licensee’s obligations under the Agreement. (iii) Notwithstanding any such sublicense agreement, Licensee will remain primarily liable to Licensor for all of Licensee’s duties and Licensed Works on obligations contained in the Agreement, and any act or in connection with the development, operation, distribution and/or promotion omission of a sublicensee that would be a breach of the Game. LICENSEE may sublicense the rights granted herein upon written approval Agreement if performed by LICENSOR, which shall not Licensee will be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR deemed to grant be a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered breach by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion Licensee of the Game Agreement. Each sublicense agreement will contain a right of termination by Licensee in the event that the sublicensee breaches the payment obligations affecting Licensor or any other material terms and conditions of the sublicense agreement that would constitute a specific country. LICENSOR shall submit breach of the terms and conditions of the Agreement if such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such requestacts were performed by Licensee. In the event of such sublicensee breach, and if after a reasonable opportunity to cure as provided in any such sublicense agreement, such sublicensee fails to cure such sublicensee breach, then Licensee will terminate the sublicense agreement unless Licensor agrees in writing that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestsuch sublicense agreement need not be terminated. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership (iv) Upon termination of the Licensed Subject MatterAgreement for any reason, all sublicense agreements will, at Licensor’s option, be (i) assigned to and agrees that assumed by Licensor, or (ii) terminated. (f) Licensee shall pay Licensor a royalty of three percent (3%) of all gross revenues resulting from the use of the Licensed Marks Technology by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing Licensee, except as otherwise modified in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 abovewriting. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR Licensor hereby grants Licensee the right to LICENSEE use the name, photograph, characterization, likeness, voice, image, and its Affiliatesbiographical data of Licensor (the "Licensed Subject Matter") in connection with the development, manufacture, distribution, promotion, and sale of the Products ("the License"). This License shall be effective worldwide and shall continue from the date hereof until the end of the 1999-2000 NBA basketball season, unless extended pursuant to the terms hereof or unless terminated in accordance with the terms and conditions of Paragraphs 8 or 9 of this Agreement (the "Term"), provided, however, that all terms, including without limitation Paragraphs 12 and the representations and warranties set forth herein, capable of surviving shall survive the Term of this Agreement. Notwithstanding the foregoing, if sales of the Cereal reach 800,000 boxes, the License Term shall be automatically extended through the 2000-2001 NBA basketball season, provided that in such event, Licensor shall receive from Licensee an additional Warrant (as hereinafter defined) with an expiration date of five (5) years from the date of grant to purchase 30,000 shares of the Company's unregistered common stock at a purchase price equal to 50% of the average of the daily volume-weighted average prices of the Company's common stock during the thirty trading days following the date of such extension. Licensee acknowledges and agrees that the rights granted herein are those associated with a license and that this Agreement shall not be deemed or construed to be an assignment of Licensor's rights. Accordingly, Licensor shall retain all rights in and to the Licensed Subject Matter and all rights incidental or related thereto. Notwithstanding the foregoing, the parties acknowledge and agree that Licensee's rights to use Licensed Subject Matter shall automatically revert to Licensor upon the earlier of the expiration or termination of this Agreement. Licensor is not prohibited, prevented or in any way restricted by this Agreement from using, permitting or licensing others to use the Licensed Subject Matter in connection with any advertisement, promotion, merchandising, or public relations, including personal appearances, or the sale of any product, service, or business. Licensee hereby acknowledges and agrees that this Agreement is subject to the terms and conditions of this Agreementthe NBA Group License Agreement dated September 18, an exclusive worldwide license1995 (and any successor agreement thereto), with right of sublicensewhich, to: (i) makeamong other things, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating may allow the Licensed Patents; and Subject Matter to (ii) use the Licensed Marks and Licensed Works on be featured or used in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection competitive with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestProducts. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby 3.1 Subject to Article 3.3, UBC grants to LICENSEE the Licensee a worldwide, exclusive license to use and sublicense the Technology and any Improvements and to manufacture, have made, distribute, sell, offer for sale, import, and export the Products on the terms and conditions set out in this Agreement. 3.2 The license granted under this Agreement is granted only to the Licensee and any Affiliated Companies of the Licensee listed in Schedule “F”, provided that: (a) each Affiliated Company will perform the terms of this Agreement as if such Affiliated Company were a signatory to this Agreement and each Affiliated Company agrees with UBC as primary obligor, to adopt as its Affiliates, subject to own obligations every obligation of the Licensee contained or set forth in this Agreement; (b) the Licensee unconditionally guarantees the performance of each Affiliated Company with the terms and conditions of this Agreement; (c) Affiliated Companies shall, an exclusive worldwide licenseat Licensee’s election, either by itself or through consolidated accounting with right Licensee, account for, and report, their sales of sublicense, to: (i) make, have made, use, offer for sale, sell, lease Product and import products and services covered by receipts of Revenue on the same basis as if such sales or incorporating Revenues were the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on sales or in connection with the development, operation, distribution and/or promotion Revenues of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSORLicensee, which shall then be included in the calculation of royalties due to UBC under this Agreement; (d) the obligations and liabilities of each Affiliated Company and the Licensee under this Agreement shall be joint and several and UBC shall not be unreasonable withheldobliged to seek recourse against any Affiliate Company before enforcing its rights against the Licensee; and (e) the Affiliated Companies shall not further sublicense the Technology or any Improvements or enter into sublicense agreements with Sublicensees. [***]=CERTAIN CONFIDENTIAL INFORMATION OMITTED The Licensee may amend Schedule “F” from time to time on written notice to UBC to include additional Affiliated Companies of the Licensee. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE 3.3 The Licensee acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of UBC may use the Licensed Subject MatterTechnology and any Improvements without charge in any manner at all for internal and non-commercial research, scholarly publication, educational and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 abovenon-commercial uses. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject a) Subject to the terms and conditions set forth in this Agreement, the City grants to Gardener an exclusive, personal and non-assignable license, for the term of this Agreement, an exclusive worldwide licenseto use said Garden Plot for gardening purposes only. For purposes of this Agreement, "gardening purposes" shall be limited to the planting and tending of crops and plants. All crops and plants grown in the Garden Plot pursuant to this Agreement shall be the property of Gardener, provided that Gardener removes such crops and plants during the term of this Agreement. Any crops and plants remaining in the Garden Plot at the expiration or earlier termination of the Agreement shall automatically become the property of the City. Gardener hereby acknowledges that, during the gardening season, the Community Garden will be kept open during daylight hours, when at least one Gardener is present, for the enjoyment and pleasure of the general public. Neither City nor Manager shall be liable to Gardener for any losses to Gardener's property in the Garden Plot. b) The license granted to Gardener pursuant to this Agreement shall include the right of ingress and egress to and from the Community Garden, over the property of the City known as Schuylkill River Park, with right materials and light equipment necessary for the planting and tending of sublicensecrops and plants in the licensed Garden Plot. Such ingress and egress shall be limited, to: (however, to ingress and egress to and from the Community Garden through the Garden Gates, described in section 6 of this Agreement. Gardener covenants, represents and warrants that Gardener shall not enter upon any other Garden or Garden Plot other than the licensed Garden Plot, without the permission of such other licensee, in exercising the license granted in this Agreement. c) The license granted to Gardener pursuant to this Agreement shall not include, and Gardener covenants, represents and warrants that, throughout the term of this Agreement, Gardener shall not do, any of the following acts: i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or planting any plant which in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not maturity will be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within higher than ten (10) business days. Failure of LICENSEE to respond feet or any woody stem plants, trees or shrubs; ii) using chemical fertilizers, additives or other inorganic material in writing within ten the Garden Plot; iii) permitting pets or other animals (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect other than those animals indigenous to the specific country and area in which the specific third party approved licensed Garden Plot is located who enter the Garden Plot in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matternatural course of events, and agrees that it will do nothing inconsistent with LICENSOR’S ownership the exception of service dogs as described in the Licensed Subject MatterGarden Guidelines and Rules) to enter upon the Community Garden or Garden Plot; iv) removing soil from the Garden Plot; v) constructing or erecting any buildings, shed, structure or improvement (temporary or permanent) on or about the Garden Plot vi) occupying the Garden Plot for gardening or any other purpose after sunset, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest vii) placing anything other than inorganic trash in the Licensed Subject Matter, other than the license as set forth trash barrels located in Section 2.1 aboveSchuylkill River Park. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR Licensor hereby grants to LICENSEE and its AffiliatesLicensee a transferable, subject exclusive license under the Patent Rights to the terms and conditions of this Agreement, an exclusive worldwide license, with right of sublicense, to: (i) make, have made, import, use, further develop, distribute, offer for sale, sell, lease sell and import products and services covered by otherwise commercialize directly or incorporating indirectly the Licensed Patents; Product in the Licensed Territory and an exclusive license to (ii) use the Licensed Marks Know How in the Licensed Territory (the "License"). Licensee shall have the right and license under the Patent Rights to manufacture and have manufactured, the Licensed Works on or Product (which shall include the right to use the Licensed Know How in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheldsuch manufacture). 2.2 Notwithstanding Within thirty (30) days of the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR date Licensee notifies Licensor of Licensee's election to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating manufacture the Licensed Patents; Product, or at such other time or as the Parties agree (the "Notice Date"), Licensor will deliver to (ii) Licensee all Licensed Know How relating to the manufacture of the Licensed Product existing, as of the Notice Date. In such event, the Parties shall cooperate with each other in order that Licensee may initiate the manufacture of the Licensed Product as soon as practicable and shall take such actions as are appropriate to achieve such goals. 2.3 Licensee shall not use the Licensed Marks and Product for purposes other than those specifically authorized herein, nor make any sale of Licensed Works on or in connection with Product outside the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestLicensed Territory. 2.3 LICENSEE acknowledges that LICENSOR owns all right2.4 The License granted hereby is transferable by Licensee, title and interest in and to the Licensed Subject Matterdirectly or indirectly, and agrees that it will do nothing inconsistent with LICENSOR’S ownership Licensee may grant any sublicenses of the Licensed Subject Matter, and agrees that all use of Product or the Licensed Marks by LICENSEE shall inure Know How, subject only to any applicable limitations pursuant to the benefit of and Third Party Licenses. 2.5 The License granted herein shall be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license subject to termination only as set forth in Section 2.1 above6 hereof. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE 1.1 In consideration of the mutual promises and its Affiliatesconditions set out in this Agreement, and subject to the terms and conditions of this Agreement, an exclusive worldwide licenseLicensor hereby grants, or hereby procures the grant by the relevant Affiliate of Licensor, to Licensee, with right effect from the Effective Date, a royalty-free, assignable (in accordance with Clause 15.2 (Assignment by Licensee)), sub-licensable (in accordance with Clause 2 (Sub-licenses)) (a) and, subject to Clause 1.3, exclusive license during the Transitional License Term (subject to earlier termination of sublicense, to: this Agreement in accordance with Clause 10 (iTermination)) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating to use the Transitionally Licensed IP Rights (other than the Licensed Patents; Corporate Names) for the Transitional License Purpose; (b) and Non-exclusive license during the Transitional License Term (subject to earlier termination of this Agreement in accordance with Clause 10 (iiTermination)) to use the Licensed Marks Corporate Names for the Transitional License Purpose; and (c) subject to Clause 1.3, exclusive and perpetual license (subject to termination of this Agreement in accordance with Clause 10 (Termination)) to use the Perpetually Licensed Works on or IP Rights for the Perpetual License Purpose, provided that, for (c), Alcon acknowledges that the license granted in this Clause 1.1 is exclusive other than with respect to Novartis’ and its Affiliates’ continued right to use the Perpetually Licensed IP Rights in connection with the developmentmaking, operationusing, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSORselling, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer offering for sale, sell, lease importing and import products and services covered by or incorporating otherwise Commercialising the Novartis Products in the Shared Licensed Field. 1.2 Licensee acknowledges that to the extent the licenses granted under Clause 1.1 includes jurisdictions in the Territory in which Licensor has not registered any of the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the developmentIP Rights, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all Licensor licenses only its unregistered right, title and interest in the Licensed IP Rights (if any). 1.3 The licenses granted to Licensee under Clause 1.1 shall be subject to any rights granted by Licensor and its Affiliates to any Third Party in relation to the Transitionally Licensed IP Rights and the Perpetually Licensed IP Rights before the Effective Date. 1.4 Subject Matterto Clause 1.5, any Party (and any relevant Affiliate of any Party, including, in the case of Licensee, any Affiliate of Licensee that is granted a sub-license in accordance with Clause 2 (Sub-licenses)) may, at its own cost, take all steps required for the recordal of any license granted under Clause 1.1 at any relevant intellectual property registry in the Territory, provided that, it shall, unless otherwise agreed, use a short-form license confirming the key terms of this Agreement applicable to the relevant license(s) in a form mutually agreed by Licensor and Licensee. If requested, each Party shall, at the requesting Party’s cost, provide any reasonable assistance in connection with a recordal under this Clause 1.4 at an intellectual property registry in the Territory. Licensee shall (unless Licensor has assisted with that recordal) promptly inform Licensor of any recordal of a license granted under Clause 1.1 that is made by Licensee (or any Affiliate of Licensee) at any intellectual property registry in the Territory. 1.5 Licensee hereby grants, and agrees that it will do nothing inconsistent with LICENSOR’S ownership agrees, as applicable, to cause its Affiliates to grant, to Licensor an irrevocable power of the Licensed Subject Matterattorney, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing Licensee or such applicable Affiliate, for the sole purpose of executing the cancellation of any recordal of a license granted under Clause 1.1 in this Agreement shall give LICENSEE any right, title or interest relevant intellectual property registry in the Licensed Subject Matter, other than the license as set forth in Section 2.1 aboveTerritory upon termination of this Agreement. 2.4 LICENSOR acknowledges 1.6 The Parties acknowledge and agree that LICENSEE owns all rightcertain rights, title and interest in and including with respect to certain Licensed IP Rights, have been granted by the Licensor to the Licensee Markspursuant to Exhibit 9 (Shared Moulds) of the Manufacturing and Supply Agreement in connection with the use of Shared Moulds, and agrees the relevant rights and obligations set out in that it will do nothing inconsistent with LICENSEE’S ownership of Exhibit shall govern the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed MarksShared Moulds.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject to (a) Upon the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee and Licensee hereby accepts for the Term of this Agreement, an exclusive worldwide licensea non-transferable license to manufacture, with right of sublicensepromote, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating distribute the Licensed Patents; and Products for the ultimate retail to (ii) the public throughout the Territory arid to use the Licensed Marks and Licensed Works on or Materials solely in connection with the developmenttherewith, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which but in no event shall not Licensee be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR allowed to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by distribute or incorporating sell the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the developmentProducts before September 1, operation, distribution and/or promotion of the Game in a specific country2002. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days Such license shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license only with respect to the specific country distribution of the Licensed Products in the Territory during the Term. Licensee shall have no rights to the Licensed Products or the Licensed Materials except as expressly set forth in this Agreement. (b) The manufacturing and distribution rights granted by Licensor to Licensee pursuant to subparagraph 2(a) above shall be subject to the following limitations: (i) Licensee shall be solely responsible for obtaining, and shall obtain, all approvals, consents and permissions which may be required from Nintendo Ltd., Nintendo of America, Inc. or any affiliate thereof (collectively "Nintendo") and shall at all times comply with all requirements and guidelines of Nintendo with respect to the Licensed Products and the specific third party approved manufacture, advertising, promotion, distribution and sale thereof hereunder; and (c) Licensee specifically understands and agrees that no rights are granted herein with respect to any trademark(s), logo(s) or copyrights owned or licensed by Licensor other than those specifically included in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns the Licensed Materials, it being understood that, except as expressly provided to the contrary herein, all right, title and interest rights in and to said properties are reserved exclusively to Licensor for use and/or licensing as it deems appropriate to third party(ies) of its choice. (d) Licensee shall have no rights whatsoever to use, distribute, or otherwise exploit the Licensed Subject MatterProducts, and agrees that it will do nothing inconsistent with LICENSOR’S ownership the Licensed Materials or the Promotional Material (as defined below) after the expiration of the Licensed Subject Matter, and agrees that all use of Term hereof (as the Licensed Marks Term may be extended by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.mutual written agreement) -

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE the exclusive, sub-licensable right and its Affiliateslicense (hereinafter referred to a the "License") to pursue the development in accordance with the Development Plan as required in order to apply for Registration(s) for the Combi-Gel NETA, and upon receipt of such Registration, to manufacture, ma▇▇▇▇, distribute and sell the Product, in the Territory, and to use the Patents and Know-How exclusively for that purpose, all in accordance with the provisions contained in this Agreement and subject to the terms and conditions of this Agreement, an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion payment of the GameMilestone Payments and the Royalty pursuant to Section 5. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheldbelow. 2.2 Notwithstanding For the licensed avoidance of doubt, LICENSEE explicitly acknowledges and agrees that the License under the Patents and the Know-How granted hereunder is strictly limited to the Combi-Gel NETA (as defined in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to 1.2 above) and the Product (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted as defi▇▇▇ in Section 2.1 above from an exclusive to a non-exclusive 1.6 above), and LICENSOR does not grant any license with respect to any other product under its proprietary technology platform consisting of gel formulations combining Estradiol with a progestative (other than Norethindrone Acetate) as active ingredients. It is, however, expressly understood that LICENSEE shall have a right of first refusal on any gel formulation developed by LICENSOR on its own combining Estradiol with any other progestative. LICENSOR shall offer to LICENSEE the specific country same rights for such other combination as set out in 2.1 hereinabove under an agreement comparable to this Agreement with the commercial terms and conditions to be mutually agreed upon by the specific third party approved Parties in LICENSOR’S requestgood faith negotiations. LICENSEE may exercise such right of first refusal within three (3) months following the receipt of the respective offer. 2.3 Notwithstanding any sub-license(s) to be granted by LICENSEE acknowledges that LICENSOR owns hereunder, LICENSEE shall continue to be bound by any and all rightobligations under this Agreement, title and interest in and to the Licensed Subject Matteras if no sub-license was granted, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to be responsible for any and all acts, deeds and omissions of any of its sub-licensee(s) hereunder, during the benefit term of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 aboveAgreement. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE 1.1 In consideration of the mutual promises and its Affiliatesconditions set out in this Agreement, and subject to the terms and conditions of this Agreement, an exclusive worldwide licenseLicensor hereby grants, or hereby procures the grant by the relevant Affiliate of Licensor, to Licensee, with right effect from the Effective Date, a royalty-free, assignable (in accordance with Clause 15.2 (Assignment by Licensee)), sub-licensable (in accordance with Clause 2 (Sub-licenses)) (a) and, subject to Clause 1.3, exclusive license during the Transitional License Term (subject to earlier termination of sublicense, to: this Agreement in accordance with Clause 10 (iTermination)) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating to use the Transitionally Licensed IP Rights (other than the Licensed Patents; Corporate Names) for the Transitional License Purpose; (b) and Non-exclusive license during the Transitional License Term (subject to earlier termination of this Agreement in accordance with Clause 10 (iiTermination)) to use the Licensed Marks Corporate Names for the Transitional License Purpose; and (c) subject to Clause 1.3, exclusive and perpetual license (subject to termination of this Agreement in accordance with Clause 10 (Termination)) to use the Perpetually Licensed Works on or IP Rights for the Perpetual License Purpose, provided that, for (c), Novartis acknowledges that the license granted in this Clause 1.1 is exclusive other than with respect to Alcon’s and its Affiliates’ continued right to use the Perpetually Licensed IP Rights in connection with the developmentmaking, operationusing, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSORselling, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer offering for sale, sell, lease importing and import products and services covered by or incorporating otherwise Commercialising the Alcon Products in the Shared Licensed Field. 1.2 Licensee acknowledges that to the extent the licenses granted under Clause 1.1 includes jurisdictions in the Territory in which Licensor has not registered any of the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the developmentIP Rights, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all Licensor licenses only its unregistered right, title and interest in the Licensed IP Rights (if any). 1.3 The licenses granted to Licensee under Clause 1.1 shall be subject to any rights granted by Licensor and its Affiliates to any Third Party in relation to the Transitionally Licensed IP Rights and the Perpetually Licensed IP Rights before the Effective Date. 1.4 Subject Matterto Clause 1.5, any Party (and any relevant Affiliate of any Party, including, in the case of Licensee, any Affiliate of Licensee that is granted a sub-license in accordance with Clause 2 (Sub-licenses)) may, at its own cost, take all steps required for the recordal of any license granted under Clause 1.1 at any relevant intellectual property registry in the Territory, provided that, it shall, unless otherwise agreed, use a short-form license confirming the key terms of this Agreement applicable to the relevant license(s) in a form mutually agreed by Licensor and Licensee. If requested, each Party shall, at the requesting Party’s cost, provide any reasonable assistance in connection with a recordal under this Clause 1.3 at an intellectual property registry in the Territory. Licensee shall (unless Licensor has assisted with that recordal) promptly inform Licensor of any recordal of a license granted under Clause 1.1 that is made by Licensee (or any Affiliate of Licensee) at any intellectual property registry in the Territory. 1.5 Licensee hereby grants, and agrees that it will do nothing inconsistent with LICENSOR’S ownership agrees, as applicable, to cause its Affiliates to grant, to Licensor an irrevocable power of the Licensed Subject Matterattorney, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing Licensee or such applicable Affiliate, for the sole purpose of executing the cancellation of any recordal of a license granted under Clause 1.1 in this Agreement shall give LICENSEE any right, title or interest relevant intellectual property registry in the Licensed Subject Matter, other than the license as set forth in Section 2.1 aboveTerritory upon termination of this Agreement. 2.4 LICENSOR acknowledges 1.6 The Parties acknowledge and agree that LICENSEE owns all rightcertain rights, title and interest in and including with respect to certain Licensed IP Rights, have been granted by the Licensor to the Licensee Markspursuant to Exhibit 9 (Shared Moulds) of the Manufacturing and Supply Agreement in connection with the use of Shared Moulds, and agrees the relevant rights and obligations set out in that it will do nothing inconsistent with LICENSEE’S ownership of Exhibit shall govern the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed MarksShared Moulds.

Grant of License. 2.1 LICENSOR Licensor hereby grants to LICENSEE Licensee the exclusive right and its Affiliateslicense in the Territory for the Field of Use to practice under the Patent Rights and Know-How, subject and to the terms and conditions of this Agreementextent not prohibited by other patents, an exclusive worldwide license, with right of sublicense, to: (i) to make, have made, use, offer for salemaintain, sellexecute, copy, market, lease and import products and services covered by or incorporating sell Licensed Products during the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheldAgreement Term. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion Licensor shall retain ownership of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing Patent Rights and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest other rights in and to the Licensed Subject MatterPatent Rights and reserves the right to practice under the Patent Rights for research, educational and other non-commercial purposes. 2.3 Each party and its respective employees shall have the right to publish material about research relating to the Patent Rights. 2.4 Licensee shall have the right to enter into sublicensing agreements for the rights, privileges and licenses granted hereunder " provided, however, that Licensee shall not assign, transfer, sublicense, mortgage, charge, or otherwise dispose of any of the rights granted to it under this Agreement without the prior written consent of the Licensor, such consent not to be unreasonably withheld. 2.5 Licensee agrees that any sublicenses granted by it will do nothing inconsistent with LICENSOR’S ownership shall provide that the obligations to Licensor of the Licensed Subject MatterSections 2, 5, 7, 8, 10, 13, 14 and agrees that all use 16 of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Sections to sublicense agreements. 2.6 Licensee agrees to forward to Licensor a copy of any rightand all sublicense agreements promptly upon execution by the parties. 2.7 The license granted hereunder shall not be construed to confer any rights upon Licensee by implication, title estoppel or interest in the Licensed Subject Matter, other than the license otherwise as to any technology not specifically set forth in Section 2.1 aboveSchedule A hereof. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby 3.1 The Product(s) are provided under license. Vendor grants to LICENSEE Customer, as a participating BOCES in the NYSITCC on behalf of the Western New York Regional Information Center (“WNYRIC”), and to each other BOCES that is a participant in the NYSITCC (and, where applicable, on behalf of its AffiliatesRIC), subject a non-assignable, non-transferable and non-exclusive license to utilize the Product(s) pursuant to the terms and conditions of this Agreementset forth herein. Vendor further grants to each individual school district that contracts for the Product(s) with a BOCES through the NYSITCC by purchasing CoSer 6360 Instructional Technology Service and provides professional development by purchasing CoSer 6368 Model Schools, an exclusive worldwide licensea non-assignable, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease non-transferable and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to utilize the Product(s) pursuant to the specific country terms and conditions set forth herein. For purposes of the specific third party approved in LICENSOR’S requestlicenses granted by Vendor pursuant to this Agreement, Customer, each other BOCES, and each individual school district as described herein may also be referred to individually as a “Licensee” and collectively as “Licensees. 2.3 LICENSEE acknowledges that LICENSOR owns all right” Licensees shall not assign, title and sublicense or otherwise encumber or transfer the Product(s) without the prior written consent of the Vendor. Nothing herein shall act to transfer any interest in and the Product(s) to the Licensed Subject Matterany Licensee, and agrees that it will do nothing inconsistent with LICENSOR’S title to and ownership of the Licensed Subject MatterProduct(s) shall at all times remain with the Vendor. 3.2 Vendor may terminate the license granted to a Licensee under this Agreement if the Licensee fails to comply with any terms and conditions of this Agreement that are specifically applicable to that entity as a Licensee. Within five (5) days of receipt of such termination, and agrees that the Licensee shall return all use of the Licensed Marks by LICENSEE shall inure materials related to the benefit Product(s) and, to the extent applicable, arrange with Vendor to remove the Product(s) from the computers located at the Licensee’s sites or under the direct control of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 aboveLicensee. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees 3.3 Vendor warrants that it will do nothing inconsistent with LICENSEE’S ownership has full power and authority to grant the rights herein described. Vendor’s obligation and liability under this Section 3 shall be to obtain any authorization necessary to make effective the grant of license to Licensees to use the Licensed MarksProduct(s), in such a manner or method as determined by Vendor, at Vendor’s own cost and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marksexpense.

Grant of License. 2.1 LICENSOR hereby 3.1 Subject to Article 3.4, UBC grants to LICENSEE the Company a worldwide, exclusive license to use and its Affiliatessublicense the Patents and any Improvements and to develop, subject to make, use, have made, market, sell, lease, distribute, import, export, repair, maintain, modify and otherwise commercialize the Products on the terms and conditions of set out in this Agreement. 3.2 The license granted under this Agreement is granted only to the Companyand not to any Affiliated Companies. 3.3 The Company will not cross-license the Patents or any Improvements without the prior written consent of UBC, an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and such consent not to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable unreasonably withheld. 2.2 Notwithstanding 3.4 The Company acknowledges and agrees that UBC may use the licensed granted Patents, any UBC Improvements, and any Joint Improvements without charge in Section 2.1any manner at all for research, LICENSOR may request on occasion that LICENSEE allow LICENSOR scholarly publication, educational and all other non-commercial uses, including the right to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease other academic and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a not-for-profit research institutions non-exclusive license with respect licenses to use the specific country Patents and the specific third party approved in LICENSOR’S requestany Improvements for research, scholarly publication, educational and all other non-commercial uses. 2.3 LICENSEE 3.5 The Company acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE grants to Company, by implication, estoppel or otherwise, any right, title or interest in the Licensed Subject Matter, rights other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and rights expressly granted to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing Company in this Agreement shall give LICENSOR to the Patents and any rightImprovements. Specifically, title no rights are granted to materials or interest personal health information from human subjects, clinical data, related data not contained in the Licensed MarksPatents, or under any other UBC owned technology or patents. 3.6 UBC may register a financing statement regarding this Agreement under the Personal Property Security Act of British Columbia and/or under similar legislation in those jurisdictions in which the Company carries on business and/or has its chief place of business. The Company will pay for all costs associated with such registrations. 3.7 The Company will give notice to UBC if it is carrying on business and/or locates its chief place of business in a jurisdiction outside British Columbia before starting business in that other jurisdiction. If UBC has registered a financing statement under Article 3.6, the Company will file within 15 days of any change in jurisdiction, the appropriate documents in the Personal Property Registries or similar registries outside of British Columbia to document the change in jurisdiction and will provide UBC a copy of the verification statement regarding each filing within 15 days after receiving the verification statement. The Company will pay for all costs associated with the registrations under this Article 3.7.

Grant of License. 2.1 LICENSOR PAA hereby grants to LICENSEE and its AffiliatesLicensee a worldwide, exclusive (even as against PAA, subject to the terms and conditions of this Agreement, an exclusive worldwide Section 2.2) license, with the right of sublicenseto grant sublicenses, to: (i) to use the Technology and Developments, to practice under the Patent Rights, and to make, have made, use, offer for salehave used, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) makedevelop, have made, usedeveloped, offer for sale, sell, lease have sold, market, have marketed, import and import products have imported, Licensed Products, and services covered by to use or incorporating practice the Licensed Patents; or to (ii) use Processes, in each case in the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion Field of Use. Without limitation of the Game foregoing, each party acknowledges and agrees that Licensee shall have the exclusive right for the duration of the license rights granted pursuant to this Agreement to engage in development activities with respect to the Technology or any Licensed Product or Licensed Process, in each case in the Field of Use, and that neither PAA nor any PAA Principal or their respective Affiliates will engage in any such development activity, except pursuant to Section 3.3 hereof or a specific country. LICENSOR shall submit such request to LICENSEE separate agreement in writing between the parties. 2.2 PAA and LICENSEE shall endeavor each PAA Principal hereby agrees not to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny grant any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive other license with respect to the specific country Technology, the Patent Rights, the Licensed Products or the Licensed Processes, except that PAA may grant (i) non-conflicting licenses (with the right to grant sublicenses) having terms consistent with this Agreement in the Technology, Patent Rights and PAA Developments, in each case outside the specific third party approved Field of Use and (ii) licenses (without the right to grant sublicenses) to each of the PAA Principals, to use the Technology and PAA Developments and to practice under the Patent Rights, to use Licensed Products, and to use or practice the Licensed Processes, in LICENSOR’S requesteach case in the Field of Use solely for the therapeutic treatment of individual patients (current or future) in the ordinary course of such PAA Principal's clinical practice substantially as currently conducted; provided, however, that (x) Licensee shall have no obligation to provide PAA or any PAA Principal with any Licensed Products or any documentation or other materials relating to the Technology, Licensed Products, Licensed Processes or Developments, except as expressly set forth herein and (y) neither PAA nor any PAA Principal shall in connection with the exercise of the rights granted under subsection (ii) represent that it is in any manner affiliated or associated with Licensee or any Affiliate or Sublicensee and (z) neither PAA nor any PAA Principal shall in connection with the rights granted under subsection (ii) make use of any clinical data owned or developed by or on behalf of Licensee or its Affiliates or Sublicensees. Any and all licenses (or sublicenses) granted pursuant to this Section 2.2 shall be in writing and shall be submitted for and subject to Licensee's prior review and written approval, which approval shall not be withheld unless Licensee determines, in its reasonable judgment, that the terms of such license (or sublicense) conflict with the terms of this Agreement. The terms of any such license granted pursuant to clause (i) of this Section 2.2 shall require (and PAA or the licensing PAA Principal, as applicable, shall enforce such requirement) that any sublicense, if permitted by such license, shall be subject to prior review by and written approval of Licensee as provided in this Section 2.2. Licensee agrees to enter into a reasonable written confidentiality agreement prior to the disclosure of a license or sublicense for review pursuant to this Section 2.2. 2.3 LICENSEE PAA and each PAA Principal acknowledges and agrees that LICENSOR owns it has, and will have, no rights of any kind with respect to any intellectual property or work product of any kind owned or created by Licensee in connection with the development of Licensed Products or otherwise, including without limitation any Licensee Developments, except as separately agreed in writing by the parties. 2.4 Each party shall retain all right, title and interest in, and no license is granted hereunder with respect to, any trademarks, trade names, logos or similar identifying marks used by it in and connection with any Licensed Products or Licensed Processes, except that Licensee may state that it is licensed by PAA to the Licensed Subject Matter, extent provided herein. 2.5 Any and agrees that it will do nothing inconsistent with LICENSOR’S ownership all sublicenses (including sublicenses granted by any Affiliate of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure Licensee or any Sublicensee) granted pursuant to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 abovehereof shall be in writing and shall be consistent with the terms of this Agreement. Copies of any and all such sublicenses shall be made available for review by PAA, subject to PAA's entering into a confidentiality agreement on terms reasonably satisfactory to Licensee (or the relevant Affiliate of Licensee or Sublicensee) prior to any such review. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR 2.1. NTU hereby grants to LICENSEE Licensee, and its AffiliatesLicensee accepts, subject to the terms and conditions of this Agreementhereof, an a perpetual, exclusive worldwide (even as to NTU), worldwide, royalty- bearing license, with right of sublicenserights to sublicense as set forth herein, to: (i) makeunder the Licensed Technology to develop, have madedeveloped, manufacture, have manufactured, import, export, use, market, offer for sale, sell, lease have sold and import products otherwise commercialize and services covered by or incorporating exploit the Licensed Patents; Products in the Field of Application in the Territory, and to (ii) use the Licensed Marks Technology for such purpose. This license will extend to Affiliates present and Licensed Works on or future, of Licensee who notify NTU in connection with writing that they accept the developmentterms, operationincluding the obligations, distribution and/or promotion of this Agreement respecting such license. 2.2. Licensee will further have the right to grant sub-licenses of the Game. LICENSEE may sublicense Licensed Technology under this Agreement to any person, subject to the following: (a) Licensee will be responsible for its Sub-Licensees and will not grant any rights which are inconsistent with the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheldto and obligations of Licensee hereunder. 2.2 Notwithstanding (b) Any act or omission of a Sub-Licensee which would be a breach of this Agreement if performed by Licensee will be deemed to be a breach by Licensee of this Agreement; provided that (a) if Licensee cures the licensed granted breach during the applicable curing period and/or (b) if Licensee terminates the Sub-Licensee's Sub-License following the applicable curing period in Section 2.1the event that the breach has not been cured; such cure and/or termination, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial cure by Licensee of LICENSOR’S request. LICENSEE the breach of this Agreement and shall not unreasonably deny any such request. In constitute a cause for the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform termination of this Agreement. (c) Each Sub-License granted by Licensee will include an audit right by NTU of the license granted same scope as provided in Section 2.1 above from an exclusive to a non-exclusive license Clause 6.1(b) hereof with respect to the specific country and the specific third party approved in LICENSOR’S requestLicensee. 2.3 LICENSEE acknowledges (d) Licensee will at all times indemnify and keep indemnified NTU against all or any costs, claims, damages or expenses incurred by NTU, or for which NTU may become liable, as a result of the default or negligence of any Sub-Licensee. (e) Upon the early termination of this Agreement, prior to its expiration, under Clause 13.1, any existing Sub-License will terminate; provided, however, that: (i) for each Significant Sub-Licensee (as such term is defined herein), if the Significant Sub-Licensee is not then in breach of such Sub- License agreement with Licensee such that LICENSOR owns all rightLicensee would have the right to terminate such Sub-License, title NTU shall, at the request of such Significant Sub-Licensee, continue to uphold such Sub- License with such Significant Sub-Licensee on substantially the same terms as those contained in such Sub-License agreement; and interest in and provided, further, that such terms shall be amended, to the Licensed Subject Matterextent required to ensure that such Sub-License agreement does not impair any rights of NTU included in, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matteror arising under, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be this Agreement or impose any obligations or liabilities on behalf of LICENSOR. LICENSEE agrees that nothing NTU which are not included in this Agreement shall give LICENSEE any rightAgreement; and (ii) for each Sub-Licensee not considered a Significant Sub-Licensee, title or interest NTU shall, at the request of such Sub-Licensee, consider the continued upholding of such Sub-License, in accordance with the Licensed Subject Matterterms stated in Clause 2.2(e)(i) above, other than the license as set forth in Section 2.1 abovesuch request not be unreasonably withheld. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby Upon Amgen’s written request, AMT grants to LICENSEE Amgen and its AffiliatesAffiliates a worldwide, subject to the terms and conditions of this Agreementroyalty-bearing, an exclusive worldwide license, with the right of sublicenseto grant Sublicenses, to: (i) make, have made, use, offer for sale, sell, lease under the AMT Licensed Patent Rights and import products and services covered by or incorporating AMT Licensed Know-How to Exploit GDNF Products in the Licensed Patents; Field on the terms of Articles 4,6, 8.2.1, 8.3.1 and 8.3.3 of this Agreement such that the term “AMT” shall be replaced by the term “Amgen” and the term “Amgen” by the term “AMT” save that the Revenue Sharing Payments due to AMT shall be [**] percent (ii[**]%) use for payments under Section 4.2(i), [**] percent ([**]%) for payments under Section 4.2(iii), and [**] percent ([**]%) for payments under Section 4.2(iii). In addition, the provisions of Section 9.5 shall apply to the AMT Licensed Marks and Licensed Works on or Know-How save that Amgen’s obligations in connection with the development, operation, distribution and/or promotion respect of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which AMT Licensed Know-How shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to apply for [**] years post termination (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such requestrather than [**] years post termination). In the event that LICENSEE grants LICENSOR’S requestany intellectual property rights that are useful or necessary to Exploit GDNF Products are not included in the foregoing license grant by reason of a requirement on the part of AMT under a written agreement, LICENSEE agrees including any patents licensed to transform AMT by the license granted in Section 2.1 above from an exclusive National Institutes of Health and/or the FDA, (a “Third Party Agreement”) to pay a non-exclusive license Third Party any amounts with respect to Amgen’s Exploitation of a GDNF Product, Amgen shall have the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and but not the obligation, to elect to obtain a license under such Third Party intellectual property rights. In the event Amgen elects to obtain such a license, Amgen shall provide written notice thereof to AMT. If Amgen so elects, then each Party shall use Reasonably Diligent Efforts to obtain such a direct license to Amgen from such Third Party provided that such license is on substantially similar terms to the Licensed Subject MatterThird Party Agreement and in any event on financial terms that are no less favourable to Amgen than under the Third Party Agreement. If it is not possible to obtain such a direct license to Amgen then AMT shall use Reasonably Diligent Efforts to grant a sublicense under the Third Party Agreement to Amgen, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit extent that such sublicensing is allowed by the Third Party Agreement. If sublicensing under any Third Party Agreements is allowed but limited or restricted, AMT shall, upon request by Amgen, seek consent or take such other actions as are reasonably necessary to seek to enable AMT to sublicense under such Third Party Agreements. In the event that Amgen elects to obtain a sublicense, then Amgen shall pay AMT any amounts owed to such Third Party under the Third Party Agreements by reason of and be Amgen’s Exploitation of GDNF Products. Amgen shall indemnify AMT on behalf the terms of LICENSORSection 8.9.1 in respect of any Third Party (including any licensor) claims relating to Amgen’s performance under the sublicense. LICENSEE agrees that nothing in this Agreement Amgen shall give LICENSEE any have the right, title in its sole discretion, to terminate the sublicense upon [**] days written notice to AMT. For any sublicenses granted by AMT to Amgen under this Section 8.5.1.1 (Grant of License), AMT shall maintain the underlying Third Party Agreement in full force and effect and shall promptly notify Amgen of any notice of default or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and circumstances related to the Licensee Marks, and agrees underlying Third Party Agreement that it will do nothing inconsistent with LICENSEE’S ownership of may reasonably affect the Licensed Marks, and agrees that all use of the Licensee Marks shall inure sublicense granted to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed MarksAmgen.

Grant of License. 2.1 LICENSOR hereby grants 1.1 Licensee, its officers, agents, employees and contractors, and the officers, agents and employees of Licensee's contractors, are granted access on, over, under and across the Property to LICENSEE operate, maintain, repair and replace the Monitoring ▇▇▇▇▇, at Licensee's sole expense, in accordance with the scope of work outlined on Exhibit C attached hereto and incorporated herein by reference ("Scope of Work"). Such access is granted on the understanding that Licensee, its Affiliatesofficers, subject agents, employees and contractors, and the officers, agents and employees of Licensee's contractors, agree to not unreasonably interfere with Licensor's operation of the Property and agree to comply with Licensor's safety rules and procedures during any such access, and shall comply with all legal requirements (including but not limited to the terms ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Act, as amended). Licensor will, at its sole option and conditions expense, be entitled to have a representative accompany Licensee, its officers, agents, employees or contractors or the officers, agents and employees of Licensee's contractors, during any such access. Licensee shall only access the Property for the purposes stated herein from points of entry on the Property that are adjacent to and contiguous with a public right of way. In addition, such access on, over, under, and across the Property shall be limited to the amount of access that is reasonably necessary to operate, maintain, repair and replace the Monitoring ▇▇▇▇▇. 1.2 Unless otherwise approved by Licensor in advance, Licensee's access to the Property for the purposes stated herein shall be limited to Licensor's normal business hours at such time (currently 7:30 A.M. to 5:00 P.M. Monday-Friday), excluding Saturdays, Sundays and Licensor's holidays, and shall be coordinated with Licensor's designated representative at least five 1.3 Licensor acknowledges that Licensee may be requested by FDEP during the Environmental Investigation to install additional groundwater monitoring ▇▇▇▇▇ on the Property. Any additional groundwater monitoring ▇▇▇▇▇ that Licensee desires to construct, install, operate, maintain, repair and replace on the Property must be approved by Licensor's designated representative, at its sole discretion, prior to such construction and installation of additional monitoring ▇▇▇▇▇. 1.4 For purposes of this AgreementLicense, an exclusive worldwide licenseLicensor's designated representative shall be: Director of Real Estate, with right of sublicense▇▇▇▇▇, to: County School Board, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇; (i▇▇▇) make▇▇▇-▇▇▇▇ (office); (▇▇▇) ▇▇▇-▇▇▇▇ (fax), have made, use, offer for sale, sell, lease and import products and services covered or such other person designated by or incorporating the Licensed Patents; and Licensor from time to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheldtime. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR (a) Licensor hereby grants to LICENSEE Licensee an exclusive, non-transferable, license for use in the Territory, with a limited right of sublicense, as set forth in Section 2.1(e) below, to allow the Licensee to use the Intellectual Property to make, use, and apply the Technology in the course of Licensee’s business, which, in the absence of the License, would infringe Licensor’s intellectual property; (b) Except for the rights granted pursuant to the License, Licensor shall retain all rights, title and interest to the Technology; (c) Licensee shall be responsible for all of the testing and improvements to the Technology; (d) Licensor shall retain all rights to the Improvements, but such Improvements shall also be a part of the License; (e) Licensee shall have the right to offer limited royalty-bearing sublicenses to third parties where such third parties are in a position to commercialize the Technology in ways that Licensee cannot accomplish in a competitive manner. Licensee shall pay Licensor two percent (2.0%) of all royalties and fees received from such third parties. If Licensee receives any non-cash consideration as part of the sublicense consideration (including equity in sublicensee or other entities), Licensor shall have the option to take its Affiliatesportion of the sublicense consideration in kind or in cash based on the fair market value of the non-cash consideration as of the date of receipt by Licensee wherein the fair market value as determined by Licensee’s independent accounting advisors shall equal the cash consideration an unaffiliated, unrelated buyer would pay in an arm’s length sale of a substantially identical item sold in the same quantity, under the same terms, and at the same time and place. Such right to sublicense is subject to the following conditions: (i) In each sublicense agreement, the sublicensee will be subject to the terms and conditions of the license granted to Licensee under this Agreement, an exclusive worldwide licenseand the sublicensee will be prohibited from either assigning its sublicense or granting further sublicenses, with right without first obtaining approval from Licensor; provided, however, that in the event that such further sublicense is approved, any fee or other consideration paid to sublicensee in consideration of sublicensesuch sub-sublicense will be treated as sublicense consideration as if the sub-sublicensee were a sublicensee. Nevertheless, to: (i) makeLicensee may set royalty or other payments at its discretion for its sublicensees, have made, use, offer for sale, sell, lease and import products and services covered by as long as the applicable royalties or incorporating other payments of its sublicensees are not more favorable to the Licensed Patents; and to sublicensee than the corresponding terms of this Agreement. (ii) use Licensee will forward to Licensor, within thirty (30) days following its execution, a fully executed, complete, and accurate copy written in the Licensed Marks English language of each sublicense agreement granted under this Agreement. Licensor’s receipt of such sublicense agreement will not constitute a waiver of any of Licensor’s rights or Licensee’s obligations under the Agreement. (iii) Notwithstanding any such sublicense agreement, Licensee will remain primarily liable to Licensor for all of Licensee’s duties and Licensed Works on obligations contained in the Agreement, and any act or in connection with the development, operation, distribution and/or promotion omission of a sublicensee that would be a breach of the Game. LICENSEE may sublicense the rights granted herein upon written approval Agreement if performed by LICENSOR, which shall not Licensee will be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR deemed to grant be a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered breach by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion Licensee of the Game Agreement. Each sublicense agreement will contain a right of termination by Licensee in the event that the sublicensee breaches the payment obligations affecting Licensor or any other material terms and conditions of the sublicense agreement that would constitute a specific country. LICENSOR shall submit breach of the terms and conditions of the Agreement if such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such requestacts were performed by Licensee. In the event of such sublicensee breach, and if after a reasonable opportunity to cure as provided in any such sublicense agreement, such sublicensee fails to cure such sublicensee breach, then Licensee will terminate the sublicense agreement unless Licensor agrees in writing that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestsuch sublicense agreement need not be terminated. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership (iv) Upon termination of the Licensed Subject MatterAgreement for any reason, all sublicense agreements will, at Licensor’s option, be (i) assigned to and agrees that assumed by Licensor, or (ii) terminated. (f) Licensee shall pay Licensor a royalty of one quarter of one percent (3%) of all gross revenues resulting from the use of the Licensed Marks Technology by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing Licensee, except as otherwise modified in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 abovewriting. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR (a) Licensor hereby grants to LICENSEE and its Affiliates, subject to the terms and conditions of this Agreement, Licensee an exclusive worldwide license, with right of sublicense, to: (i) license to make, have made, useand sell Licensed Products throughout the world. This license is not transferrable by Licensee, offer for salebut Licensee shall have the right to grant written sublicenses hereunder, sellprovided that: (i) Licensee shall include all sales of Licensed Products by its sublicensees in Licensee reports to Licensor, lease as provided in Section 6 hereof, and import products and services covered Licensee shall pay royalties thereon to Licensor as though all such sales were by or incorporating the Licensed Patents; and to Licensee hereunder; (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may Any such sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheldon any terms less favorable to Licensor than the terms of this Agreement, and any such sublicense shall be terminable, at Licensor's option, with termination of this Agreement; and (iii) Licensee shall furnish Licensor within thirty (30) days of the execution thereof, a true and complete copy of each sublicense and any changes or additions thereto, and shall assume full responsibility for the payment of all royalties due Licensor on Licensed Products sold by any such sublicensee; and (iv) Licensor and Licensee each agree to bear one- half (1/2) of the cost of any sublicense fees required pursuant to, or as a condition precedent of, any such sublicense and will reimburse the party responsible for payment of such sublicense fee for one-half (1/2) of such fees. All such sublicenses must be in form and substance acceptable to the Licensor. 2.2 Notwithstanding (b) The exclusive license shall continue until the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to later of (i) makethe expiration of any Patent that issues from the Patent Application, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks expiration of any Patent that issues on an Improvement, and Licensed Works on or in connection with (iii) twenty (20) years from the development, operation, distribution and/or promotion date of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten this Agreement. (10c) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S requestthe Licensor shall develop an Improvement during the term of this Agreement, LICENSEE such Improvement shall be owned by Licensor and shall be deemed to be "Subject Technology" under this License Agreement. Licensee agrees to transform the license granted in Section 2.1 above from an exclusive execute any document reasonably requested by Licensor to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestreflect and/or confirm Licensor's ownership of such Improvement. 2.3 LICENSEE acknowledges (d) In the event that LICENSOR owns all rightthe Licensee shall develop an Improvement during the term of this Agreement, title and interest in and such Improvement shall be owned by Licensee, but shall otherwise be deemed to the Licensed be "Subject Matter, and Technology" under this License Agreement. Licensor agrees that it will do nothing inconsistent with LICENSOR’S to execute any document reasonably requested by Licensee to reflect and/or confirm Licensee's ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 abovesuch Improvement. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR (a) Licensor hereby grants to LICENSEE Licensee a nontransferable, non-exclusive, royalty-free, fully paid-up and worldwide license to use the Licensed ▇▇▇▇ only in connection with the sale of (a) Whole Products through and including October 31, 2006 in order to allow Licensee to deplete Licensee’s finished goods inventories; and (b) Spare Parts (manufactured or sold by Licensee) for a period of ten years after the date of this Agreement. (b) Licensee shall not use the Licensed ▇▇▇▇ on any goods or products other than Licensed Products manufactured or sold by Licensee. For avoidance of doubt, the parties specifically agree the Licensee shall not have the right or license to manufacture or use the Licensed ▇▇▇▇ upon or in conjunction with the manufacture and/or sale of any service and repair parts or components for any products manufactured by Licensor and its Affiliatesrelated companies, subject except to the extent that such service and repair parts or components are manufactured, in all material respects, in accordance with the Technical Information. (c) Licensee shall not sublicense or grant any third parties any right to use or otherwise exploit the Licensed ▇▇▇▇. Notwithstanding the foregoing, Licensee shall have the right to sell Licensed Products to its distributors of Licensed Products throughout the respective time periods set forth in Section 2(a) above in conjunction with such distributors’ sale and distribution of Licensed Products on behalf of Licensee, provided that Licensee (on behalf of each such distributor) remains responsible and solely liable for all Quality Standards, quality assurances, marking and advertising and other obligations with respect to Licensee’s use of the Licensed ▇▇▇▇ in accordance with the terms and conditions of this Agreement. (d) Promptly after the execution of this Agreement, an exclusive worldwide licenseLicensee shall advise its distributors that Licensee has sold and transferred the Licensed ▇▇▇▇ and other intellectual property as it relates to Licensed Products to Licensor and that in conjunction therewith, with right of sublicense, to: such distributors may only (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or ▇▇▇▇ in connection conjunction with the developmentsale of Licensed Products purchased from Licensee (or its predecessors), operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use after October 31, 2006, indicate in any advertising or other promotional/sales materials, that such distributors are authorized distributors of Spare Parts only (and not Whole Products); provided, however, that nothing contained herein shall restrict any such distributor from using the Licensed Marks and Licensed Works ▇▇▇▇ (whether before or after October 31, 2006) in conjunction with its sale of Whole Products purchased from Licensee on or in connection with the developmentprior to October 31, operation2006. Furthermore, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE Licensee shall not unreasonably deny appoint any such request. In new or different distributors of Whole Products on and after the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matterdate of this Agreement, and agrees shall not replace or substitute any distributors that it will do nothing inconsistent with LICENSOR’S ownership may resign, be terminated or otherwise cease selling and/or distributing the Whole Products during the term of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 aboveAgreement. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR (a) Licensor hereby grants to LICENSEE Licensee an exclusive, non-transferable, license for use in the Territory, with a limited right of sublicense, as set forth in Section 2.1(e) below, to allow the Licensee to use the Intellectual Property to make, use, and apply the Technology in the course of Licensee’s business, which, in the absence of the License, would infringe Licensor’s intellectual property; (b) Except for the rights granted pursuant to the License, Licensor shall retain all rights, title and interest to the Technology; (c) Licensor shall be responsible for all of the testing and improvements to the Technology; (d) Licensor shall retain all rights to the Improvements, but such Improvements shall also be a part of the License; (e) Licensee shall have the right to offer limited royalty-bearing sublicenses to third parties where such third parties are in a position to commercialize the Technology in ways that Licensee cannot accomplish in a competitive manner. Licensee shall pay Licensor two percent (2.0%) of all royalties and fees received from such third parties. If Licensee receives any non-cash consideration as part of the sublicense consideration (including equity in sublicensee or other entities), Licensor shall have the option to take its Affiliatesportion of the sublicense consideration in kind or in cash based on the fair market value of the non-cash consideration as of the date of receipt by Licensee wherein the fair market value as determined by Licensee’s independent accounting advisors shall equal the cash consideration an unaffiliated, unrelated buyer would pay in an arm’s length sale of a substantially identical item sold in the same quantity, under the same terms, and at the same time and place. Such right to sublicense is subject to the following conditions: (i) In each sublicense agreement, the sublicensee will be subject to the terms and conditions of the license granted to Licensee under this Agreement, an exclusive worldwide licenseand the sublicensee will be prohibited from either assigning its sublicense or granting further sublicenses, with right without first obtaining approval from Licensor; provided, however, that in the event that such further sublicense is approved, any fee or other consideration paid to sublicensee in consideration of sublicensesuch sub-sublicense will be treated as sublicense consideration as if the sub-sublicensee were a sublicensee. Nevertheless, to: (i) makeLicensee may set royalty or other payments at its discretion for its sublicensees, have made, use, offer for sale, sell, lease and import products and services covered by as long as the applicable royalties or incorporating other payments of its sublicensees are not more favorable to the Licensed Patents; and to sublicensee than the corresponding terms of this Agreement. (ii) use Licensee will forward to Licensor, within thirty (30) days following its execution, a fully executed, complete, and accurate copy written in the Licensed Marks English language of each sublicense agreement granted under this Agreement. Licensor’s receipt of such sublicense agreement will not constitute a waiver of any of Licensor’s rights or Licensee’s obligations under the Agreement. (iii) Notwithstanding any such sublicense agreement, Licensee will remain primarily liable to Licensor for all of Licensee’s duties and Licensed Works on obligations contained in the Agreement, and any act or in connection with the development, operation, distribution and/or promotion omission of a sublicensee that would be a breach of the Game. LICENSEE may sublicense the rights granted herein upon written approval Agreement if performed by LICENSOR, which shall not Licensee will be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR deemed to grant be a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered breach by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion Licensee of the Game Agreement. Each sublicense agreement will contain a right of termination by Licensee in the event that the sublicensee breaches the payment obligations affecting Licensor or any other material terms and conditions of the sublicense agreement that would constitute a specific country. LICENSOR shall submit breach of the terms and conditions of the Agreement if such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such requestacts were performed by Licensee. In the event of such sublicensee breach, and if after a reasonable opportunity to cure as provided in any such sublicense agreement, such sublicensee fails to cure such sublicensee breach, then Licensee will terminate the sublicense agreement unless Licensor agrees in writing that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestsuch sublicense agreement need not be terminated. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership (iv) Upon termination of the Licensed Subject MatterAgreement for any reason, all sublicense agreements will, at Licensor’s option, be (i) assigned to and agrees that assumed by Licensor, or (ii) terminated. (f) Licensee shall pay Licensor a royalty of one quarter of one percent (.025.025) of all gross revenues resulting from the use of the Licensed Marks Technology by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing Licensee, except as otherwise modified in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 abovewriting. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject Section 2.1. Subject to the terms and conditions herein, Licensor ----------- hereby grants to Licensee during the Term of this Agreement, an and subject to the existing license agreements listed in Appendix D attached hereto, a royalty- ---------- free, paid-up exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and license to (ii) use the Licensed Marks and Licensed Works Trademarks solely on or in connection with the developmentProducts for sale to customers in, operationor through channels of trade terminating in, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSORTerritory, which shall and not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with any other products. Section 2.2. Licensee shall not have any right to export, purchase, ----------- distribute, receive, take on consignment or sell the development, operation, distribution and/or promotion Products bearing the Licensed Trademarks in areas outside of the Game Territory. Moreover, Licensee shall require each of its customers, Manufacturing Agents (as defined in Section 5.5 below), co-packers and permitted sublicensees selling over $500,000 a specific country. LICENSOR shall submit such request year of Products to LICENSEE agree in writing and LICENSEE shall endeavor not to respond in writing within ten (10) business days. Failure of LICENSEE directly or indirectly export, distribute, resell or ship any Products bearing the Licensed Trademarks to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In customer or wholesale or retail outlet located outside the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestTerritory. 2.3 LICENSEE acknowledges that LICENSOR owns all rightSection 2.3. Other than as expressly stated herein, title and interest in and Licensee shall ----------- have no other right to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject MatterTrademarks. Specifically, Licensee may not use any of the Licensed Trademarks in its trade name or as its business name or in connection with any products, goods or services of any kind or nature whatsoever, whether or not the same as or similar to the Products, other than the license Products as set forth in Section 2.1 abovespecifically defined herein. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest Section 2.4. Nothing contained in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership this Article or any other provision ----------- of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest restrict Licensor from (a) the sale of other products different from the Products bearing the Licensed Trademarks anywhere in the world, including in the Territory; or (b) the sale of the Products bearing the Licensed MarksTrademarks anywhere in the world other than the Territory.

Grant of License. 2.1 LICENSOR hereby 3.1 Subject to and in accordance with the terms and conditions set out in this Agreement, the Licensor grants to LICENSEE the Licensee a worldwide, exclusive, royalty-bearing License in all fields of use (including, without limitation, the exclusive right to grant sublicenses in accordance Part 3 hereof) under its IP Rights to the Technology and its Affiliatesany Improvements, to use, research, discover, develop, make, manufacture, have made, distribute, offer to sell, provide, import and sell Products for a term as defined in Sections 10 and 11 of this Agreement. 3.2 The license granted under this Agreement is granted only to the Licensee and not to any affiliated companies thereof, except for wholly owned subsidiaries of the Licensee, wherein the Licensee will be fully liable for and shall guarantee the performance of such wholly owned subsidiary under the terms and conditions of this Agreement; 3.3 The Licensee acknowledges and agrees that U.B.C. may use the Technology without charge in perpetuity in any manner at all for research, scholarly publication, educational and all other non-commercial uses; 3.4 The Licensee will not grant Sublicenses of the Technology to third parties without the prior written consent of the Licensor. Each Sublicense granted by the Licensee hereunder will be subject to and subordinate to the terms and conditions of this Agreement, an exclusive worldwide license, and will contain terms and conditions consistent with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating those in this Agreement. Notwithstanding the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion terms of the Game. LICENSEE may Sublicense, the obligations and liabilities of the Licensee and any sublicense will be joint and several, and the rights granted herein upon written approval by LICENSOR, which shall Licensor will not be unreasonable withheldobliged to seek recourse against any sublicense before enforcing its rights against the Licensee if any action of any sublicense constitutes a breach of this Agreement. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. 3.5 In the event that LICENSEE grants LICENSOR’S requestthis Agreement terminates pursuant to Section 9 hereof, LICENSEE agrees to transform any Sublicense granted under the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to terms and conditions hereof shall, upon the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership written request of the Licensed Subject Mattersublicensee, become a direct license between the Licensor and agrees that all use of sublicensee so long as: (a) the Licensed Marks by LICENSEE shall inure to Sublicense does not impose obligations on the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as Licensor beyond those set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marksthis Agreement, and agrees that it will do nothing inconsistent with LICENSEE’S ownership (b) the sublicensee is not in breach of its Sublicense agreement or, mutatis mutandis, the Licensed Marks, and agrees that all use terms of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed MarksAgreement.

Grant of License. 2.1 LICENSOR Prometech hereby grants to LICENSEE the Licensee, and its Affiliatesthe Licensee accepts, subject to the terms and conditions of this Agreement, an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to use the Software, within the number of licenses designated by Prometech, only for the Licensee's own internal use. The Licensee shall not sublicense, distribute, lease, transfer or assign the Software in any cases. The Licensee shall not use the Software for any purpose other than those set forth in the Agreement in any cases. The Licensee shall not try to extract or create source programs from object programs of the Software by decompiling, disassembling, reverse engineering or any other method. The Licensee shall not use the Software in the manner which deviates from the manner designated by Prometech. 2.2 Prometech hereby grants to the specific country Licensee a non-exclusive license to use the SDK of Prometech's software (the "SDK") to develop modules only for the Licensee's own internal use. The Licensee shall not sublicense, distribute, lease, transfer or assign the SDK and the specific third party approved modules developed by the Licensee by use of the SDK (the "Module") in LICENSOR’S requestany cases. The Licensee shall not use the SDK for any purpose other than those set forth in the Agreement in any cases. The Licensee shall not conduct any act which infringes Prometech's Intellectual Property Rights (i.e., copyrights, patents, utility model rights, trademark rights, design rights and other intellectual property rights (including the rights prescribed in Articles 27 and 28 of Copyright Act and the rights to acquire aforementioned rights or rights to apply for the registration of such rights); the same shall apply hereinafter) (including, without limitation, disassembling, decompiling and reverse engineering) in and to, the whole or a part of the SDK; provided, however, that the Licensee may modify the sample code attached to the SDK. The SDK is included in the Software in the Agreement. 2.3 LICENSEE acknowledges that LICENSOR owns all rightNotwithstanding Articles 2.1 and 2.2, title and interest in and Prometech shall not restrict reverse engineering by the Licensee for debugging modification of the software program combined or linked to the Licensed Subject Matter, Software and agrees applied to the GNU LESSER GENERAL PUBLIC LICENSE Version 3 as the "Library" (the "LGPL 3 Program"). The information related to the Software that it will do nothing inconsistent with LICENSOR’S ownership the Licensee obtains in the process of the Licensed Subject Matter, and agrees that all use of reverse engineering shall be treated as the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as Confidential Information set forth in Section 2.1 aboveArticle 7.1. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR (a) The Licensor hereby grants to LICENSEE the Licensee an exclusive, non-transferable, license for use in the Territory, with a limited right of sublicense as set forth in Section 2.1(e) below to allow the Licensee to use the Intellectual Property to make, have made, use, lease, sell and import Licensed Products, which, in the absence of the License, would infringe the Licensor’s intellectual property; (b) Except for the rights granted pursuant to the License, the Licensor shall retain all rights, title and interest to the Technology; (c) The Licensee shall be responsible for all of the testing and improvements to the Technology; (d) The Licensor shall retain all rights to the Improvements, but such Improvements shall also be a part of the License; (e) The Licensee shall have the right to offer limited royalty-bearing sublicenses to third parties where such third parties are in a position to commercialize the Technology in ways that the Licensee cannot accomplish in a competitive manner. The Licensee shall pay the Licensor twenty five percent (25%) of all royalties and fees received from such third parties. If Licensee receives any non-cash consideration as part of the sublicense consideration (including equity in sublicensee or other entities), Licensor shall have the option to take its Affiliatesportion of the sublicense consideration in kind or in cash based on the fair market value of the non-cash consideration as of the date of receipt by Licensee wherein the fair market value as determined by Licensee’s independent accounting advisors shall equal the cash consideration an unaffiliated, unrelated buyer would pay in an arm’s length sale of a substantially identical item sold in the same quantity, under the same terms, and at the same time and place. Such right to sublicense is subject to the following conditions: (i) In each sublicense agreement, the sublicensee will be subject to the terms and conditions of the license granted to Licensee under this Agreement, an exclusive worldwide licenseand the sublicensee will be prohibited from granting further sublicenses, with right without first obtaining approval from Licensor; provided, however, that in the event that such further sublicense is approved, any fee or other consideration paid to sublicensee in consideration of sublicensesuch sub-sublicense will be treated as sublicense consideration as if the sub-sublicensee were a sublicensee. Nevertheless, to: (i) makeLicensee may set royalty or other payments at its discretion for its sublicensees, have made, use, offer for sale, sell, lease and import products and services covered by as long as the applicable royalties or incorporating other payments of its sublicensees are not more favorable to the Licensed Patents; and to sublicensee than the corresponding terms of this Agreement. (ii) use Licensee will forward to Licensor, within thirty (30) days following its execution, a fully executed, complete, and accurate copy written in the Licensed Marks and Licensed Works on English language of each sublicense agreement granted under this Agreement. Licensor’s receipt of such sublicense agreement will not constitute a waiver of any of Licensor’s rights or in connection with Licensee’s obligations under the developmentAgreement. (iii) Notwithstanding any such sublicense agreement, operation, distribution and/or promotion Licensee will remain primarily liable to Licensor for all of the Game. LICENSEE may sublicense Licensee’s duties and obligations contained in the rights granted herein upon written approval by LICENSORAgreement, which shall not and any act or omission of a sublicensee that would be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion breach of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall Agreement if performed by Licensee will be deemed to be a denial breach by Licensee of LICENSOR’S requestthe Agreement. LICENSEE shall not unreasonably deny Each sublicense agreement will contain a right of termination by Licensee in the event that the sublicensee breaches the payment obligations affecting Licensor or any other material terms and conditions of the sublicense agreement that would constitute a breach of the terms and conditions of the Agreement if such requestacts were performed by Licensee. In the event of such sublicensee breach, and if after a reasonable opportunity to cure as provided in any such sublicense agreement, such sublicensee fails to cure such sublicensee breach, then the Licensee will terminate the sublicense agreement unless Licensor agrees in writing that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestsuch sublicense agreement need not be terminated. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership (iv) Upon termination of the Licensed Subject MatterAgreement for any reason, all sublicense agreements will, at Licensor’s option, be (i) assigned to and agrees that all use of the Licensed Marks assumed by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any rightLicensor, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above(ii) terminated. 2.4 LICENSOR acknowledges that LICENSEE owns (f) The Licensee shall pay the Licensor a royalty of 1% of all rightgross sales of Licensed Products by the Licensee, title and interest except as otherwise modified in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Markswriting.

Grant of License. RELEASE 2.1 LICENSOR 3D hereby grants a personal, non-transferable, and non-exclusive right and license under 3D's Licensed Patents: (i) to LICENSEE CMET and its Affiliates, subject to the terms and conditions of this Agreement, an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease lease, or otherwise dispose of, and import products Licensed Products and services covered by or incorporating spare parts and replacement parts for the Licensed PatentsProduct in the CMET/NTT DATA Licensed Territory; and to (ii) use the Licensed Marks to NTT DATA and Licensed Works on or in connection with the developmentits Affiliates, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer sell, lease or otherwise dispose of, and import Licensed Products and spare parts and replacement parts for the Licensed Product in the CMET/NTT DATA Licensed Territory. 2.2 The right and license granted to CMET, NTT DATA and their Affiliates in Section 2.1 shall not include the right, directly or indirectly, by implication, estoppel or otherwise, to sublicense another. The sale, lease or other disposition by CMET or NTT DATA of a Licensed Product in the CMET/NTT DATA Licensed Territory shall not convey, by implication, estoppel or otherwise, to the party to which the Licensed Product was sold, leased, or otherwise transferred, any license or right under the Licensed Patents, except that any such party (i) may use, sell, lease and import products and services covered by or incorporating otherwise dispose of the acquired Licensed Patents; or to Product in the CMET/NTT DATA Licensed Territory, (ii) use may only export the acquired Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion Product to a country outside of the Game CMET/NTT DATA Licensed Territory for use in a specific country. LICENSOR shall submit branch office of the same party or a subsidiary thereof for the personal business use of the party and/or subsidiary thereof, provided that such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE use shall not unreasonably deny include the right to sell or otherwise provide to any third party any parts or models made on such request. In acquired Licensed Product, and (iii) may use, sell, or otherwise dispose of products throughout the event world that LICENSEE grants LICENSOR’S requestare produced or designed using the acquired Licensed Product. 2.3 CMET and NTT DATA hereby grant a personal, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-transferable, paid-up and non-exclusive right and license under both CMET's and NTT DATA's Licensed Patents to 3D and its Affiliates to make, have made, use, sell, lease, or otherwise dispose of, and import Licensed Products and spare parts and replacement parts for the Licensed Product throughout the world, provided, however, that the right and license with respect to any of the specific country CMET and the specific NTT DATA's Licensed Patents that are co-owned with a third party approved in LICENSOR’S requestare contingent upon each third party's consent, which third parties are not controlled by CMET or NTT DATA. CMET and NTT DATA shall make all reasonable efforts to timely obtain the consent of each such third party. 2.4 The right and license granted to 3D and its Affiliates in Section 2.3 LICENSEE acknowledges that LICENSOR owns all shall not include the right, title and interest directly or indirectly, by implication, estoppel or otherwise, to sublicense another. The sale, lease or other disposition by 3D of a Licensed Product in and the 3D Licensed Territory shall not convey, by implication, estoppel or otherwise, to the party to which the Licensed Subject MatterProduct was sold, leased, or otherwise transferred, any license or right under the Licensed Patents, except that any such party may use, sell, lease or otherwise dispose of the acquired Licensed Product, and agrees may use, sell, lease or otherwise dispose of products throughout the world that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all are produced on or designed by use of the acquired Licensed Marks Product. 2.5 No right or license is granted herein, to CMET, NTT DATA, 3D, or any third party, by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE implication, estoppel or otherwise under any rightpatent, title patent application or interest in other patent right other than the Licensed Subject MatterPatents. 2.6 No right or license is granted, by implication, estoppel or otherwise, other than the license as set forth those rights and licenses expressly granted in Section 2.1 abovethis Agreement. 2.4 LICENSOR acknowledges that LICENSEE owns 2.7 3D hereby releases CMET and NTT DATA and CMET and NTT DATA both release 3D, and all rightpurchasers and users of Licensed Products acquired, title either directly or indirectly, from the released party from any and interest in all claims, demands, and rights of action which the releasing party may have on account of any infringement of any Licensed Patent by the manufacture, use, sale or other disposition or importation of Licensed Products which, prior to the Licensee Markseffective date of this Agreement, and agrees that it will do nothing inconsistent with LICENSEE’S ownership were manufactured, used, sold or otherwise disposed of or imported by the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marksreleased party; [Confidential Treatment Requested]. 3.1 [Confidential Treatment Requested] 3.1.1 [Confidential Treatment Requested] 3. 1.2 [Confidential Treatment Requested] (a) [Confidential Treatment Requested] (b) [Confidential Treatment Requested] (c) [Confidential Treatment Requested]

Grant of License. 2.1 LICENSOR (a) Licensor hereby grants to LICENSEE Licensee an exclusive, non-transferable, license for use in the Territory, with a limited right of sublicense, as set forth in Section 2.1(e) below, to allow the Licensee to use the Intellectual Property to make, use, and apply the Technology in the course of Licensee’s business, which, in the absence of the License, would infringe Licensor’s intellectual property; (b) Except for the rights granted pursuant to the License, Licensor shall retain all rights, title and interest to the Technology; (c) Licensee shall be responsible for all of the testing and improvements to the Technology; (d) Licensor shall retain all rights to the Improvements, but such Improvements shall also be a part of the License; (e) Licensee shall have the right to offer limited royalty-bearing sublicenses to third parties where such third parties are in a position to commercialize the Technology in ways that Licensee cannot accomplish in a competitive manner. Licensee shall pay Licensor two percent (2.0%) of all royalties and fees received from such third parties. If Licensee receives any non-cash consideration as part of the sublicense consideration (including equity in sublicensee or other entities), Licensor shall have the option to take its Affiliatesportion of the sublicense consideration in kind or in cash based on the fair market value of the non-cash consideration as of the date of receipt by Licensee wherein the fair market value as determined by Licensee’s independent accounting advisors shall equal the cash consideration an unaffiliated, unrelated buyer would pay in an arm’s length sale of a substantially identical item sold in the same quantity, under the same terms, and at the same time and place. Such right to sublicense is subject to the following conditions: (i) In each sublicense agreement, the sublicensee will be subject to the terms and conditions of the license granted to Licensee under this Agreement, an exclusive worldwide licenseand the sublicensee will be prohibited from either assigning its sublicense or granting further sublicenses, with right without first obtaining approval from Licensor; provided, however, that in the event that such further sublicense is approved, any fee or other consideration paid to sublicensee in consideration of sublicensesuch sub-sublicense will be treated as sublicense consideration as if the sub-sublicensee were a sublicensee. Nevertheless, to: (i) makeLicensee may set royalty or other payments at its discretion for its sublicensees, have made, use, offer for sale, sell, lease and import products and services covered by as long as the applicable royalties or incorporating other payments of its sublicensees are not more favorable to the Licensed Patents; and to sublicensee than the corresponding terms of this Agreement. (ii) use Licensee will forward to Licensor, within thirty (30) days following its execution, a fully executed, complete, and accurate copy written in the Licensed Marks English language of each sublicense agreement granted under this Agreement. Licensor’s receipt of such sublicense agreement will not constitute a waiver of any of Licensor’s rights or Licensee’s obligations under the Agreement. (iii) Notwithstanding any such sublicense agreement, Licensee will remain primarily liable to Licensor for all of Licensee’s duties and Licensed Works on obligations contained in the Agreement, and any act or in connection with the development, operation, distribution and/or promotion omission of a sublicensee that would be a breach of the Game. LICENSEE may sublicense the rights granted herein upon written approval Agreement if performed by LICENSOR, which shall not Licensee will be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR deemed to grant be a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered breach by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion Licensee of the Game Agreement. Each sublicense agreement will contain a right of termination by Licensee in the event that the sublicensee breaches the payment obligations affecting Licensor or any other material terms and conditions of the sublicense agreement that would constitute a specific country. LICENSOR shall submit breach of the terms and conditions of the Agreement if such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such requestacts were performed by Licensee. In the event of such sublicensee breach, and if after a reasonable opportunity to cure as provided in any such sublicense agreement, such sublicensee fails to cure such sublicensee breach, then Licensee will terminate the sublicense agreement unless Licensor agrees in writing that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestsuch sublicense agreement need not be terminated. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership (iv) Upon termination of the Licensed Subject MatterAgreement for any reason, all sublicense agreements will, at Licensor’s option, be (i) assigned to and agrees that assumed by Licensor, or (ii) terminated. (f) Licensee shall pay Licensor a royalty of one quarter of one percent (.025%) of all gross revenues resulting from the use of the Licensed Marks Technology by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing Licensee, except as otherwise modified in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 abovewriting. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR The Company hereby grants grants, and Licensee hereby accepts, a nonexclusive, royalty-free, assignable, and sublicenseable license to LICENSEE and its Affiliates, subject to the terms and conditions of this Agreement, an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks Patents and the Company's other intellectual property (collectively, the "Licensed Works on or Subject Matter") for the manufacture and distribution of lithium-ion polymer batteries in connection with the developmentTerritory, operation, distribution and/or promotion provided that no license is granted for the use of the Game. LICENSEE may sublicense Licensed Subject Matter for the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheldmanufacture of lithium metal polymer battery products. 2.2 Notwithstanding The license granted by the licensed granted Company pursuant to Section 2.1 shall terminate simultaneously with and upon the earliest to occur of (a) the payment in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion full of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing Term Notes, (b) the conversion of all the Term Notes, or (c) the combination of payment and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license conversion with respect to all of the specific country and the specific third party approved in LICENSOR’S requestTerm Notes. 2.3 LICENSEE acknowledges The Licensee agrees that LICENSOR owns all rightit will refrain from directly or indirectly: exercising, title and interest in and to using or applying the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of ; assigning the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in ; and/or sublicensing the Licensed Subject MatterMatter unless and until the occurrence of an event of default as defined in Subsection 6.1(d) of the Note Purchase Agreement (a "Bankruptcy Default") and the failure of the Company to cure such Bankruptcy Default within the specified cure periods. If the Company cures such Bankruptcy Default, other than the license Licensee's (and any assignee's and/or sublicensee's) rights under this License Agreement shall revert to the pre-Bankruptcy Default status as provided in the first sentence of this Section 2.3 until the subsequent occurrence, if any, of another such Bankruptcy Default in which case this Section 2.3 shall be applied de novo. 2.4 In addition to, and without limitation of, the terms set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right2.3 hereof, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership in the event of (a) a Bankruptcy Default and the failure of the Licensed MarksCompany to cure such Bankruptcy Default within the specified cure period and/or (b) an Event of Default (as otherwise defined in the Note Purchase Agreement), and agrees that all use the Licensee shall refrain from the same acts specified in Section 2.3 hereof until first giving written notice of the Licensee Marks shall inure Bankruptcy Default and/or the Event of Default to Mitsubishi Materials Corporation ("MMTL") and permitting MMTL or MMTL's designee sixty (60) days after such notice to cure the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.noticed Bankruptcy Default and/or

Grant of License. 2.1 LICENSOR Subject to the terms and provisions hereof, Licensor hereby grants Licensee and Licensee hereby accepts the License. Licensor shall neither use nor authorize third parties to LICENSEE use the Trademarks in connection with the manufacture, sale and/or importation of Licensed Products in the Territory during the term of this Agreement without Licensee's prior approval. Notwithstanding the foregoing, Licensor acknowledges and its Affiliatesagrees that Licensee's parent company, subject to The Seibu Department Stores, Ltd. ("Seibu"), will be involved, as Licensee's sublicensee, service provider or otherwise, in the Polo/Ralp▇ ▇▇▇r▇▇ ▇▇▇iness in the Territory using the Trademarks in accordance with the terms and conditions of this Agreement. To the extent it is legally permissible to do so, an exclusive worldwide licenseno license is granted hereunder for the manufacture, sale or distribution of Licensed Products to be used for publicity purposes, other than publicity of Licensed Products, in combination sales, as premiums or giveaways, or to be disposed of under or in connection with right similar methods of sublicensemerchandising, to: such license being specifically reserved for Licensor. 2.2 It is understood and agreed that the License applies solely to the use of the Trademarks on the Licensed Products, and that, except as specifically authorized or permitted under this Agreement, (i) makeno use of any other trademark of Licensor or of any of Licensor's affiliates (including any trademark that uses the name "Polo" or "Ralp▇ ▇▇▇ren"), have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) no use of the Trademarks on any other products, is authorized or permitted, nor are any rights with respect to the foregoing granted hereunder. Licensor reserves the right to use, and to grant to any other licensee the right to use, the Trademarks, whether within or outside the Territory, in connection with any and all products and services, other than Licensed Products within the Territory. Licensee understands and agrees that Licensor may itself manufacture or authorize third parties to manufacture in the Territory, Licensed Products for ultimate sale outside of the Territory. Subject to the terms of paragraph 16.4 hereof, Licensee may manufacture or cause to be manufactured the Licensed Marks and Licensed Works Products outside of the Territory, but solely for purposes of sale within the Territory pursuant to the terms of this Agreement. 2.3 Licensee shall not have the right to use Licensee's name on or in connection with the developmentLicensed Products, operation, distribution and/or promotion except with the prior approval by Licensor of the Gameuse and placement of Licensee's name. LICENSEE may sublicense Licensee shall, at the rights granted herein upon written approval option of Licensor, include on its business materials and/or the Licensed Products an indication of the relationship of the parties hereto in a form approved by LICENSOR, which Licensor. 2.4 Licensee shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted use or permit or authorize another person or entity in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR its control to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks words "Polo" or "Ralp▇ ▇▇▇r▇▇" ▇▇ part of a corporate name or tradename without the express written consent of Licensor and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE Licensee shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all permit or authorize use of the Licensed Marks by LICENSEE shall inure Trademark in such a way so as to give the benefit of and be on behalf of LICENSOR. LICENSEE agrees impression that nothing in this Agreement shall give LICENSEE any rightthe name "Ralp▇ ▇▇▇ren," or the Trademark, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.any

Grant of License. 2.1 LICENSOR The Licensor grants to the Licensee an irrevocable, exclusive license for Netflix Service to be used during the Term, in the Territory, in accordance with this Agreement as follows (“hereinafter referred as “Licensed Rights”): Licensor hereby grants to LICENSEE Licensee and/or, at Licensee’s election, Licensee’s Affiliates and/or the successors and its assigns of such Licensee Affiliates, subject during the Term the right and license to exhibit, distribute, sub-license, communicate to the terms public and conditions of this Agreement, an exclusive worldwide license, with right of sublicense, to: make available the Titles (iand associated Source Material) make, have made, use, offer for sale, sell, lease and import products and services covered by in any or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject MatterLanguages on an SVOD basis (for clarity, including both streaming and agrees that temporary download) within the Territory in any and all use formats and versions, regardless of the Licensed Marks by LICENSEE shall inure whether Licensor is obligated to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title deliver such format or interest in the Licensed Subject Matter, other than the license version pursuant to its obligations to deliver Source Material as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right9 and the applicable Schedules and/or Exhibits, title and interest in the right to market and promote the Title. Licensor’s grant of rights and license to the Licensee shall also include the limited, non-exclusive right and license to copy, install, compress, uncompress, decompress, encode, encrypt, decode, decrypt, display, use, cache, store and transmit the Titles (and associated Source Material) for purposes of such approved exhibition, distribution, communication to the public, and making available, as well as for limited screening, testing and demonstration purposes and all marketing and promotional rights described herein. For clarity, Netflix shall exhibit each Title in each country of the Territory with the default language set to one of the Licensed Languages; provided, that the end-users of the Netflix Service may elect to view a Title with or without subtitles or dubs, and the end-user is permitted to set/change his or her default settings in such end-user’s discretion. Licensor grants to Licensee during the Term a limited, non-exclusive right and license to copy, install, display, use, cache, store, transmit, exhibit, distribute and communicate to the public Licensor’s trademark(s) and logo(s) (collectively, “Licensor Marks”) for purposes of exercising its rights under this Agreement. Commencing as of the Effective Date, Licensee / Netflix may market and promote the availability of a Title in any and all media. Licensor grants to the Licensee during the Term a limited, non-exclusive right and license to cut each Title to create (i) short promotional clips, each of which shall consist of no more than ten (10) minutes in length of a Title, or such longer duration in each case if permitted by applicable guild rules or other law, and (ii) up to six (6) still screen shots representative of a Title (each of (i) and (ii), a “Promotional Segment”) for purposes of marketing and promoting the availability of the Titles. Licensor further grants to the Licensee during the Term a limited, non-exclusive right and license to (a) exhibit, distribute, transmit and display Source Material (excluding the Titles but including the Promotional Segments and Licensor Marketing Materials) to subscribers and potential subscribers for purposes of marketing and promoting the availability of the Titles on the Netflix Service, or as otherwise approved by Licensor or its Affiliates, and (b) copy, install, compress, uncompress, encode, decode, encrypt, decrypt, display, use, cache, store and transmit such materials for purposes of such approved exhibition and distribution. For the avoidance of doubt, Licensee and / or Netflix need not encrypt promotional materials (including Promotional Segments and Licensor Marketing Materials). For the avoidance of doubt, Netflix may offer the Netflix Service, including the Licensed Work on NEDs where a subscriber is required to use a third party service (including without limitation a User Interface) and/or make payment to such third party to use the Netflix Service (whether such payment is for an additional charge in order to access the Netflix Service and/or for the relevant subscription fee for the Netflix Service itself). Such third parties may also offer interactive features, such as on-screen chat functionality or simultaneous or coordinated viewing. By way of example only, the Netflix Service may be offered through a game console such as the Microsoft Xbox, wherein use of the Netflix Service by subscribers through such ▇▇▇ requires the payment of a recurring fee to Microsoft Corporation and/or payment of the relevant Netflix Service subscription fee to Microsoft Corporation. It is agreed between the parties; Licensor shall allow Licensee to add their logo on beginning of the film / episode. The image of the logo has been provided hereinbelow in Schedule C. Furthermore, the Licensor acknowledges and agrees that the Licensee may choose to promote the Licensed Works(s) on all their social media handles and/or other publicity touchpoints, highlighting the delivery or aggregation services that has been offered by the Licensee. The same shall be done only after the Licensed Works(s) go live on the Platform/Service. Notwithstanding anything stated herein, it will is expressly agreed and understood that during the Term, the Licensee shall be entitled to exclusively exploit the Licensed Rights for Netflix Service of all Licensed Works in the manner provided in this Agreement. The Licensor shall however be entitled to exploit the Licensed Work for the Netflix Service through its own company. The Licensor however undertakes that during the Term of this Agreement, the Licensor shall not grant the Licensed Work for the Netflix Service to any third party. The Licensor shall be entitled to provide English sub-titles / closed captions of Licensed Works. Licensor shall deliver to the Licensee original language versions and English closed captions or English subtitles for the deaf and hard-of-hearing (“SDH”) versions and solely if required, fully conformed original language versions subtitled, dubbed and/or with descriptive audio, as specified in the applicable Schedules or Exhibits hereto (“Required Language Assets”), if any. All Required Language Assets shall be of first-class commercial quality and the Licensee shall have the right to reject any assets that do nothing inconsistent with LICENSEE’S ownership not meet these standards. In addition, Licensor shall create and deliver to the Licensee descriptive audio (“DA”) files in the English language (i.e., English language secondary audio files describing the programming for the blind or otherwise visually impaired), if Available to Licensor, at no cost to the Licensee / Netflix. The costs of all required versions of the Licensed MarksTitle shall be included in the License Fees. Licensor shall also provide the Licensee with localized name(s) of and artwork for each Title in each country in the Territory, including, without limitation, any artwork or localized Title or alternative names used in connection with the exploitation of any Title by Licensor or any other licensee of Licensor (e.g., if a Title is given an alternative name in connection with the Home Video exploitation in India than is used for the original SVOD exploitation in the United States, Licensor shall notify Licensee / Netflix and agrees that all use provide the Licensee with the localized name and artwork for the alternative name of the Licensee Marks shall inure Title). If at any time during the Term additional language assets become Available to Licensor (to the benefit extent not previously required to be delivered as a Required Language Asset; e.g., captioning/subtitling files for the deaf or hard of hearing in a Licensed Language other than English) (“Supplemental Language Assets”), Licensor shall (i) provide written notice to Netflix as soon as reasonably practical; and (ii) at Netflix’s option, deliver such Supplemental Language Assets to Netflix (to the extent not previously delivered) at no additional cost to Netflix within thirty (30) calendar days of Netflix’s request. Notwithstanding anything to the contrary in the Agreement, but without limiting Licensor’s obligations hereunder, Netflix shall have the right to create, have created, and/or acquire from a third party (in any and all languages): (a) translations/localizations of synopses and names of any and all Title; (b) subtitled and/or dubbed versions of any and all Titles (which assets shall be on behalf owned by Netflix and subject to cost-share); (c) closed caption, caption, SDH and/or DA versions of LICENSEE. LICENSOR agrees that nothing any and all Titles; and (d) edited versions of any and all Titles for any reason, including, without limitation, to (i) comply with applicable local laws, rules, practices, principles or mores in the Territory, (ii) address any third party Claim with respect to any Title(s), (iii) obtain the desired (or equivalent) Rating (as defined in Section 9.5 of this Agreement shall give LICENSOR in any right, title or interest country in the Licensed MarksTerritory or to make the applicable Title appropriate for a different form of distribution permitted hereunder, e.g., removing obscenities and/or nudity for Linear exploitation or promotional use), or (iv) to conform delivery materials to Netflix’s then-current technical specifications.

Grant of License. 2.1 LICENSOR hereby 3.1 During the term of this Agreement, FXCM grants Licensee a limited, non-exclusive, non-transferable license (the “Platform License”) to LICENSEE use the Branded Platform for the sole purpose of enabling its customers to access the products. Licensee acknowledges and agrees that in no event shall Licensee use the Branded Platform in any manner not expressly permitted hereunder, nor, except as expressly permitted under Section 3.5, shall it permit any of its Affiliatescustomers or any other third party to retain, subject modify, copy, or redistribute the Branded Platform or any whitelabel Platform. Licensee shall use its best endeavors to prevent its employees, agents, customers, and third parties from any unauthorized: (a) modification of the Branded Platform or any portion thereof; (b) copying or duplicating the Branded Platform; (c) except as expressly permitted under Section 3.5, renting, selling or otherwise transferring the Branded Platform or any part thereof, or using it for the benefit of any third party; (d) removing, obscuring, altering, or failing to reproduce any notices, designations, or other marks associated with the Branded Platform; and/or (e) preparing any derivative works from the Branded Platform. Upon termination of this Agreement, Licensee agrees immediately to cease use of the Branded Platform in each and every manner. 3.2 Notwithstanding anything in this Agreement to the contrary, Licensee shall be responsible for all costs and expenses, including, without limitation, license fees, for using any third-party software in connection with this Agreement, and Licensee shall be bound by the terms and conditions of any separate license agreement necessary for Licensee to perform its obligations hereunder. FXCM undertakes to provide copies to Licensee, to the extent permissible, of any such separate license agreements by which Licensee will be bound, in advance of the Effective Date. 3.3 During the term of this Agreement, an exclusive worldwide licenseFXCM grants Licensee a limited, with right of sublicensenon-exclusive, to: (i) makenon-transferable, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and non-sublicensable license to (ii) use the Licensed Marks term “FXCM” and Licensed Works on FXCM’s brand name (the “▇▇▇▇”) for the sole purpose of performing Licensee’s obligations hereunder (the “▇▇▇▇ License”). Licensee acknowledges that FXCM owns and has all right, title, and interest in the ▇▇▇▇ and that all proprietary rights and goodwill in the ▇▇▇▇ shall continue to inure to the benefit of FXCM and not Licensee. Licensee acknowledges and agrees that in no event shall Licensee use the ▇▇▇▇ in any manner not expressly permitted hereunder that could in any way be construed as an infringement or in connection violation of FXCM’s rights associated with the development, operation, distribution and/or promotion ▇▇▇▇. Licensee shall acquire no property rights in the ▇▇▇▇ by reason of its use of the Game▇▇▇▇, and if, by operation of law, or otherwise, Licensee is deemed to own, or appears to own any property rights in the ▇▇▇▇, Licensee shall execute any and all documents necessary to confirm or otherwise establish FXCM’s rights therein. LICENSEE Licensee shall take no action that would dilute or denigrate the rights of FXCM in the ▇▇▇▇, and, except as otherwise may be agreed by the Parties at a later date, Licensee shall not in any way, during the term of this Agreement or thereafter, seek to acquire any rights in the ▇▇▇▇. Upon termination of this Agreement, Licensee agrees immediately to cease use of the ▇▇▇▇ in each and every manner that could in any way be construed as an infringement or violation of FXCM’s rights associated with the ▇▇▇▇. 3.4 During the term of this Agreement and subject to the terms of FXCM’s agreements with its Liquidity Providers, FXCM grants Licensee a limited, non-exclusive, non-transferable license (the “Pricing License”) to use the Prices for the sole purpose of enabling License’s customers to conduct Margined Transactions on the Branded Platform in accordance with the terms and conditions hereunder and as set forth in Schedule B. Licensee acknowledges and agrees that in no event will Licensee use the Prices in any manner not expressly permitted hereunder, nor will it permit any of its customers or any other third party to use the Prices in any manner not expressly permitted hereunder. Licensee shall not provide any customers a decrease or increase in the Price spreads for trading currency on the Branded Platform that amounts to a tighter spread than any spread for trading currency offered by FXCM without FXCM’s prior written consent. Licensee will use its best endeavors to prevent its employees, agents, customers, and third parties from any use of the Prices not expressly authorized hereunder. Upon termination of this Agreement, Licensee agrees immediately to cease use of the Prices in each and every manner. 3.5 Licensee shall not sublicense nor permit any third party to sublicense the rights granted herein upon Platform License or Pricing License to third parties without FXCM’s express prior written approval by LICENSORconsent, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease unreasonably withheld and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed given or withheld on an expedited basis. The Parties agree that (a) the Whitelabel Platform may be sublicensed in executable version only; and (b) Licensee shall cause each of its sublicensees to execute a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In sublicense agreement in the event that LICENSEE grants LICENSOR’S requestform provided by FXCM, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect terms substantially similar to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing terms reflected in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 aboveAgreement. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR In consideration of the License Fee to be paid by Licensee and in further consideration of the terms, covenants and agreements herein contained to be kept, observed and performed by Licensee, Licensor hereby grants to LICENSEE Licensee a license for an at-grade public roadway crossing upon a portion of Licensor’s right-of-way and railroad facilities located at the Premises, as described above and shown on Exhibit A (the "Crossing"), consisting of roadway approaches, a crossing surface and all appurtenances thereto including, but not limited thereto, any gates or chains, stop signs, warning signs, guardrails, barriers, safely and warning devices or drainage facilities that Licensor deems necessary from time to time, to be constructed by Licensee thereon in strict accordance with the terms hereof. The Crossing with its rights and privileges, shall be used only for the purpose of constructing, operating, upgrading, widening, using, repairing, maintaining, and replacing of a publicly dedicated South ▇▇▇▇▇▇▇▇ Road upon the Crossing on the Premises. Under no circumstances shall Licensee modify the use of the Premises for a purpose other than the purpose stated in Section 1 of this Agreement and the Premises shall not be used for any other use during the term of this Agreement Licensee’s right to use the Premises is nonexclusive, and Licensor and its Affiliates, subject nominees shall have the right to the terms enter and conditions of this Agreement, an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection Premises for any purposes that will not unreasonably interfere with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which to Licensee hereunder. Licensee agrees that Licensor shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1estopped to revoke this License, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) makenotwithstanding any expenditure, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion regardless of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall amount which may be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license incurred by Licensee with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and Premises. Licensee further agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE Licensee shall inure not contest Licensor’s right to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in revoke this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 aboveLicense. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby 1.1.1 WCC grants a limited, non-exclusive license to LICENSEE XLI to use the West Coast Customs name, image, likeness and its Affiliatessignature, including specific West Coast Customs Trademarks (including West Coast Customs logo trademarks and approved West Coast Customs vehicle imagery and trademarks) (collectively the "Trademarks") during the term of this Agreement in connection with national, regional or local print advertising, together with Internet, television, video and on-site event advertising, only in connection with the PROMOTION, subject to all of the terms and conditions hereof. This license shall terminate automatically upon the expiration or termination of this Agreement, an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, at which time XLI shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that cease all use of the Licensed Marks Trademarks. In further consideration of this Agreement, XLI shall not in any way disparage the Trademarks, nor any of WCC's parent, subsidiary, or affiliated companies' trademarks or its or their products. WCC shall provide XLI with all applicable logos and usage guidelines for the Trademarks. WCC shall have the right of prior written approval over all uses of the Trademarks by LICENSEE XLI. The parties understand and acknowledge the importance of protecting the goodwill associated with their respective trademarks. Consequently, XLI hereby assigns to WCC all goodwill and all other rights developed in connection with XLI's use of WCC's trademarks which shall inure to the benefit of and be on behalf WCC. 1.1.2 XLI grants WCC a limited, non-exclusive, royalty-free license to use the registered trademark "Light Sheets" during the term of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any rightin connection with national, title regional or interest in local print advertising, together with Internet, television, video and on-site advertising, for WCC and its Event(s) during the Licensed Subject Matterterm of this Agreement, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns subject to all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marksterms and conditions hereof. This license shall terminate automatically upon the expiration or termination of this Agreement, and at which time WCC agrees that to cease all use of the Licensee Marks registered trademark "Light Sheets". In further consideration of this Agreement, WCC agrees that it shall not in any way disparage the brand name "XLI", nor any of XLI's parent, subsidiary, or affiliated companies or its or their products. XLI shall provide WCC with all the applicable logos for the "Light Sheets" trademark. XLI shall have the right of prior written approval over all uses of the trademark "XLI" by WCC. The parties understand and acknowledge the importance of protecting the goodwill associated with their respective trademarks. Consequently, WCC hereby assigns to XLI all goodwill and all other rights developed in connection with WCC's use of XLI's trademarks which shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed MarksXLI.

Grant of License. 2.1 LICENSOR hereby grants Section 2.01. Upon payment in full of the Initial License Fee pursuant to LICENSEE Section 3.01, and its Affiliates, subject to the terms and conditions of this Agreementset forth herein, an during the effective term hereof, University hereby grants to XYZ, and XYZ hereby accepts, personal, non-transferable, non-exclusive worldwide licenselicenses under the Licensed Patents to develop, with right of sublicenseand make the Licensed Products in the Field in the Territory, to: (i) makeand use, have made, usesell, offer for salesale or otherwise dispose of the Licensed Products so made in the Field in the Territory. Section 2.02. Subject to compliance with the terms and conditions hereof, XYZ shall have the right to grant to its Affiliates sublicenses under the license and rights granted to it hereunder but without any right to sublicense further. XYZ shall give University written notice as to the names, addresses, shareholding ratio, and any other information reasonably requsted by University from time to time with respect to all the Affiliates sublicensed hereunder that manufacture the Licensed Products. Such Affiliates shall be bound by the terms and conditions hereof as if it were named herein in the place of XYZ. The sublicense granted to an Affiliate shall automatically terminate on the date the Affiliate ceases to be an Affiliate. XYZ shall not have the right to grant a license to any person other than its Affiliates. Section 2.03. The license “to make” the Licensed Products granted in Section 2.01 includes the right under the Licensed Patents to have a third party designated by XYZ or its Affiliates sublicensed hereunder and approved in advance by University in writing, such approval not to be unreasonably withheld, make the Licensed Products either in finished or semi-finished form in accordance with the designs, drawings and specifications and manufacturing and/or assembling drawings or specifications, all originated and owned by XYZ or such Affiliates, provided that XYZ or such Affiliates shall purchase and take over from such third party all of the Licensed Products made and/or all portions thereof assembled by the third party and shall not directly or indirectly re-transfer them to such third party or any related parties of such third party. Section 2.04. For the avoidance of doubt, the licenses to use, sell, lease and import products and services covered by offer for sale or incorporating otherwise dispose of the Licensed Patents; and Products does not include the right to (ii) use the Licensed Marks and Licensed Works on or in connection with the developmentuse, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, usesell, offer for sale, sell, lease and import products and sale or otherwise dispose of any parts or components of such License Products except for the warranty or after services covered by or incorporating the for such Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestProducts sold. 2.3 LICENSEE acknowledges that LICENSOR owns all rightSection 2.05. Except for the licenses and rights expressly granted hereunder, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any no right, title or interest in the Licensed Subject Matterany discovery, invention or technology, data or information or any patent, copyright, trademark or other intellectual property right owned by University or its Affiliate shall be granted to XYZ hereunder, by implication or otherwise. University shall not be under any obligation to grant to XYZ any additional licenses and rights other than the license as set forth in Section 2.1 abovethose granted hereby. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR 3.1 In consideration of the royalty payments reserved herein, and the covenants on the part of the Licensee contained herein, Kaizen hereby grants to LICENSEE the Licensee an exclusive North American wide license to use and its Affiliatessublicense the Technology and any Improvements and to manufacture, subject to market, distribute, and sell Products on the terms and conditions hereinafter set forth during the term of this Agreement. 3.2 The license granted herein is personal to the Licensee and is not granted to any Affiliated Company or Affiliated Companies. 3.3 The Licensee shall not cross-license or sublicense the Technology or any Improvements without the prior written consent of Kaizen. 3.4 Notwithstanding Article 3.1 herein, the parties acknowledge and agree that UBC may use the Technology and any Improvements without charge in any manner whatsoever for research, scholarly publication, educational or other non-commercial uses. 3.5 Upon execution of this Agreement, an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE Kaizen may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant register a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license financing statement with respect to this Agreement under the specific country and provisions of the specific third party approved Personal Property Security Act of British Columbia and/or under the provisions of similar legislation in LICENSOR’S requestthose jurisdictions in which the Licensee carries on business and/or has its chief place of business. All costs associated with the registrations contemplated by this Article 3.5 shall be paid for by the Licensee. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement 3.6 The Licensee shall give LICENSEE any right, title written notice to Kaizen if it is carrying on business and/or locates its chief place of business in a jurisdiction outside North America prior to beginning business in that other jurisdiction. 3.7 If Kaizen has registered one or interest in the Licensed Subject Matter, other than the license more financing statements as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all rightArticle 3.5, title and interest in and to the Licensee Marks, shall give written notice to Kaizen of any and agrees that all changes of jurisdiction within or outside of North America in which it will do nothing inconsistent is carrying on business and/or any and all changes in jurisdiction of its chief place of business within or outside of North America and shall file the appropriate documents in the various provincial Personal Property Registries or similar registries within or outside of North America to document such changes in jurisdiction and furnish Kaizen with LICENSEE’S ownership a copy of the Licensed Marks, and agrees that all use verification with respect to each such filing within 15 days after receipt of same. All costs associated with the Licensee Marks registrations contemplated by this Article 3.7 shall inure to be paid for by the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed MarksLicensee.

Grant of License. 2.1 LICENSOR SHPI hereby grants to LICENSEE and its AffiliatesLICENSEE, subject to the terms and conditions of this Agreementset forth herein, an exclusive worldwide licenseexclusive, with world-wide right of sublicense, to: (i) and license under the PATENTS in the SPINAL/EPIDURAL FIELD to make, have made, use, promote, offer for sale, sell, lease sell and import products and services covered by or incorporating LICENSED PRODUCT in the Licensed Patents; and TERRITORY. 2.2 SHPI hereby grants to (ii) use LICENSEE the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may right to sublicense the rights granted herein PATENTS in the SPINAL/EPIDURAL FIELD to one or more SUBLICENSEES upon written approval by LICENSOR's prior approval, which approval shall not be unreasonable unreasonably withheld. SHPI agrees not to sell, license or grant rights to PATENTS for the SPINAL/EPIDURAL FIELD to third parties. Further, SHPI agrees to expressly exclude the field of spinal introducer needles from any licenses to third parties. Notwithstanding, SHPI disclaims any obligation to ensure that products sold, licensed or to which any rights are granted to third parties are not used as spinal introducer needles. --------------- The "**" marks the location of information that has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 2.2 Notwithstanding 2.3 SHPI hereby grants to LICENSEE, subject to the licensed granted terms and conditions set forth herein, a non-exclusive, world-wide right and license under the PATENTS in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR the RADIOLOGY/BIOPSY FIELD to grant a third party a license to (i) make, have made, use, promote, offer for sale, sell, lease sell and import products and services covered by or incorporating LICENSED PRODUCT in the Licensed Patents; or TERRITORY. 2.4 Subject to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted reversion set forth in Section 2.1 above from an exclusive 5.2, 5.3 and 5.5, SHPI grants to BD a fully paid up, non-exclusive license with respect to the specific country TECHNOLOGY in the SPINAL/EPIDURAL FIELD and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and RADIOLOGY/BIOPSY FIELD. Such grant of license to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership TECHNOLOGY shall not be deemed to be a grant of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure right to the benefit PATENTS or any other patents owned or controlled by SHPI. Rather, the grant of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest such license to the TECHNOLOGY in the Licensed Subject MatterSPINAL/EPIDURAL FIELD and RADIOLOGY/BIOPSY FIELD shall be subject to any rights to PATENTS, or other than the license as set forth in Section 2.1 abovepatents owned or controlled by SHPI. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR A. Licensor hereby grants to LICENSEE Licensee the exclusive license to use the GOLDEN BEAR trade name and its Affiliatestrademark, as well as all of the other marks shown on the attached Schedule B (hereinafter referred to individually and collectively as "Licensed Marks") in connection with the manufacture, advertising, sale and distribution of all of the goods and rendering of all of the services included within the description of the Transferred Businesses in Schedule A, including those goods and services set forth in the registrations and applications on Schedule B, except as otherwise noted in such Schedule (hereinafter, collectively, the "Licensed Goods"). The Licensed Goods shall include line extensions, except as expressly reserved herein. B. Licensor further grants to Licensee the right to use the name, image, likeness, nickname, biographical data, and other identifying characteristics of Jack W. Nicklaus (hereinafter the "Nicklaus Image") ▇▇ ▇▇▇▇▇▇▇▇▇▇ with the advertising, promotion, or sale of the goods or the rendering of the services covered by the Licensed Goods. C. Licensor also grants to Licensee those limited rights in Licensor's copyrighted works indicated on Schedule C (hereinafter "Licensed Copyrights"). Licensor expressly reserves all other copyright rights in the Licensed Copyrights not expressly granted by such Schedule, including without limitation, the right to make derivative works other than those derivative works authorized by such Schedule. D. The license granted herein does not include the right of Licensee to use the personal services of Jack W. Nicklaus as a model or spokesman, or to a▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇c statements, claims or endorsements to Mr. Nicklaus as an individual. The right to such ▇▇▇▇▇▇▇▇ ▇▇▇vices of Mr. Nicklaus as an individual will be the subject ▇▇ ▇▇▇▇▇▇▇ agreements separately negotiated between Licensee and Jack W. Nicklaus, including an Employment Agreeme▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇arties which will become effective as of the Effective Date (as defined below). E. In addition to the licenses granted herein, Licensor acknowledges and agrees that Licensee shall have the exclusive right to develop new business opportunities utilizing the Licensed Marks, Licensed Copyrights and the Nicklaus Image in connection with product and service lines outside of the current scope of the Licensed Goods, and that the scope of the licenses granted herein will be extended to include such business opportunities subject to the further terms and conditions of this Agreement, an including P. 5, below. Notwithstanding the foregoing, Licensee acknowledges that Licensor has expressly reserved its exclusive worldwide licenseright to utilize and license the Retained Marks (as defined in sub-paragraph 4C, with right of sublicensebelow), to: (i) makethe Nicklaus Image, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ connection with the developmentRetained Businesses, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which and that Licensee shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1permitted, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion virtue of the Game in a specific country. LICENSOR shall submit licenses granted above or any extension of such request licenses, to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny make or license any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all the Nicklaus Image or the Licensed Copyrights which infringes upon or is in the same field of use as any of the Licensee Marks shall inure Retained Businesses, or would cause substantial or irreparable damage to Licensor or any of Licensor's material business relationships in connnection with any of the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed MarksRetained Businesses.

Grant of License. 2.1 LICENSOR Subject to the terms and provisions set forth in this Agreement, each Licensor hereby grants to LICENSEE each Licensee, and each Licensee hereby accepts, a license in and to the applicable Licensed IP, pursuant to the applicable Licensed Provisions, for use solely in connection with the applicable Licensed Field for the applicable License Term (and any Transition Period (as defined below)), in each case, as set forth on Exhibit A hereto (as may be amended from time to time in accordance with this Agreement). The Parties acknowledge and agree that the intent of this Agreement is to grant each applicable Property Owner (and, with respect to CEOC Managed Facilities, CEOC and its Affiliatessubsidiaries) a license in and to all Intellectual Property, not otherwise owned by such Property Owner (or CEOC or its subsidiaries, as applicable), that is currently used or contemplated to be used in connection with the Managed Facility owned by such Property Owner (or leased to CEOC or its subsidiaries, as applicable), or as otherwise provided herein. 2.2 All Licenses granted under this Agreement shall be subject to any licenses to which a Licensor is a party as of the Effective Date, including the CPLV Trademark License and those set forth in any Property Management Agreement, to the extent not explicitly superseded and replaced by the terms of this Agreement. 2.3 All rights not expressly granted hereunder are reserved by each Licensor. 2.4 To the extent any Affiliate of a Licensor owns any right, title or interest in and to any applicable Licensed IP, such Licensor shall: (a) cause any such Affiliate to comply with the terms of this Agreement, including with respect to the granting of rights in such Licensed IP to the applicable Licensee consistent with the terms and conditions of this Agreement and the applicable License, (b) not permit any such Affiliate at any time during or after the Term to contest or challenge any provision of this Agreement, and (c) take all necessary action to ensure that any Change of Control (as defined below) that results in such Affiliate becoming a Person unaffiliated with such Licensor shall not affect, reduce, or result in any diminution of, the applicable Licensee’s rights granted under this Agreement from time to time. Without limiting the foregoing, each Licensor shall ensure that if any of its Affiliates owns any of the Licensed IP licensed under a License, then such Affiliate will be bound by the terms and conditions of this Agreement. 2.5 Each Licensor and Licensee of System-wide IP hereunder agrees that, an exclusive worldwide licenseupon Termination of the Applicable Property Management Agreement with respect to any CEOC Managed Facility or New CEOC Property, with right it shall discontinue, within the Transition Period set forth in Section 15.6, all use of sublicense, to: (i) make, have made, use, offer for sale, sell, lease any Trademarks and import products and services covered by or incorporating Domains included in the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on System-wide IP that are used solely at or in connection with the developmentapplicable CEOC Managed Facility or New CEOC Property, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall and are not contemplated to be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on used at or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestother facility or property. 2.3 LICENSEE acknowledges 2.6 For the avoidance of doubt, the Parties agree and acknowledge that LICENSOR owns all the Licenses contemplated hereunder shall in no way limit (a) each Licensor’s right, title and interest in and to the Licensed Subject Matterits respective owned Intellectual Property, and agrees that it will do nothing inconsistent with LICENSOR’S ownership (b) except in the case of License 7, License 8 and the Licensed Subject MatterCPLV Trademark License, and agrees that all each Licensor’s use of the its respective Licensed Marks by LICENSEE shall inure IP, in each case, subject to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 2.5 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR GBCI is granted a license by the U.S. Green Building Council (“USGBC”) to utilize and confer rights in certain marks owned by USGBC including, but not limited to, the “LEED” trademark. To the extent You meet all qualifications required of a LEED Green Rater, GBCI hereby grants you a limited, world-wide, nonassignable and nonsublicensable license to LICENSEE use and its Affiliatesdisplay the word ▇▇▇▇ “LEED Green Rater” word ▇▇▇▇ and associated graphic logo <.. image(A close up of a sign Description automatically generated) removed ..> (collectively, subject the “Marks”) during the term of this Agreement under the following conditions: a. The license to the terms Marks begins only after GBCI has determined that you have completed the required training, assessment, and conditions signed the Agreement. b. Your license to the Marks will continue so long as you meet the criteria described in the LEED Residential Quality Assurance Manual. c. Your license will end upon your failure to meet the criteria described in the LEED Residential Quality Assurance Manual or upon termination of this Agreement by either you or by GBCI. Upon termination of the license, you agree to immediately cease using the Marks. At no time may you use the Marks to imply the endorsement of your services by GBCI or by USGBC. You acknowledge and agree that any unauthorized use of these Marks by you constitutes both intellectual property infringement and a breach of this Agreement. In connection with all use of the Marks as set forth herein, you agree to use the Marks in accordance with all applicable laws, rules and regulations. Upon termination of this Agreement, an exclusive worldwide license, with right all of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and your rights to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR pursuant to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive this Agreement will terminate and you must immediately discontinue all use and display of the Marks. Upon termination, you agree that you shall make no reference to a non-exclusive license your prior participation in the Program In addition you agree to comply at all times with respect the Trademark Policy relating to the specific country Marks as published by GBCI and as may be updated from time to time (the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter“Trademark Usage Policy”), and agrees that it will do nothing inconsistent any other reasonable related standards associated with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks as provided by LICENSEE shall inure GBCI in writing to you. The Trademark Usage Policy is available at: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/resources/usgbc-trademark-policy-and-branding-guidelines. You hereby agree to check for updates often. All rights not expressly granted herein are reserved by GBCI and USGBC, and no license is granted hereunder for the benefit use of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE the Marks for any right, title or interest in purpose beyond the Licensed Subject Matter, other than the license as uses set forth in Section 2.1 above. 2.4 LICENSOR acknowledges this Agreement, or to any other intellectual property of GBCI or USGBC. You acknowledge that LICENSEE owns all rightthe Marks and the goodwill associated therewith possess special, title and interest in and to the Licensee Marksunique, and agrees extraordinary characteristics, which make difficult the assessment of monetary damages that it will do nothing inconsistent with LICENSEE’S ownership GBCI and USGBC would sustain as a result of the Licensed Marks, and agrees that all your unauthorized use of the Licensee Marks shall inure to the benefit of Marks. You recognize that GBCI and be on behalf of LICENSEE. LICENSOR agrees USGBC would suffer irreparable injury by such unauthorized use and agree that nothing in this Agreement shall give LICENSOR any right, title or interest injunctive and other equitable relief is appropriate in the Licensed Marksevent of a breach by you of any of the terms of the license herein conferred on you. Such remedy shall not be exclusive of any other remedies available to GBCI and USGBC, nor shall it be deemed an election of remedies by GBCI or USGBC.

Grant of License. 2.1 LICENSOR PRINCETON hereby grants to LICENSEE and its Affiliates, subject to the terms and conditions of this Agreement, an exclusive (even as to Princeton) worldwide license, with the right of to sublicense, to: (i) under the Patent Rights to make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating and/or sell the Licensed Patents; Product(s), and to (ii) use practice the Licensed Marks and Licensed Works on or in connection with Process(es) to the development, operation, distribution and/or promotion full end of the Game. LICENSEE may sublicense term for which the rights Patent Rights are granted herein upon written approval by LICENSOR, which shall not be unreasonable withheldunless sooner terminated as hereinafter provided. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform use commercially reasonable efforts to provide that LICENSED PRODUCTS leased or sold in the license granted United States shall be manufactured substantially in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestUnited States. 2.3 LICENSEE acknowledges that LICENSOR owns all rightPRINCETON expressly reserves the right to use the Patent Rights, title and interest in and to the Licensed Subject MatterProducts, Licensed Processes, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of associated information and technology for Princeton's own educational, research and other non-commercial purposes only, on the Licensed Subject Matter, terms and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license conditions as set forth in Section 2.1 abovethe Research Agreement and this Agreement, provided, however, that PRINCETON shall notify LICENSEE of any additional intellectual property that may arise from such use and such intellectual property shall become part of and subject to the terms of this Agreement. 2.4 LICENSOR acknowledges LICENSEE shall have the right to sublicense the Patent Rights granted pursuant to this Agreement to any Third Party (other than Transcell); provided that LICENSEE owns shall not grant any such Sublicense without Princeton's written consent, which consent shall not be unreasonably withheld. 2.5 LICENSEE agrees that any sublicenses granted by it shall have privity of contract between PRINCETON and Sublicensee such that the obligations of this Agreement shall be binding upon the Sublicensee as if it were in the place of LICENSEE. LICENSEE further agrees to attach copies of Articles II, V, VII, IX, X, XII, XIII and XV of this Agreement to all rightsublicense agreements, title provided, however, that notwithstanding the foregoing, in accordance with Paragraph 1 of the Side Agreement, (i) only the following provisions of this Agreement shall apply to Merck as if it were in the place of LICENSEE, to the extent, and interest in only to the extent, that such provisions relate to the Merck Rights and to the Licensee MarksMerck/Transcell Collaboration Agreement (as defined in the Side Agreement): Section 2.2 (manufacture in the U.S.); Section 10.2 (indemnification); Article XII (non-use of names); and Article XIII (export controls), and agrees that it will do nothing inconsistent with LICENSEE’S ownership (ii) all other rights and obligations of the Licensed MarksLICENSEE under this Agreement shall be rights and obligations of LICENSEE only, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing except as otherwise provided in this Agreement or the Side Agreement. 2.6 LICENSEE agrees to forward to PRINCETON a copy of any and all fully executed sublicense agreements, and further agrees to forward to PRINCETON annually a copy of such reports received by LICENSEE from its Sublicensees during the preceding twelve (12) month period under the sublicenses as shall give LICENSOR any right, title or interest in the Licensed Marksbe pertinent to a royalty accounting under said sublicense agreements.

Grant of License. 2.1 LICENSOR (a) eNote hereby grants to LICENSEE and its AffiliatesLicensee, subject to the terms and conditions of this Agreement, an exclusive worldwide licensethe exclusive, with non-transferable license and right of sublicense, to: to use the Marks (i) makesolely within the Territory and (ii) solely on and in connection with the marketing, have madesale and distribution of TVemail(TM) products, useincluding any modifications and upgrades thereto, offer for saleand in connection with the marketing, sellsale and distribution of the services provided in association therewith, lease and import the documentation sold as a unit therewith. Nothing in this Agreement shall be construed to limit the right of eNote to grant other exclusive or non-exclusive licenses to third parties outside of the Territory. Nothing in this Agreement shall be construed to prohibit eNote from licensing third parties to manufacture or repair TVemail(TM) productS, PROVIDED that such license shall prohibit the licenseE from sales of TVemail(TM) products and services covered by or incorporating (apart from manufacturing and repair services) in the Licensed Patents; and to Territory. (iib) Licensee shall not use the Licensed Marks in connection with sales or offers to sell Products or Services outside the Territory without the prior written consent of eNote in each instance, which consent may be withheld by eNote in its sole discretion. The Parties acknowledge that the web site(s) operated by Licensee are distributed worldwide, and Licensed Works use of the Marks on or in connection with therewith shall not operate as a violation of this Agreement so long as such sites reflect that eNote's Products and Services may be sold and distributed by Licensee only in the development, operation, distribution and/or promotion Territory. (c) Licensee shall not effect registration or recordation of any ▇▇▇▇ in the Territory in its own name. eNote shall use best efforts to effect registration of the GameMarks in the Territory in its own name and at its own expense. LICENSEE Licensee shall co-operate with e-Note to make such recordations as may sublicense be necessary or proper to effect recordation of Licensee as an authorized user and licensee of the rights granted herein upon written approval by LICENSOR, which Marks in the Territory. Any such recordation shall not be unreasonable withheldeffected at Licensee's expense. 2.2 Notwithstanding (d) Upon the licensed granted expiration or termination of this Agreement for any reason, Licensee's rights in Section 2.1and to use of the Marks shall immediately cease. Licensee and eNote agree that any recordation shall be cancelled. Licensee shall at any time during or after termination of this Agreement, LICENSOR at no further compensation but no expense to Licensee, execute any document as eNote may request on occasion from time to time to ensure that LICENSEE allow LICENSOR to grant a third party a license to all right, title and interest in the Marks resides and vests exclusively in eNote its successors and assigns. This provision shall survive any expiration or termination of this Agreement for any reason. (ie) make, have made, use, offer for sale, sell, lease eNote shall retain any and import products all rights in and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and Marks, including the specific third party approved in LICENSOR’S requestgoodwill represented thereby, not expressly granted by this Agreement. This provision shall survive any expiration or termination of this Agreement for any reason. 2.3 LICENSEE (f) Licensee acknowledges that LICENSOR owns all eNote's right, title and interest in and to the Licensed Subject Matter, Marks and agrees that it will do nothing inconsistent with LICENSOR’S ownership of eNote's exclusive right to use and license the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership not to claim title to any of the Licensed Marks or any right to use of any ▇▇▇▇ except as specifically provided in this Agreement. Licensee shall not contest or deny the validity or enforceability of any ▇▇▇▇ or oppose or seek to cancel any registration or recordation of any ▇▇▇▇ by eNote or any licensee of eNote in any jurisdiction within or without the Territory, nor aid nor abet any third party in doing so, either during or after the term of this Agreement. Licensee shall not use any ▇▇▇▇ which in the reasonable judgment of eNote is confusingly similar to, deceptive or misleading with respect to, or dilutes, or in any way damages the Marks, and agrees that shall, at eNote's request, cancel and abandon use of any such marks. However, during the term of this Agreement, use by Licensee of the corporate name "▇▇▇▇▇.▇▇▇ Australia" shall not be a breach of this Agreement. This provision shall survive any expiration or termination of this Agreement for any reason. (g) Any and all goodwill in the Marks arising from Licensee's use of the Licensee Marks shall inure to the exclusive benefit of eNote, and be on behalf Licensee shall not during the term of LICENSEE. LICENSOR agrees that nothing in this Agreement or thereafter assert any claim to such goodwill. Licensee shall give LICENSOR not take any right, title action detrimental to such goodwill. This provision shall survive any expiration or interest in the Licensed Markstermination of this Agreement for any reason.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject Subject to the terms and conditions of this Agreement, an exclusive worldwide license, with Agreement and to the extent to which the Licensor has the right to grant a license in respect of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; Patents and to (ii) use the Licensed Marks Know-How, the Licensor hereby grants to the Licensee a non-exclusive, non- sublicensable, non-transferable, royalty-free license under the Licensed Patents and Licensed Works on or Know-How solely to Exploit the Licensed Product and solely for use in connection with the development, operation, distribution and/or promotion of Field in the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheldTerritory. 2.2 Notwithstanding anything contained in this Agreement, nothing in this Agreement shall be construed to prevent the licensed Licensee from engaging in any activities that would not infringe a Licensed Patent granted and in force, including, without limitation, where a country has issued a compulsory license on a Licensed Patent. 2.3 The Licensee shall only supply Licensed Product pursuant to and in accordance with this Agreement for use in the Territory and pursuant to a procurement process of any Public Sector entity in or for the benefit of the Target Countries, only if the supply contemplated by that procurement is approved in writing by the Licensor, with such approval to be provided no later than five (5) Business Days after receipt of the request for approval, unless the Licensor has expressly indicated that approval is not granted (an “Approved Public Market Procurement”). 2.4 Other than as set forth in Section 2.1, no rights are granted to the Licensee under this Agreement to Exploit the Licensed Product inside or outside the Target Countries. Notwithstanding any other provision of this Sublicense Agreement, Ferring and MPP make no representation or warranty of non-infringement or any representation or warranty that the Licensed Patent Rights or Licensed Know-How is suitable for any purpose for which it may be used by the Licensee. 2.5 The Licensee’s license to have manufactured by a Third-Party, Licensed Product in accordance with Section 2.1 shall be limited solely to manufacture on behalf of the Licensee of Licensed Product for supply to the Licensee. Section 2.1 shall not be construed as conferring any right for a Third-Party to manufacture Licensed Product for supply to any party other than the Licensee (as applicable). Such Third-Party manufacturer must be approved in writing by the Licensor prior to engaging in any development or manufacturing activities on behalf of Licensee. 2.6 For the avoidance of doubt, this Agreement confers no rights on the Licensee to sublicense its rights hereunder, which is expressly prohibited. The Licensee shall procure that any Third-Party manufacturer shall comply with the terms of this Agreement as if it was the Licensee, and the Licensee shall remain fully liable for the acts or omissions of such Third-Party manufacturer. 2.7 The Licensee shall, acting in compliance with this Agreement and all applicable laws and regulations, use its best endeavours to maximize access to the Licensed Product for use in the Field in the Territory. 2.8 It is expressly acknowledged by the Licensee that this Agreement confers no intellectual property rights whatsoever on the Licensee other than those expressly granted in Section 2.1 for the Term of this Agreement. Without prejudice to the generality of the foregoing, other than as expressly granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR no license is granted to grant a third party a license the Licensee: (a) to perform any acts or omissions which infringe any rights (including, but not limited to, patent and/or intellectual property rights) of the Licensor, Ferring and/or any of their Affiliates and/or their sublicensees within or outside the Target Countries; (b) to perform any acts or omissions which infringe any rights of any Third-Party (including, without limitation, Ferring) within or outside the Target Countries; or (c) in relation to the Licensed Patents and Licensed Know-How, to Exploit the Licensed Product where such Licensed Product would be supplied directly or indirectly to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by the Private Sector within or incorporating outside the Licensed Patents; Target Countries or to (ii) the Public Sector outside the Target Countries, or (iii) for use outside the Field within our outside the Territory and/or for any indication or patient population other than as set forth on the Licensed Marks and Licensed Works on or Product’s approved label. 2.9 Nothing in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days this Agreement shall be deemed to constitute a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny license for the Licensee to manufacture, import, use or supply any such request. In active ingredient other than those identified in the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a nonLicensed Know-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestHow. 2.3 LICENSEE acknowledges 2.10 Notwithstanding the Effective Date of this Agreement, the Licensee undertakes not to sell or offer for sale a Licensed Product in a Target Country in the Territory prior to (i) the relevant Approval Date for that LICENSOR owns all rightLicensed Product for that Target Country and (ii) WHO prequalification or approval by a Stringent Regulatory Authority (or, title and interest in and to as a provisional measure, the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership review of the Licensed Subject Matter, Product by a WHO Expert Review Panel and agrees a notification of no-objection from that all WHO Expert Review Panel for time- limited use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in Product). 2.11 Where this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to requires the Licensee Marksto obtain approval from Ferring, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to request such approval through the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed MarksLicensor.

Grant of License. 2.1 LICENSOR V▇▇▇ hereby grants to LICENSEE BSN, for a period commencing on the date hereof and its Affiliatesterminating on December 31, subject to 1989 (the terms “Initial Term”) and conditions of this Agreementthereafter for three (3) consecutive renewal periods (“Extension Options”), an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; license in and to (ii) the Trademark in the United States for use the Licensed Marks and Licensed Works on or in connection with the developmentmanufacture, operation, distribution and/or promotion sale and advertisement of the Gameproducts listed on Schedule A attached hereto (the “Products”) and solely to the following customers (the “Customers”), such rights licensed hereunder being referred to as the “Trademark Rights”: (a) Those customers of V▇▇▇ listed on Schedule B attached hereto; (b) Institutional sporting goods customers, including but not limited to, recreational departments, educational institutions, youth sports leagues, community service groups, PTA’s, athletic teams and other team sports associations; (c) Any reseller of sporting goods which realizes more than 50% of its total sporting goods revenues from customers of the type listed in Paragraph l(b) above; and (d) Persons or entities receiving, or purchasing by or through, BSN’s various catalogs. LICENSEE may sublicense The Trademark Rights shall consist solely of the rights granted herein upon written approval by LICENSORset forth above, which and BSN shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest no right in and to the Licensed Subject MatterTrademark for use for any purpose other than as expressly set forth herein. It is expressly understood that V▇▇▇ and its designees, licensees, successors and assigns may sell any products of the type listed as the Products to any customers not included within the Customers, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject MatterV▇▇▇ or its designees, licensees, successors and agrees that all use of the Licensed Marks by LICENSEE shall inure assigns may sell to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE Customers any right, title or interest in the Licensed Subject Matter, products other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges Products. BSN represents that LICENSEE owns all right, title and interest in it does not sell to mass merchandisers through its catalogs. If and to the Licensee Marksexent that Products are sold by V▇▇▇ to persons or entities described in Paragraph l(d), BSN agrees to cooperate with V▇▇▇ in resolving any conflict, the objective being that either V▇▇▇ or BSN (but not both) shall be entitled to sell Products to a particular customer hereunder. V▇▇▇ shall not sell to any Customer any products that bear the Trademark and agrees that it will do nothing inconsistent with LICENSEE’S ownership are of the Licensed Marks, and agrees that all use of type listed herein as the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed MarksProducts.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject to a. Upon the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee and Licensee hereby accepts for the Term of this Agreement, an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and a license to (ii) use the Licensed Marks and Licensed Works Property solely on or in connection with the developmentmanufacture, operationdistribution, distribution and/or sale, promotion and marketing of the GameLicensed Products as specified above for the ultimate retail sale to the public throughout the Territory.. Such license shall be exclusive, except as otherwise provided in this Agreement, including, without limitation, in Paragraph 7(d). LICENSEE may sublicense Notwithstanding any provision to the rights granted herein contrary in this Paragraph 2 or elsewhere in this Agreement, if Licensee manufactures, distributes, sells, promotes and/or markets the Licensed Products in any country listed on the United States Trade Representatives Watch List (each, a "Watch List Country"), Licensee shall The redacted information from Section 3(b) has been omitted based upon written approval by LICENSOR, which shall not be unreasonable withhelda request for confidential treatment. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) makeapply to register the word mark, have made"George Foreman," in th▇ ▇▇tch ▇▇▇▇ ▇▇▇▇▇▇▇, usein Licensor's name, offer for sale, sell, lease and import in the goods and services or other trademark category applicable to cleaning products and services covered by or incorporating the Licensed Patents; or to preparations for general, household, and automotive applications (each a "Watch List Registration"); (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all monitor use of the Licensed Marks by LICENSEE shall inure Watch List Registration and the Property in the Watch List Country in a commercially reasonable manner to detect and prevent infringement and unauthorized use thereof; (iii) promptly inform Licensor of any such infringement and other unauthorized use of which Licensee becomes aware as a consequence of its monitoring activities or otherwise; and (iv) pursue Infringement Claim(s) (as defined in Paragraph 6(e) below) to rectify and prevent unauthorized use of the Watch List Registration and/or the Property, unless Licensee reasonably determines that there would be no commercial benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in from doing so. b. The License granted pursuant to this Agreement shall give LICENSEE any rightapply only to Licensee and the manufacture and distribution, title or interest promotion and marketing of Licensed Products in the Licensed Subject MatterTerritory during the Term, but not in, upon, or with any other than the license as set forth in Section 2.1 abovegoods or services of any kind. Licensor reserves all rights not expressly conveyed to Licensee hereunder. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject Subject to the terms and conditions of this Agreementstated herein, an exclusive XXX grants to CHMD and CHMD accepts a non-exclusive, worldwide license, with non-transferable (except as set forth in Section 9.1 below) right of sublicense, to: (i) and license under the Proprietary Technology to make, have made, use, offer for saledistribute, sell, lease market and import products and services covered by sell Licensed Product(s) including the right to have any or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion all of the Game. LICENSEE may sublicense the rights granted herein upon written approval foregoing performed by LICENSOR, which shall not be unreasonable withheldan Affiliate. 2.2 Notwithstanding During the first four years of this Agreement, XXX shall not grant to a third party rights with respect to the Licensed Product(s) royalty structures more favorable to such third party than as provided to CHMD under this Agreement without first offering such more favorable royalty structure to CHMD. 2.3 Subject to CHMD's performance of its obligations under this Agreement and upon XXX's prior written approval, not to be unreasonably withheld, CHMD may assign any CHMD rights licensed or granted in Section 2.1; provided, LICENSOR however, that such assignment shall be solely for the purpose of permitting CHMD to engage the services of Licensed Product(s) manufacturers, sales representatives, dealers and other persons to assist CHMD in its performance under this Agreement and the same shall not alleviate CHMD of its obligations hereunder. 2.4 XXX and CHMD agree that CHMD receives no licenses or rights whatsoever, by implication or otherwise, with respect to any other XXX patents, patent applications, trademarks, technology or other intellectual property except for the rights to the Proprietary Technology as specifically granted herein; and upon termination of this Agreement, other than as to inventory in CHMD's possession at the time of termination, CHMD shall have no further right to use XXX Proprietary Technology, distribute, market or sell the Licensed Product(s). Upon termination of this Agreement, CHMD shall retain the sole ownership of and rights to any manufacturing technologies, know-how, processes, or devices related to the Licensed Product(s) production or design independently developed by MM during the term of this Agreement. XXX may request not, during the term of this Agreement nor after its expiration, duplicate any Licensed Product(s) design feature, technology, or formula enhancement developed by CHMD in each case to the extent such duplication would infringe the valid claim of an issued patent without the express written consent of CHMD. 2.5 In consideration for the license and other rights conveyed herein, and in addition to the royalties identified below, CHMD shall pay XXX Dollars ($XXX) to XXX on occasion or before December 15, 1998. 2.6 CHMD shall notify XXX on or before June 1, 1999, whether CHMD, in its sole discretion, elects to manufacture, have made, market or sell a blood glucose Proprietary Test System. In the event CHMD elects to manufacture, have made, market or sell such a Proprietary Test System, CHMD shall pay to XXX, at the time of CHMD's notice, an additional lump sum payment of XXX Dollars ($XXX). In the event CHMD elects not to manufacture, have made, market or sell such Proprietary Test Systems, the license granted under Section 2.1 above shall be limited to Proprietary Test Strips and CHMD shall have no license with respect to Proprietary Test Systems or Proprietary Technology related thereto (i.e., the subject matter claimed in that LICENSEE allow LICENSOR to grant a third certain U.S. Patent Application number #####) and the remaining terms of this Agreement shall remain intact and fully in force. 2.7 In consideration of the rights granted and other obligations of the parties herein, the parties agree that during the term of this Agreement that neither party a license to (i) shall directly or indirectly make, have made, use, offer for salemarket, sell, lease have sold or otherwise distribute any Test Strip (including without limitation a Proprietary Test Strip) which at the time of the first commercial sale of such Test Strip is compatible and import products and services covered could be used with a Test System then being distributed commercially by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 aboveparty hereto. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR (i) Subject to Section 9 and except as disclosed on Schedule 10, Licensor hereby grants to LICENSEE and its Affiliates, subject Licensee a license throughout the Territory to the terms and conditions of this Agreement, an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating use both the Licensed Patents; ▇▇▇▇ and to (ii) use the Licensed Marks and Licensed Works on or Technology in connection with the development, operationmanufacture, marketing, promotion, distribution and/or promotion (wholesale and retail) and sale (including Licensee-owned and franchisee-owned retail store services in compliance with Section 7(e)(ii)) of Products having Super Premium Status under the Game. LICENSEE may sublicense Licensed ▇▇▇▇ (collectively, the rights granted herein upon written approval by LICENSOR"BUSINESS"). (ii) During the term of this Agreement, which Licensor shall not, and shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to any other Person to, develop, manufacture, market, distribute (wholesale and retail) or sell Products (including novelties) in the Territory (including for purposes of this Section 2(a)(ii) Canada and the Benelux countries), except (A) if Licensee is in Material Default, which Material Default has not been Cured within 60 days following receipt of written notice from Licensor that complies with the requirements of Section 18(a), (B) as to a particular Region, if Licensee is in Regional Default with respect to such Region, which Regional Default has not been Cured within 60 days following receipt of written notice from Licensor that complies with the requirements of Section 18(d) or (C) as to any particular country, if Licensee has provided written notice to Licensor that Licensee does not intend to conduct the Business ("DESIGNATE") in such country or Region. The foregoing shall not apply to sales of Products having Super Premium Status bearing the Principal Licensed ▇▇▇▇ (x) in Canada by Delicious Alternative Desserts, Ltd. or (y) in the Benelux countries by Sfeerbeheer B.V. (b) Licensee may use the Licensed ▇▇▇▇ in connection with the Business throughout the Territory; PROVIDED, HOWEVER, that Licensee may only use the Licensed ▇▇▇▇ together with Licensee's other trademarks with Licensor's written approval, which approval may be withheld in Licensor's sole discretion; PROVIDED, FURTHER, that Licensor's approval shall not unreasonably be withheld if the requirements of applicable law require such use. (i) make, have made, use, offer for sale, sell, lease Licensee shall use commercially reasonable efforts to exploit fully the rights herein granted throughout the Territory and import products and services covered by or incorporating to sell under the Licensed Patents; or to ▇▇▇▇ the maximum quantity in each Contract Year of Products having Super Premium Status therein, in each case in a manner consistent with Products having Super Premium Status, good business practice, with the standards hereinafter provided and with all appropriate long-term brand-building philosophy. (ii) As provided in Section 5(c), the Committee on Joint Planning shall meet on a regular basis to develop collaboratively a plan for the phased geographic expansion of the Business in the Territory that will maximize the quantity in each Contract Year of Products having Super Premium Status sold under the Licensed ▇▇▇▇, consistent with good business practice, the Essential Integrity of the Principal Licensed ▇▇▇▇ and with an appropriate long-term brand-building philosophy. (d) The License hereby granted includes the right of Licensee to use promotional items with the Licensed ▇▇▇▇ (except as disclosed on Schedule 10) in the Territory that are given away or sold solely in an ancillary promotion to the marketing, promotion, distribution and sales of Products, including accessories, T-shirts and caps, to the extent they are approved by Licensor, which approval shall not unreasonably be withheld or delayed. Licensee agrees that all such promotional items shall be manufactured in accordance with fair labor standards, as such standards (to the extent such standards are applicable to international manufacture) are used from time to time by Licensor in the manufacture of its promotional items. (e) The License hereby granted includes the right of Licensee to use the Licensed Marks ▇▇▇▇ in connection with Products having Super Premium Status in all media and shall also include the right to use the Licensed ▇▇▇▇ as part of, or as the name of, any division or business unit, but not as the name of a corporation or similar entity, which Licensee may organize for the purposes of manufacturing and distributing for sale Products bearing the Licensed ▇▇▇▇. (f) Licensor reserves all rights to the Licensed ▇▇▇▇ and Licensed Works Technology except as specifically granted herein to Licensee. Without limiting the first sentence of this Section 2(f), Licensor reserves the right to use, and to grant to any other person the right to use, the Licensed ▇▇▇▇ in the Territory on or in connection with goods and services other than Products (it being the development, operation, distribution and/or promotion intent of the Game parties, however, to avoid any confusion, mistake or deception in the marketplace as between Products sold by Licensee hereunder and other Products bearing the Licensed ▇▇▇▇), subject to Section 2(d). Licensor reserves the right to use, and to grant to any other person, a specific country. LICENSOR shall submit such request right to LICENSEE use, the Licensed ▇▇▇▇ outside the Territory on or in writing connection with goods and LICENSEE shall endeavor to respond in writing within ten services, including Products. (10g) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE Licensee agrees to transform the license granted grant to Licensor for use only in Section 2.1 above from an exclusive to connection with Products, on a non-exclusive license with respect basis, a license, which Licensor may not sublicense (except to its Affiliates), for the specific country use outside the Territory of (i) names and formulae relating to new flavors of Products developed by Licensee bearing the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all rightLicensed ▇▇▇▇, title and interest in and (ii) enhancements to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject MatterTechnology, other than those enhancements that (A) are derived in significant part from technology developed by Licensee in connection with Products of Licensee other than Products bearing the Licensed ▇▇▇▇ or (B) have a primary application to Products of Licensee other than Products bearing the Licensed ▇▇▇▇ and (iii) innovations in marketing and promotional techniques that are developed by Licensee (or jointly in collaboration with Licensor hereunder) in its conduct of the Business in the Territory. The license as set forth granted pursuant to this Section 2(g) shall be royalty free, non-exclusive and shall survive the termination or expiration of this Agreement. Use of information licensed to Licensor pursuant to this Section 2(g) by suppliers of Licensor in Section 2.1 aboveproviding supplies and/or materials for use on Products shall not require a sublicense. 2.4 LICENSOR acknowledges (h) The parties agree that LICENSEE owns all right(i) the Licensed Technology may be used only in connection with Products bearing the Licensed ▇▇▇▇ and (ii) Licensee and its Affiliates will not during the term of this Agreement manufacture, title market, distribute or sell Products having Super Premium Status in any country in the Territory other than Products bearing the Licensed ▇▇▇▇, except that Licensee shall not in any way be restricted from further developing, manufacturing, marketing, distributing or selling Products having Super Premium Status that Licensee is currently developing, manufacturing, marketing, distributing or selling and interest in and any modifications (including any new flavor variations or any uses of such Products) thereof. The parties agree that this Section 2(h)(ii) shall be deemed not to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership be breached by reason of the Licensed Marksacquisition by Licensee or any of its Affiliates of any business that, and agrees that all use in the last full fiscal year prior to execution of the acquisition agreement derived less than 40% of its consolidated revenues from any of the development, manufacture, marketing, distribution (wholesale and retail) or sales of Products having Super Premium Status; PROVIDED, HOWEVER, that Licensee Marks shall inure or its Affiliate, as applicable, will sell or close such business within 18 months of being requested to do so by Licensor. The parties further agree that Licensee will not engage in any activity that would otherwise be prohibited by clause (ii) of this Section 2(h) for (x) one year after the benefit expiration of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any rightpursuant to notice given in accordance with Section 3 and (y) three years following termination of this Agreement, title or interest in the Licensed Marksits entirety, pursuant to Section 18(a) by reason of Licensee's Material Default.

Grant of License. 2.1 7.1 LICENSOR hereby grants to LICENSEE and its AffiliatesLICENSEE hereby accepts from LICENSOR, subject the TECHNOLOGY LICENSE and the PATENT LICENSE (together, the "LICENSE") 7.2 Subject to the terms and conditions of the ▇▇▇▇ of Sale entered into between the Parties at equal date hereto, payment of the Purchase Price as defined in the ▇▇▇▇ of Sale is a condition subsequent of the TECHNOLOGY LICENSE for the benefit of LICENSOR. 7.3 Subject to the terms and conditions of this AgreementAGREEMENT and applicable laws, LICENSEE shall have the right to sublicense all or part of the LICENSE. However, LICENSEE shall not have the right to grant to any SUBLICENSEE the right to further sublicense any part of shall not have the right to grant to an exclusive worldwide licensethis AGREEMENT or the LICENSE. 7.4 LICENSEE shall ensure that all SUBLICENSEES shall execute and be subject to a sublicensing agreement, with right terms no less protective of sublicenseLICENSOR than this AGREEMENT. 7.5 The grant of a sublicense by LICENSEE to a SUBLICENSEE shall not release LICENSEE from any obligation under this AGREEMENT. 7.6 LICENSEE shall promptly notify LICENSOR in writing of any sublicenses granted to SUBLICENSEES. 7.7 LICENSEE shall provide to LICENSOR a copy of any agreement pursuant to which a SUBLICENSE is granted promptly after the signing of such agreement. 7.8 LICENSEE shall use commercially reasonable efforts to ensure that all SUBLICENSEES comply with the terms of this AGREEMENT and shall inform LICENSOR promptly of any known violation, to: (i) makeinfringement, have madeor breach. 7.9 No failure to pay or breach of any sublicense agreement or other breach or wrongdoing by any SUBLICENSEE shall reduce or relieve any obligation of LICENSEE to LICENSOR pursuant to this AGREEMENT. 7.10 The distribution, usesale and marketing of all PRODUCTS pursuant to this AGREEMENT shall be the sole responsibility of the LICENSEE, offer for saleits agents, sellor distributors. 7.11 All equipment, lease technical assistance, and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or training in connection with the developmentconstruction, operationset-up, distribution and/or promotion operation and use of any LICENSED FACILITY shall be provided to LICENSEE and all SUBLICENSEES exclusively by LICENSOR or its subcontractors. The provision of equipment, technical assistance, and training by LICENSOR shall be carried out pursuant to the consideration, terms, and conditions to be set out in agreements between the parties relating to such matters. LICENSEE shall ensure that all SUBLICENSEES shall execute and be subject to an agreement with the LICENSOR regarding the consideration, terms, and conditions of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSORsupply of all equipment, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1technical assistance, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or training in connection with the developmentconstruction, operationset-up, distribution and/or promotion operation and use of any LICENSED FACILITY by the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestSUBLICENSEE. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject (a) Subject to the terms and conditions herein, ----------- Licensor hereby grants to Licensee during the Initial Term of this Agreement, Agreement and any Renewal Periods an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and license to (ii) use the Licensed Marks and Licensed Works Trademarks on or in connection with the development, operation, distribution and/or promotion of Products in the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheldTerritory. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a (b) This license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or is being entered into in connection with the developmentStock Purchase and Merger Agreement dated as of May 22, operation1997, distribution and/or promotion among Mid-America Dairymen, Inc., ▇▇▇▇▇▇, Inc., BDH Two, Inc. and ▇▇▇▇▇▇/Meadow Gold Dairies Holdings, Inc. (the "Acquisition Agreement"), and the consummation by ▇▇▇▇▇▇, Inc. and BDH Two, --------------------- Inc., each of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure which is an affiliate of LICENSEE to respond in writing within ten (10) business days shall Licensee, will be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform treated as consideration for the license granted in under Section 2.1 above from an exclusive to a non-exclusive 2.1(a). No other consideration shall be payable as consideration for the license with respect granted hereunder. Section 2.2. Subject to the specific country terms and conditions herein, Licensee may ----------- use the Licensed Trademarks on Product containers, labels, packaging and shipping cases and on delivery vehicles and in any other way suitable to promote or advertise the Licensed Trademarks and the specific third party approved in LICENSOR’S requestProducts. 2.3 LICENSEE acknowledges that LICENSOR owns all rightSection 2.3. Other than as expressly stated herein, title and interest in and Licensee shall ----------- have no other right to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject MatterTrademarks. Specifically, Licensee may not use any of the Licensed Trademarks in its trade name or as its business name or in connection with any products, goods or services of any kind or nature whatsoever, whether or not the same as or similar to the Products, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all rightProducts. Notwithstanding the foregoing, title and interest in and Licensee shall have the right to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of use any pre-existing materials bearing the Licensed MarksTrademarks for a transitional phase-out period of 120 days, and agrees that after which all use of the Licensee Marks shall inure to the benefit such materials must cease. Nothing contained in this Article or any other provision of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest restrict Licensor from the sale of other products different from the Products bearing the Licensed Trademarks anywhere in the Licensed Marksworld.

Grant of License. 2.1 LICENSOR 1.01 Licensor hereby grants to LICENSEE and its AffiliatesLicensee hereby accepts, for the term of this Agreement and subject to the terms and conditions of this Agreementhereinafter set forth, an the limited exclusive worldwide license, with license without the right of to sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating to utilize the Licensed Patents; Property to manufacture, market, distribute and to (ii) use sell the Licensed Marks and Licensed Works Products solely to Indian tribes on or Indian lands in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to Territory (ias defined below) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such requestonly through direct sales. In the event Licensor desires to offer the Licensed Property on a lease or revenue participation basis, Licensee shall first contact Licensor and receive written authority to offer the Licensed Property on a lease or revenue participation basis. It is understood that LICENSEE grants LICENSOR’S request, LICENSEE agrees this license does not include any rights to transform subsequent versions of the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country Licensed Property and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and Licensee is acquiring rights only to the Licensed Subject MatterProducts and that no ancillary rights, and agrees that it will do nothing inconsistent with LICENSOR’S ownership or rights to any other medium of commercial exploitation of the Licensed Subject MatterProperty. 1.02 Notwithstanding any other terms hereof to the contrary, the obligations of Licensor and Licensee hereunder are subject to Licensor obtaining all gaming licenses, permits and approvals necessary for Licensor to consummate the transactions contemplated hereunder (the "Licensor Approvals"). In no event shall Licensee market, distribute, lease, sell or place into operation any Licensed Product, and agrees that in no event shall Licensee be required to meet the guaranteed minimum requirements of Section 5 below, until all Licensor Approvals have been obtained. In the event all Licensor Approvals are not obtained by June 1, 2000, or in the event the Washington State Gambling Commission ("the Commission") does not render its approval of this Agreement by such date, either party may elect to terminate this Agreement, in which event Licensee shall return all of the Licensed Property to Licensor and shall terminate any and all use of the Licensed Marks Property. Pending receipt of the Licensor Approvals or until such time as the Commission shall otherwise approve the receipt of such funds by LICENSEE Licensor, the Advance (as hereafter defined) shall inure to be held in an interest bearing escrow account for the benefit of and Licensor. Such funds shall be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest returned to Licensee only in the Licensed Subject Matter, other than the license as set forth in event of a termination pursuant to this Section 2.1 above1.02. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. Section 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject Subject to the terms and conditions set forth herein, during the term of this Agreement set forth in Article 6 hereof, SEL hereby grants to the Licensee, and the Licensee hereby accepts, non-exclusive, non-transferable and non-assignable licenses under the Licensed Patents to manufacture the Licensed Products anywhere in the world, and Use, exhibit, sell, distribute or otherwise dispose of the Licensed Products so manufactured anywhere in the world. The license to sell, distribute or otherwise dispose of the Licensed Products shall not include the right to sell, distribute or otherwise dispose of (i) any parts or components of the Liquid Crystal Display Panels or (ii) any parts or components (excluding the Liquid Crystal Display Panels) of the Liquid Crystal Display Modules, to the extent that such parts or components are covered by any of the Licensed Patents. Section 2.2 The license “to manufacture” the Licensed Products granted in Section 2.1 includes: (a) the right under the Licensed Patents for the Licensee to use any process in the manufacture of the Licensed Products and to use any manufacturing or testing equipment made by the Licensee or any other party, provided that such right does not include any right to manufacture any manufacturing or testing equipment for any third party or sell the same to any third party; and (b) the right under the Licensed Patents to have a subcontractor manufacture the Licensed Products either in finished or semi-finished form in accordance with the product designs, drawings and specifications, process requirements, and manufacturing and/or assembling drawings or specifications, all originated by the Licensee, provided that the Licensee shall purchase and take over from such subcontractor all of the Licensed Products manufactured or all portions thereof assembled by the subcontractor and shall not directly or indirectly re-transfer said products to such subcontractor. Section 2.3 Subject to compliance with the terms and conditions hereof, the Licensee shall have the right to grant to a Subsidiary of the Licensee sublicenses under the license and rights granted to it hereunder but without any right to sublicense further. The Licensee shall give SEL a written notice as to the names, addresses, shareholding ratio, and any other information reasonably requested by SEL from time to time with respect to all the Subsidiaries of the Licensee sublicensed hereunder (“Sublicensed Subsidiaries”) that manufacture, Use or sell the Licensed Products. No sublicense to a Subsidiary of the Licensee under this Section shall be effective until the Licensee delivers to SEL (1) a written acknowledgment of the Subsidiary agreeing to be bound by all of the terms and obligations of this Agreement, an exclusive worldwide license, with right of sublicense, to: or (i2) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion written acknowledgment of the GameLicensee that the Licensee will be responsible for the Subsidiary’s performance of all terms and obligations under this Agreement. LICENSEE may Upon this undertaking the so acknowledged Subsidiary shall be a Sublicensed Subsidiary. The sublicense granted to a Sublicensed Subsidiary of the rights granted herein upon written approval by LICENSORLicensee shall automatically terminate on the date the Sublicensed Subsidiary ceases to be a Subsidiary of the Licensee. Section 2.4 Notwithstanding anything to the contrary provided herein, which the grant of license hereunder shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a include any license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny right under any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject MatterPatents for the Licensee to Use, and agrees that all use exhibit, sell or otherwise dispose of the Licensed Marks Products made by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, third parties (other than the license as set forth in subcontractors permitted under Section 2.1 above2.2(b) hereof). 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 7.1 LICENSOR hereby grants to LICENSEE and its AffiliatesLICENSEE hereby accepts from LICENSOR, subject the TECHNOLOGY LICENSE and the PATENT LICENSE (together, the "LICENSE.") 7.2 Subject to the terms and conditions of the ▇▇▇▇ of Sale entered into between the Parties at equal date hereto, payment of the Purchase Price as defined in the ▇▇▇▇ of Sale is a condition subsequent of the TECHNOLOGY LICENSE for the benefit of LICENSOR. 7.3 Subject to the terms and conditions of this AgreementAGREEMENT and applicable laws, LICENSEE shall have the right to sublicense all or part of the LICENSE. However, LICENSEE shall not have the right to grant to any SUBLICENSEE the right to further sublicense any part of shall not have the right to grant to an exclusive worldwide licensethis AGREEMENT or the LICENSE. 7.4 LICENSEE shall ensure that all SUBLICENSEES shall execute and be subject to a sublicensing agreement, with right terms no less protective of sublicenseLICENSOR than this AGREEMENT. 7.5 The grant of a sublicense by LICENSEE to a SUBLICENSEE shall not release LICENSEE from any obligation under this AGREEMENT. 7.6 LICENSEE shall promptly notify LICENSOR in writing of any sublicenses granted to SUBLICENSEES. 7.7 LICENSEE shall provide to LICENSOR a copy of any agreement pursuant to which a SUBLICENSE is granted promptly after the signing of such agreement. 7.8 LICENSEE shall use commercially reasonable efforts to ensure that all SUBLICENSEES comply with the terms of this AGREEMENT and shall inform LICENSOR promptly of any known violation, to: (i) makeinfringement, have madeor breach. 7.9 No failure to pay or breach of any sublicense agreement or other breach or wrongdoing by any SUBLICENSEE shall reduce or relieve any obligation of LICENSEE to LICENSOR pursuant to this AGREEMENT. 7.10 The distribution, usesale and marketing of all PRODUCTS pursuant to this AGREEMENT shall be the sole responsibility of the LICENSEE, offer for saleits agents, sellor distributors. 7.11 All equipment, lease technical assistance, and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or training in connection with the developmentconstruction, operationset-up, distribution and/or promotion operation and use of any LICENSED FACILITY shall be provided to LICENSEE and all SUBLICENSEES exclusively by LICENSOR or its subcontractors. The provision of equipment, technical assistance, and training by LICENSOR shall be carried out pursuant to the consideration, terms, and conditions to be set out in agreements between the parties relating to such matters. LICENSEE shall ensure that all SUBLICENSEES shall execute and be subject to an agreement with the LICENSOR regarding the consideration, terms, and conditions of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSORsupply of all equipment, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1technical assistance, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or training in connection with the developmentconstruction, operationset-up, distribution and/or promotion operation and use of any LICENSED FACILITY by the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestSUBLICENSEE. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensees, effective upon the Effective Date, an exclusive exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license, with right of sublicense, to: (i) make, have made, license to use, offer copy, display, perform, distribute and otherwise commercially exploit, in any manner and in any medium now known or hereinafter devised or created (including by creating or having created media in which L▇▇▇▇▇▇ Publicity Rights are embodied for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the developmentmarketing or distribution of products and services), operationthe L▇▇▇▇▇▇ Publicity Rights in connection with any and all businesses, distribution and/or promotion products or services, excluding only the Permitted Activities other than the Resale Business and other uses reserved to Licensor under Section 2.04; provided, that with respect to the Resale Business, such license shall be non-exclusive; and provided, further, after the termination or expiration of the Game. LICENSEE may sublicense Relationship Period, the rights exclusive license of the L▇▇▇▇▇▇ Publicity Rights granted herein upon written approval by LICENSOR, which to the Licensees hereunder shall not be unreasonable withheld. 2.2 Notwithstanding limited to the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease use and import products and services covered by or incorporating commercial exploitation of the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or L▇▇▇▇▇▇ Publicity Rights solely in connection with the development, operation, distribution and/or promotion Relationship Period Business that is thereafter conducted by MSLO and its Affiliates. Without limiting the generality of the Game foregoing, Licensor agrees that, as a result of the exclusive rights granted to the Licensees hereunder, Licensor shall have no right to, and Licensor shall not, directly use, copy, display, perform, distribute or otherwise commercially exploit any L▇▇▇▇▇▇ Publicity Rights, or authorize any other person to use, copy, display, perform, distribute or otherwise commercially exploit any L▇▇▇▇▇▇ Publicity Rights (i) during the Relationship Period, other than in connection with the Permitted Activities, and (ii) in connection with a specific countrybusiness that competes, directly or indirectly, with the Relationship Period Business, whether during or after the Relationship Period. LICENSOR The license granted by Licensor herein shall submit such request not extend to LICENSEE any use of the L▇▇▇▇▇▇ Publicity Rights that is illegal or libelous or that otherwise would reasonably be expected to substantially diminish the value and goodwill associated with the L▇▇▇▇▇▇ Publicity Rights; provided, that Licensees’ use of the L▇▇▇▇▇▇ Publicity Rights in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days connection with the Relationship Period Business shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In to diminish the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform value and goodwill associated with the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestL▇▇▇▇▇▇ Publicity Rights. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE (i) During the Term and through the end of the Closing Date (if the Designated Purchaser purchases the Program Assets) or until the Liquidation Date (if the Designated Purchaser does not purchase the Accounts), Company, on behalf of itself and its Affiliates, subject hereby grants to the terms Bank and conditions each Bank Affiliate a limited non-exclusive, royalty-free, fully paid up, non-assignable (except in connection with a permitted assignment of this Agreement), an exclusive non-sublicensable, worldwide licenseright and license under its Intellectual Property (other than trade names, with right of sublicenselogos, to: (itrademarks, service marks, trade dress, and internet domain names) make, have made, to use, offer reproduce, modify, create derivative works of, display (publicly or otherwise), or distribute, solely for salethe benefit of the Company Parties, sellthe Company Technology, lease Company Owned Modifications and import products the Company Program Technology to the extent necessary to comply with Bank’s obligations and services covered by or incorporating the Licensed Patents; and to exercise its rights under this Agreement. (ii) use During the Licensed Marks Term and, if the Designated Purchaser purchases the Program Assets, through the end of the Closing Date (if the Designated Purchaser purchases the Accounts) or until the Liquidation Date (if the Designated Purchaser does not purchase the Accounts), Bank, on behalf of itself and Licensed Works on or its Affiliates, hereby grants to Company and its Affiliates a limited non-exclusive, royalty-free, fully paid up, nonassignable (except in connection with a permitted assignment of this Agreement), non-sublicensable, worldwide right and license under its Intellectual Property (other than trade names, logos, trademarks, service marks, trade dress, and internet domain names) to use, reproduce, modify, create derivative works of, display (publicly or otherwise), distribute, solely for the developmentbenefit of Bank, operationBank Technology, distribution and/or promotion Bank Owned Modifications and Bank Program Technology to the extent necessary to comply with the Company Parties’ obligations and exercise its rights under this Agreement. (iii) Bank shall not use the Company Technology, and the Company Parties shall not use Bank Technology, in each case, for purposes other than as necessary to perform its obligations and exercise its rights under this Agreement, except with the written authorization of the Gameother Party. LICENSEE may sublicense The foregoing limited licenses shall expire and terminate in their entirety at the rights granted herein upon written approval by LICENSORend of the Wind Down Period (if the Designated Purchaser purchases the Program Assets) or at the Liquidation Date (if the Designated Purchaser does not purchase the Program Assets), which and each licensee Party shall return to the licensor Party (or, at the licensee Party’s option, shall destroy) the licensor Party’s Technology then in the licensee Party’s possession or control; provided that a Party shall not be unreasonable withheld. 2.2 Notwithstanding required to return or destroy any Confidential Information necessary for the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion exercise of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing rights and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as licenses set forth in this Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right11.5.2, title including the license set forth in this Section 11.5.2 and interest any rights in and jointly owned Technology. Each Party agrees to treat the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership Technology of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure other Party or its Affiliates licensed to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing such Party or its Affiliates hereunder as Confidential Information in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marksaccordance with Section 10.1.

Grant of License. 2.1 2.1. License, (a) LICENSOR hereby grants COMPANY an exclusive right and license, with the right of sublicense, to make, have made, develop , use, import, offer for sale and sell Licensed Products and practice Licensed Patents and the right to practice Licensed Technology in the Field of Use in the Licensed Territory during the term of this Agreement. (b) With respect to Licensed Know-How, LICENSOR hereby grants to LICENSEE and its AffiliatesCOMPANY, subject to the rights of third parties, an Exclusive license, with the right of sublicense, in and to Licensed Know-How to make, have made, sell, offer for sale, use, and import Licensed Products throughout the Licensed Territory in the Field of Use. For the purpose of this subsection only, “Exclusive” shall mean LICENSOR shall not grant any additional commercial licenses to any for profit third parties (except to the U.S. Government to the extent required by law) who are not current or future entities which enter into a research agreement with LICENSOR in which such Licensed Know-How is required in the performance of the contemplated research or in the practice of any resulting intellectual property; provided that subject to the caveats expressly specified in the last paragraph of Section 2. l(b) and under Section 2.3 LICENSOR shall not knowingly use, allow (to the extent such Licensed Know How is legally enforceable) and/or grant others the right the right to use, the Licensed Know-How for any technology that would infringe an issued claim of a Licensed Patent for the life of the Licensed Patent. It is expressly understood by the parties, that LICENSOR, as a matter of course actively educates students and publishes the results of research and, as such, Licensed Know-How is commonly transferred to third parties without restriction and without a formalized agreement. Option. LICENSOR hereby grants COMPANY an exclusive option to an exclusive license, subject to any pre-existing rights of third party sponsors or the U.S. Government, under terms and conditions materially similar to the terms and conditions of this Agreement, an exclusive worldwide license, with right Agreement to Improvements for a period of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating * years from the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEEEffective Date. LICENSOR agrees that nothing to disclose, within sixty (60) days of receiving a written notification thereof from an Inventor, any Improvements to COMPANY. COMPANY shall provide LICENSOR written notice of its intent to exercise its option within ninety (90) days of notification by LICENSOR and the parties shall negotiate in this Agreement good faith for a period not to exceed ninety (90) days from COMPANY’s notice unless a longer term is mutually agreed upon and which shall give LICENSOR any right, title or interest be consistent with terms granted to other companies in the Licensed Markssimilar circumstances.

Grant of License. 2.1 LICENSOR As additional consideration for the shares granted to ▇▇▇▇▇▇ under the Purchase Agreement which provides both direct and indirect benefits to Licensor, Licensor hereby grants to LICENSEE and its Affiliates, subject to the terms and conditions of this Agreement, an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to Licensee a non-exclusive license to use any and all trademarks, names, titles, logos and symbols owned by Licensor (collectively, the “Licensed Rights”). Licensor retains the right to terminate this license in its commercially reasonable good faith discretion after written notice to Licensee in the event that it determines that the license is being used in a manner inconsistent with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all rightits intended purpose of promoting golf training, title and interest in and to the Licensed Subject Mattergolf entertainment, and agrees hospitality services at Licensee’s locations, the event of non-use, or the reduction or cancellation of the contemplated services to be provided by and between Licensor and Licensee (collectively, a “Violation Notice”); provided that it will do nothing inconsistent with LICENSOR’S Licensee shall have thirty (30) day from receipt of written notice to cure the violation in such Violation Notice, or if such cure shall take longer than thirty (30) days, that such cure is commenced within the thirty (30) day period and prosecuted diligently until completion. In consideration of the Licensee entering into this Agreement and of the financial benefits to ▇▇▇▇▇▇ because of ▇▇▇▇▇▇’▇ stock ownership of Licensee, Licensor and ▇▇▇▇▇▇ agree that at all times during the Licensed Subject Matterterm in Paragraph 3 below, and agrees that all use of thereafter for the Licensed Marks by LICENSEE time period described herein below, neither Licensor nor ▇▇▇▇▇▇ shall inure to the benefit of and be directly or indirectly, for Licensor or on behalf of LICENSOR. LICENSEE agrees that nothing or in conjunction with, any other person, company, partnership, corporation, business, group, or other entity until the third anniversary after the term of this Agreement shall give LICENSEE any rightagreement, title or interest in as renewed, license the Licensed Subject MatterRights to, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all rightfor, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be or on behalf of LICENSEEa Competitor. LICENSOR agrees that nothing in For purposes of this Agreement shall give LICENSOR any rightAgreement, title “Competitor” means a person or interest entity who or which is engaged in the Licensed Marksbusiness providing golf entertainment and hospitality services, including but not limited to Top Golf, DriveShack, 1 Up Golf, Big Shots Golf, Drive, 4ORE!, The Flying Tee, and Swing Golf.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject 3.1 Subject to the terms and conditions of set forth in this Agreement, an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE Sega hereby grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to Licensee a non-exclusive license to use the Licensed Technology disclosed by Sega solely to design, develop and have manufactured (by a Licensed Manufacturer) the Licensed Products based on or otherwise derived from Licensee's Properties specified in Exhibit A, attached hereto, which Licensed Products shall be marketed, sold and distributed by Licensee only within the Licensed Territory in strict compliance with respect the provisions of this Agreement, including the Exhibits attached hereto. The license herein granted to Licensee includes the specific country right and privilege during the specific third party approved term of this Agreement to use the Licensed Trademarks identified in LICENSOR’S requestExhibit C, attached hereto, in conjunction with the Licensed Products to provide notice that the Licensed Products are designed and intended for use with the SSS. 2.3 LICENSEE acknowledges that LICENSOR owns 3.2 By its execution of this Agreement, Licensee accepts the non-exclusive license granted to it herein and agrees to abide by and comply with all right, title of the terms and interest conditions set forth in and to the Licensed Subject Matter, and this Agreement. Licensee agrees that it will do nothing inconsistent with LICENSOR’S ownership shall not directly or indirectly solicit orders from and/or sell any units of the Licensed Subject Matter, and agrees that all use Products to any person or entity outside of the Licensed Marks by LICENSEE shall inure to Territory without the benefit prior written consent of Sega, and be on behalf of LICENSOR. LICENSEE Licensee further agrees that nothing in this Agreement it shall give LICENSEE not directly or indirectly solicit orders for and/or sell any right, title or interest in units of the Licensed Subject MatterProducts in any situation where Licensee reasonably should know that such Licensed Products will be exported or resold outside of the Licensed Territory. 3.3 The license granted to Licensee in Subsection 3.1, other than above, also includes the license as non-exclusive, non-transferable sublicense to use the patents set forth in Section 2.1 aboveExhibit D (hereinafter the "Licensed Patents"), attached hereto and as may be amended by Sega during the term of this Agreement, solely in conjunction with the development, marketing, sale and distribution of Licensed Products. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest 3.4 This Agreement in and no way grants Licensee the right to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership manufacture any units of the Licensed Marks, and agrees that all use Products. The manufacture of the Licensee Marks Licensed Products involves trade secrets and technology upon which patents are pending. Accordingly, manufacture of all Licensed Products can only be accomplished by a Licensed Manufacturer. As used herein, the term "Licensed Manufacturer(s)" shall inure mean the manufacturers approved by Sega to the benefit of utilize Sega's trade secrets and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any righttechnology upon which patents are pending, title or interest in the Licensed Marksmanufacture of any units of the SSS Software Series.

Grant of License. 2.1 LICENSOR (a) Pursuant to the terms and conditions of this Agreement, Licensor hereby grants to LICENSEE Licensee the exclusive right and its Affiliateslicense, during the term of this Agreement, to use the Licensed Marks (other than the Domain Names) in the Territory solely for the offer and sale of (i) Authorized Brokerage Services and (ii) subject to Section 2.3, Authorized Ancillary Services (collectively, "Authorized Services"), and not in connection with any other product or service of any kind (including any related product or service). (b) Pursuant to the terms and conditions of this Agreement, including Section 2.3, Licensor hereby grants to Licensee the exclusive right and license to grant sublicenses, none for a term that extends beyond the then-current term of this Agreement, of the rights and licenses granted pursuant to the terms and conditions of Section 2.1(a) solely to any (i) Company Affiliate only for so long as it is a Company Affiliate, (ii) Owned Office only for so long as it is an Owned Office, (iii) Broker Affiliate of Licensee only for so long as it is a Broker Affiliate of Licensee and (iv) franchisee of Licensee or any Company Affiliate (other than any franchisee that is a Company Affiliate) that offers and sells Authorized Brokerage Services ("Franchisee") only for so long as it is a Franchisee, but in each case only for the offer and sale of Authorized Services in the Territory. For the avoidance of doubt, a Company Affiliate that has received a sublicense hereunder may in turn further sublicense the Licensed Marks to any Owned Office, Broker Affiliate or Franchisee set forth in clauses (ii), (iii) or (iv) of the preceding sentence, subject to the terms and conditions of this Agreement. (c) Pursuant to the terms and conditions of this Agreement, an including Section 2.4, Licensor hereby grants to Licensee the exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks (other than the Domain Names) in its or its Affiliates' corporate, trade or assumed name during the term of this Agreement, and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license sublicenses of such right to any (i) makeCompany Affiliate only for so long as it is a Company Affiliate, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use Owned Office only for so long as it is an Owned Office, (iii) Broker Affiliate of Licensee only for so long as it is a Broker Affiliate of Licensee and (iv) Franchisee only for so long as it is a franchisee of Licensee, but in each case only for the Licensed Marks offer and Licensed Works on or sale of Authorized Services in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestTerritory. 2.3 LICENSEE acknowledges (d) The parties acknowledge that LICENSOR owns all right, title and interest the rights of Licensor in and to the Licensed Subject MatterSIR ▇▇▇▇ in Israel are pursuant to a sublicense from Sotheby's (UK), and agrees that it will do nothing inconsistent with LICENSOR’S ownership of a Licensor Affiliate, for the Licensed Subject Matter, and agrees that all use of period from the Licensed Marks by LICENSEE shall inure Effective Date until such time as the registration for the SIR ▇▇▇▇ in Israel is transferred to an Eligible SPV pursuant to the benefit terms and conditions of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above10.9. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby 3.1 Subject to Article 3.5, UBC grants to LICENSEE the Licensee: (a) an exclusive worldwide license in the Fibroproliferative Therapy Field of Use to use and its Affiliatessublicense the Technology and any Improvements and to manufacture, subject to have made, distribute, and sell Fibroproliferative Therapy Products on the terms and conditions of set out in this Agreement, ; and (b) an exclusive worldwide license, with right license in the Immunomodulatory Therapy Field of sublicense, to: (i) makeUse to use and sublicense the Technology and any Improvements and to manufacture, have made, usedistribute, offer for saleand sell Immunomodulatory Therapy Products on the terms and conditions set out in this Agreement; 3.2 The license granted under this Agreement is granted only to the Licensee and not to any Affiliated Companies of the Licensee. 3.3 The Licensee will not cross-license the Technology or any Improvements without the prior written consent of UBC, sellwhich consent shall not be unreasonably withheld or delayed and UBC’s cost of obtaining such consent shall be borne by UBC. 3.4 To the extent that Developing World Products are developed by the Licensee, lease the Licensee agrees to use commercially reasonable efforts to commercialize the Developing World Products in a manner consistent with the Global Access Principles. 3.5 The Licensee acknowledges and import products and services covered by or incorporating the Licensed Patents; and to agrees: (iia) UBC may use the Licensed Marks Technology and Licensed Works on or the Improvements without charge in connection any manner at all for research, scholarly publication, educational and all other non-commercial uses, subject to UBC’s obligations set forth in Article 12. (b) in addition, if UBC reasonably determines that Licensee is not taking commercially reasonable steps toward making the Developing World Products available to the Developing World in a timely manner consistent with the developmentGlobal Access Principles, operation, distribution and/or promotion UBC may give Licensee written notice which must set forth a detailed statement of the Gamebasis for such determination. LICENSEE may sublicense If within 90 days of such UBC written notice (but subject to the following dispute resolution provisions if Licensee disagrees with UBC’s determination), Licensee does not commence taking commercially reasonable steps, then if UBC thereafter so elects (in writing to Licensee), the rights granted herein upon written approval by LICENSOR, which to the Licensee under this Agreement with respect to Developing World Products in the Developing World shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a become non-exclusive license to the extent needed for UBC to be able to use and sublicense the Technology and any Improvements solely for making, using and selling Developing World Products in the Developing World in a manner consistent with the Global Access Principles. Notwithstanding the foregoing, if Licensee disputes UBC’s assertion that the Licensee is not taking commercially reasonable steps toward making the Developing World Products available to the Developing World in a timely manner consistent with the Global Access Principles, such disagreement shall be resolved by a mediation under the provisions of Article 13.5 and 13.6, and if necessary Article 13.7, (with the disagreement being a “Dispute” to be resolved thereunder). If the result of the mediation under such Article 13.6 (and any judicial resolution under Article 13.7, if needed) is that Licensee has not been taking commercially reasonable steps, then Licensee has 90 days to commence taking such steps, or the above provisions under this Article 3.5(b) with respect to UBC’s rights in case such steps are not being taken shall then apply (and for clarity, the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership right of termination of the Licensed Subject MatterAgreement, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 aboveArticles 13.7 and 20.3 shall not apply in any event). 2.4 LICENSOR acknowledges 3.6 All rights and licenses granted under or pursuant to this Agreement by UBC are, and shall otherwise be deemed to be, for purposes of Section 32(6) of the Companies’ Creditors Arrangement Act (Canada) and Section 65.11(7) of the Bankruptcy and Insolvency Act (Canada), licenses of rights to use “intellectual property”. The parties agree that LICENSEE owns all rightthe Licensee, title as licensee of such rights under this Agreement, shall retain and interest in may fully exercise its rights to use the intellectual property under the Companies’ Creditors Arrangement Act and Bankruptcy and Insolvency Act (Canada). Licensee’s rights under this Article 3.6 shall only apply to the extent that Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership is not in breach or default under the terms of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR (either upon commencement of, or during, any rightsuch proceedings under the Companies’ Creditors Arrangement Act (Canada) or the Bankruptcy and Insolvency Act (Canada)), title which breach or interest default is not cured by Licensee as provided for under this Agreement. Notwithstanding the foregoing, UBC reserves all rights to terminate this Agreement in the Licensed Marksaccordance with Article 20 if Licensee breaches, fails to comply or is in default under this Agreement.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject Subject to the terms and conditions of this Agreement, Licensor grants to Licensee an exclusive worldwide license(even as to Licensor, but subject to Section 2.2), perpetual, irrevocable, non-terminable, non-sublicensable (except in accordance with right of sublicenseSection 2.4), to: non-transferable (i) makeexcept in accordance with Section 16), have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and royalty-free license to (ii) use the Licensed Marks Core Trademarks in the Territory solely to Commercialize Field Products in the Territory. Licensee shall not use any of the Licensed Core Trademarks except as expressly provided in this Agreement. Subject to the terms and Licensed Works on conditions of this Agreement, the license granted hereunder shall include the right to undertake any business activities incidental or related thereto, including the creation of ancillary promotional materials and merchandise (e.g., materials and merchandise in connection with independent operator (I/O) advertising agreements) related to the developmentField Products. 2.2 Licensee shall not use, operationor permit or direct any Person to use, distribution and/or promotion any of the GameLicensed Core Trademarks (a) as or as part of a trade name, corporate name, business name or d/b/a, or (b) with any goods or services or for any purpose, other than as permitted in this Agreement. LICENSEE may sublicense For the rights avoidance of doubt, Licensee shall not have any right or license under this Agreement to use in any respect any Core Trademark other than as expressly provided in this Agreement. 2.3 Licensee shall not have the right to grant sublicenses under the license granted herein upon to Licensee under this Agreement without Licensor’s prior written approval by LICENSORconsent, which consent shall not be unreasonable unreasonably withheld, conditioned or delayed; provided that such consent shall not be required for sublicenses to (a) Affiliates (for so long as such party remains an Affiliate of Licensee), and (b) co-packers, distributors and contract manufacturers (including with respect to ancillary promotional materials and merchandise), entered into by Licensee with such parties in the ordinary course of business, or otherwise as permitted in Section 16, provided that with respect to Section 2.3(a), such written sublicenses expressly name Licensor as a third-party beneficiary of such sublicenses, providing for Licensor the right to enforce each provision of such sublicenses, and provided that with respect to Section 2.3(b), such written sublicenses contain usual and customary conditions (including the right to terminate for uncured material breach), consistent with the terms and conditions of this Agreement. In the event of a breach by any sublicensee of any sublicense granted in accordance with Section 2.3(b) (which breach shall be deemed a breach of this Agreement), Licensor shall enforce such breach of the terms of this Agreement against Licensee directly, instead of against such sublicensee, and any dispute related thereto shall be subject to Section 18 (Dispute Resolution). In the event of a breach by any sublicensee of any sublicense granted in accordance with Section 2.3(a) (which breach shall be deemed a breach of this Agreement), Licensor may enforce such breach of the terms of this Agreement against Licensee directly, and any dispute related thereto shall be subject to Section 18 (Dispute Resolution). 2.2 2.4 Except as otherwise agreed in writing among Licensor, Licensee and Stella, neither Licensee nor Licensor shall use, or permit or direct any Person to use, the Core Trademarks in connection with Commercializing any No Use Products. 2.5 Notwithstanding anything to the licensed granted contrary set forth in Section 2.1, LICENSOR Stella may request on occasion that LICENSEE allow LICENSOR continue to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating Commercialize any Field Products bearing the Licensed Patents; or to (ii) use Core Trademarks in any country in the Licensed Marks and Licensed Works on or Territory, provided, that, Stella must cease all such activities in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license country with respect to such Field Products nine (9) months following receipt of written notice by Licensee that advises Stella that Licensee has the specific good faith intent to begin Commercializing such Field Products in such country immediately following the expiration of such nine (9) month period. Within two (2) weeks following the Effective Date, Stella shall deliver to Licensor and Licensee a list, which shall be attached hereto as Exhibit F, of those countries in the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and Territory to which Stella or any of its Affiliates Commercialize any Field Products bearing the Licensed Subject MatterCore Trademarks as of such date. Upon request from time to time by Licensor or Licensee, Stella shall provide Licensor and agrees that it will do nothing inconsistent Licensee with LICENSOR’S ownership an update of such list (which shall replace the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 abovethen-current Exhibit F). 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby grants As a supplement to LICENSEE Section 2, Grant of License, of the AGI Software License Agreement, and its Affiliates, subject to the terms and conditions of set forth in this AgreementAddendum, an exclusive worldwide licenseAGI hereby grants to You a non-transferable, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license to use Development Products that you have licensed to develop Custom Applications and to reproduce, distribute and sublicense them to End-Users (without the right to further sublicense) in the form of Custom Applications throughout the world (subject to Your obligations under Section 6, Export Control Regulations, in the Software License Agreement) subject to the following: 2.1 You shall make payments of all fees required under this Addendum in accordance with the terms of the invoice provided by AGI, and You have purchased the appropriate Runtime License for each of copy of the Custom Application that You deploy or sell to a third party. 2.2 You must give proper acknowledgement of the copyright(s) of AGI. 2.3 You shall not use Development Products to create Custom Applications that directly compete with the Software. Your license under this Addendum is solely for the creation of Custom Applications for third parties, and not for the creation of products to be sold on the market in competition with AGI’s suite of products. If you deploy Custom Applications to customize, automate, or embed Software for the purpose of selling the Custom Applications on the market, then the associated Runtime License must be purchased for each copy sold or offered for sale on the market. 2.4 Unless otherwise agreed to by the parties in writing, You shall permit the use of Custom Applications by End-Users subject to a written sublicense that, at a minimum: i. Prohibits the End-User from reverse engineering, reverse assembling, reverse compiling or translating the Software or any component thereof; ii. Prohibits the End-User from copying the Software or any component thereof, except as necessary to use the licensed copy of a the Custom Application, provided that an End-User may make a copy for back-up purposes so long as the copy is not distributed to a third party; iii. Prohibits the End-User from distributing, transferring, leasing or renting the Software or any component thereof to a third party except as a component of a Custom Application; iv. Limits the use of the Custom Application according to the associated Runtime License that has been purchased, and which Addendum identifies the identity of the sublicensee; v. Requires a Runtime License from AGI for the Custom Application; vi. Includes the statement that the End-User accepts all risks and liability arising from the installation, use and results obtained from use of the Software or any component thereof; for any purpose and for reliance on the results obtained from the use of the Software or any component thereof for any purpose; vii. Includes a disclaimer of warranty that by its terms is applicable to AGI and its suppliers and that is at least as limiting as Section 3, Disclaimer of Warranty, of the Software License Agreement; and viii. Includes a disclaimer of liability that by its terms is applicable to AGI and its suppliers and that is at least as limiting as Section 4, Limitation of Liability, of the AGI Software License Agreement. 2.5 The limitations of Section 2.3 of the Software License Agreement with respect to distribution and transfer of the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and Software shall not apply to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership extent Software is transferred and/or distributed as a component of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 abovea Custom Application. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject Subject to the terms and conditions contained herein, Licensors hereby grant Licensee, during the term of this Agreement, an exclusive worldwide license, with right of sublicense, to: (i) make, have made, and irrevocable license to use, offer for salereproduce and publicly display the Trademarks in any form, sellbut solely in connection with Licensee’s Operations in the Territory and subject to Section 2.2 below. 2.1.1 Licensors shall retain the right to use, lease and import products and services covered by directly or incorporating indirectly, the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on Trademarks or any other trademarks other than in connection with the developmentLicensee’s Operations. In this respect, operation, distribution and/or promotion of in addition to the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted exclusivity contained in Section 2.1, LICENSOR may request Licensors shall not use or license for use by any other person the Trademarks or any other trademark in the Territory in connection with activities that could be considered Confusingly Similar with Licensee’s Operations. 2.1.2 Licensors shall not be entitled to use, file and/or register at the BPTO new trademarks in the Territory to identify specifically (with the specification for) services of e-Commerce, nor use or licence such new trademarks in connection with activities that could be considered Confusingly Similar with Licensee’s Operations. The mere update of logos related to the Trademarks or any other trademarks owned by Licensors shall not be considered as a breach of the obligations established herein. 2.1.3 Without prejudice to the provisions herein, Licensee shall not be entitled to use other trademarks that could be Confusingly Similar to any of the Trademarks as used by Licensors in the Physical Stores. 2.1.4 Licensee is allowed to develop new trademarks for purposes of use in its e-Commerce activities which shall exclusively belong to Licensee. For sake of clarification, Licensee’s use of the Trademarks shall not be on occasion an exclusive basis and as such Licensee shall have the right to use other trademarks, including third party trademarks, for purposes of conducting its e-Commerce activities and Wholesale Activities. 2.1.5 Licensee agrees that LICENSEE allow LICENSOR it shall at no time adopt, use, register, purchase or otherwise acquire, without Licensors’ prior written consent, any sign, trademark or commercial name which is identical or similar to grant the Trademarks as used by Licensors in the Physical Stores. Licensee further agrees that it will not, during the term of this Agreement or thereafter, challenge (i) Licensors exclusive property rights in the Trademarks, or (ii) the validity of the Trademarks and any registrations thereof; 2.1.6 Licensors shall not delegate, pledge, encumber or otherwise transfer the Trademarks to a third party without Licensee’s prior written consent. 2.1.7 Licensors shall grant to Licensee, for no consideration, a right of use of the domain names associated with the Trademarks in a separate letter, as described in Schedule C, under the same terms and conditions mutatis mutandis as this Agreement. Such letter shall be executed by the Parties upon signature of this Agreement 2.2 Via Varejo also grants Licensee during the term of this Agreement an exclusive and irrevocable license to use, reproduce and publicly display the Trademark Ponto Frio, as described in the Schedule A, solely in connection with Wholesale Activities in the Territory. 2.3 Licensee may not assign, delegate, encumber or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the respective Licensor, except in the event such transfer is made to: 2.3.1 companies directly or indirectly Controlled by Licensee; 2.3.2 Cnova or companies Controlled by or Controlling Cnova, for Corporate and Institutional Purposes; and 2.3.3 Subcontractors or Business Partners of Licensee or its subsidiaries to the extent such transfer is necessary for the activities carried out by such persons to the benefit of Licensee or its subsidiaries. 2.4 Licensee shall not sublicense the Trademarks without prior and written consent of the respective Licensor, except in the event such sublicense is granted to: 2.4.1 companies directly or indirectly Controlled by Licensee; 2.4.2 Cnova or companies Controlled by or Controlling Cnova, for Corporate and Institutional Purposes; and 2.4.3 Subcontractors or Business Partners of Licensee or its subsidiaries to the extent such sublicense is necessary for the activities carried out by such persons to the benefit of the Licensee or its subsidiaries. 2.5 Licensee shall have a right of first refusal in case any Licensor intends to transfer the ownership of or license any of the Trademarks under the conditions set out below. 2.5.1 Each Licensor shall inform Licensee upon a three (3) month prior notice of its intent to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by transfer the Trademarks to any person or incorporating the Licensed Patents; or to (ii) use grant licenses on any of the Licensed Marks Trademarks to third parties in relation to activities outside Licensee’s Operations. Such notice shall set out the identity of the proposed purchaser or licensee and Licensed Works a complete copy of the offer. After such notice, Licensee shall have thirty (30) days to notify Licensors of its intention to exercise the right to purchase or license, as the case may be, the relevant Trademarks on or in connection the same terms and conditions as those that have been agreed with the developmentproposed transferee or licensee. If the consideration provided for in the offer is not in cash or reflects a broader transaction, operation, distribution and/or promotion the price shall be based on the value of the Game consideration as established in good faith by the Parties, provided that in case the Parties cannot reach a specific countrymutually agreeable consensus, they shall jointly appoint an independent expert with a mandate to determine the price in accordance with this Agreement pursuant to the applicable rules of valuation of the International Chamber of Commerce. LICENSOR The Licensor and the Licensee shall submit complete the transfer or licensing of the offered Trademarks at such request time and place as shall be specified in the notice of the Licensee of its intention to LICENSEE exercise its right, but in writing and LICENSEE shall endeavor to respond in writing within ten any event no later than forty-five (10) business days. Failure of LICENSEE to respond in writing within ten (1045) business days shall be deemed a denial following the giving of LICENSOR’S request. LICENSEE shall not unreasonably deny any such requestnotice. In the event that LICENSEE grants LICENSOR’S requestthe transaction resulting from the Licensee’s exercise of its right of first refusal is not consummated within the aforementioned period through the fault of the Licensee, LICENSEE agrees then the Licensor may proceed to transform consummate the transaction contemplated initially. 2.5.2 If Licensee does not exercise its right of first refusal, Licensor shall have a 60-day period from the expiry date of the above-mentioned 30-day period to complete the license granted in Section 2.1 above from an exclusive to or transfer with a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title under the same terms and interest in and conditions as those notified to Licensee. If the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership terms of the Licensed Subject Mattercontemplated license or transfer are modified or if the contemplated license or transfer is not completed within such 60-day period, and agrees that all use then Licensor shall again comply with the Licensee’s right of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license first refusal as set forth in Section 2.1 aboveClause 2.5.1. 2.4 LICENSOR acknowledges 2.5.3 Notwithstanding any rights and remedies that LICENSEE owns all rightLicensee may have under this Agreement, title in case a Licensor grants licenses on the Trademarks in relation to activities outside Licensee’s Operations or transfers the ownership of any Trademark in violation of Licensee’s right of first refusal, the contract between Licensor and interest in and the third party shall contain provisions to the Licensee Marks, and agrees extent that it the new Trademark owner or licensee will do nothing inconsistent with LICENSEE’S ownership of be required to maintain the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing Licensee’s rights set forth in this Agreement with all its existing terms and conditions. 2.5.4 To the extent Licensee does not exercise its right of refusal, Licensors may transfer the ownership of, or grant license over, the relevant Trademark(s) to third parties in accordance with the provisions of Section 2.5.2. In any event, the contract between Licensors and the third party shall give LICENSOR any rightcontain provisions to the extent that the new Trademark owner or licensee will be required to maintain the Licensee’s rights set forth in this Agreement with all its then existing terms and conditions. 2.6 Without prejudice to other rights or remedies that may be available in connection with a breach of Section 2.5, title or interest non-compliance with Section 2.5 above will subject the defaulting Party to the payment of a non-compensatory fine in the Licensed Markssame amount provided in Section 9.3 below.

Grant of License. 2.1 LICENSOR (a) Licensor hereby grants to LICENSEE Licensee an exclusive license for the right to use, under common law and under the auspices and privileges provided by the Registration, the Service M▇▇▇ in the Territory for all purposes except the Reserved Purpose, as defined in sub-paragraph (b) hereof, but including without limitation, in connection with the rendition of casino and resort hotel/lodging services and such other related uses as Licensee may, in its Affiliatessole discretion, deem necessary (the “Goods/Services”), and Licensee hereby accepts such license to use the Service M▇▇▇ during the Term (as hereinafter defined), subject to the terms and conditions provisions set forth in this Agreement. (b) Licensor agrees that during the Term of this Agreement, an exclusive worldwide license, with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by it will not use or incorporating the Licensed Patents; and grant any other license and/or sublicense to (ii) use the Licensed Marks and Licensed Works on or Service M▇▇▇ in connection with the developmentGoods/Services, operationwithout the prior written consent of Licensee which consent may be withheld in its sole and absolute discretion. Notwithstanding the foregoing, distribution and/or promotion Licensor shall have the right, in its own name, to use a variation of the Game. LICENSEE may sublicense Service M▇▇▇ (using the rights granted herein upon written approval by LICENSORword “Charlie’s” but not “Arizona”) solely as a tradename for a retail establishments (the “Establishments “) selling food and alcohol for consumption on premises where slot machines are operated (the “Reserved Purpose”), which provided that the Service M▇▇▇ shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted used in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or in connection accordance with the development, operation, distribution and/or promotion of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as standards set forth in Section 2.1 aboveParagraph 3 below. 2.4 LICENSOR acknowledges that LICENSEE owns all right(c) Licensee may without the consent of Licensor, title from time to time during the Term, in its sole and interest in absolute discretion, add one or more affiliates and/or subsidiaries as additional licensees under this Agreement (the “Additional Licensees”), provided Licensee gives notice to Licensor of the names and to identities of the Licensee MarksAdditional Licensees, and provided further than the Additional Licensees use the Service M▇▇▇ in accordance with the standards set forth in Paragraph 3 below. (d) Licensor hereby grants to Licensee an absolute right to sub-license this Service M▇▇▇ to any sub-licensee without the consent of Licensor, but Licensee agrees that it will do nothing inconsistent with LICENSEE’S ownership to notify Licensor of the Licensed Marks, names and identities of any sub-licensee and any such sub-licensee agrees that all to use of the Licensee Marks shall inure to Service M▇▇▇ in accordance with the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing standards set forth in this Agreement shall give LICENSOR any right, title or interest in the Licensed MarksParagraph 3 below.

Grant of License. 2.1 LICENSOR Licensor hereby grants to LICENSEE Licensee, and its AffiliatesLicensee hereby accepts, for so long as this Agreement shall be in effect, and subject in all events to the terms and provisions hereof, an exclusive license solely to use each Licensed Mark ▇▇ connection with the manufacture, advertising, merchandising, promotion, sale and distribution to the trade throughout the Territory of Approved Liz Merchandise. Licensee shall use each Licensed Mark ▇▇▇y in the form approved in writing by Licensor for use by Licensee and only in connection with the manufacture, advertising, merchandising, promotion, sale and distribution to the trade of Approved Liz Merchandise, subject to the limitations herein set forth. No license is granted hereunder for the use of any Licensed Mark ▇▇▇ any purpose other than as specifically set forth in this Section 2.1. Licensor reserves the right to use, and to grant to any other licensee the right to use, any Licensed Mark, ▇▇e name Liz Claiborne, and any designs, names or other items supplied by Licensor hereunder in connection with any and all products and services, other than Merchandise. 2.2 The license granted herein is strictly personal to Licensee. Neither this Agreement nor any of the rights granted to or obligations undertaken by Licensee hereunder may be transferred, assigned, pledged, sold, mortgaged, sublicensed or otherwise hypothecated or disposed of, either directly or indirectly, in whole or in part, by operation of law or otherwise (collectively, "transfer"), to any person, firm, corporation, or entity without the express prior written consent of Licensor; any attempted transfer without such consent shall be null, void, and of no force or effect. As used herein, the term "Licensee" shall include any assignee or sublicensee of Licensee so approved by Licensor as hereinabove provided. Notwithstanding the foregoing, Licensee may with the express prior written consent of Licensor employ subcontractors to produce Approved Liz Merchandise hereunder; provided, however, that (i) prior to any subcontractor undertaking any work under this Agreement, Licensee shall have advised such subcontractor of the production, quality and trademark protection requirements set forth herein as well as the Liz Standards (as hereinafter defined), and shall have obtained such subcontractor's agreement to comply with the same, and (ii) notwithstanding any express or implied approval by Licensor of any contractor, all provisions hereof pertaining to Liz Merchandise shall remain the sole and exclusive responsibility of Licensee in accordance with the terms of this Agreement such that the supervision of production of Approved Liz Merchandise shall remain under the control of Licensor, and conditions shall remain the responsibility of Licensee, in accordance with the terms of this Agreement, an exclusive worldwide licenseand all such subcontractors shall comply with the quality requirements of this Agreement. If Licensor shall at any time reasonably conclude in good faith that any subcontractor is not in compliance with the Liz Standards (as defined), Licensee shall, as soon as reasonably practicable upon notice from Licensor, specifying the alleged deficiency in reasonable detail, remedy such deficiency or cease further production of Liz Merchandise through such subcontractor. Licensee shall supply Licensor, promptly upon Licensor's written request, with right a list of sublicense, to: (i) make, have made, use, offer for sale, sell, lease subcontractors and import products and services covered suppliers employed by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or Licensee in connection with the development, operation, distribution and/or promotion of the Gameits operations hereunder. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which Licensee shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, offer for sale, sell, lease and import products and services covered by promptly cease its relationship with any such subcontractor or incorporating the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or supplier in connection with the developmentoperations hereunder upon Licensor's written request, operation, distribution and/or promotion provided that such request is based on acts of such supplier or subcontractor involving an alleged infringement or violation of any of Licensor's intellectual or proprietary rights or any of the Game Liz Standards. Licensee shall within thirty (30) days after Licensor's written request require subcontractors and suppliers to execute an agreement in a specific country. LICENSOR shall submit such request form reasonably acceptable to LICENSEE in writing Licensor and LICENSEE shall endeavor to respond in writing within ten (10) business days. Failure consistent with the terms of LICENSEE to respond in writing within ten (10) business days shall be deemed a denial of LICENSOR’S request. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S requestthis Agreement, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license including with respect to the specific country and the specific third party approved in LICENSOR’S requestquality control. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all use of the Licensed Marks by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest in the Licensed Marks.