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 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 (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 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 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 (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 (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 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 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 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. Subject to receipt of U.S. Department of Commerce and all other applicable U.S. agency approvals of this Agreement, ORBIMAGE grants to Licensee an exclusive license in the Territory (the "License") to: (a) receive, process and sell imagery of the Territory using the OrbView-3 System satellite while it is within view of the Licensee's ground receive station, (b) use the ORBIMAGE system methods, (c) use, if permitted by law, the ORBIMAGE logos, trademarks, service marks and name, in accordance with the terms and conditions set forth in this Agreement, and (d) install and use the ORBIMAGE System Software. ORBIMAGE also hereby grants to LICENSEE the Licensee priority use of the OrbView-3 System while the satellites are within effective imaging range during their orbit over the Territory. b. ORBIMAGE will command, control and task the OrbView-3 System, including all of its Affiliatessubsystems, subject to from its ground facilities located in the United States. c. The Licensee acknowledges that it must abide by the terms and conditions of the operating license granted to ORBIMAGE by the U.S. Department of Commerce as contained in Attachment A. Licensee hereby acknowledges that it has read, understands and will comply with the contents of Attachment A, including any subsequent modifications imposed by the Department of Commerce. The Licensee further acknowledges that it will not knowingly directly or indirectly sell or provide any OrbView-3 System imagery to any person other than an Authorized Customer. Violation of any of the terms of this paragraph will be sufficient cause for, at ORBIMAGE's sole option, immediate cancellation or termination of this Agreement, including the License granted hereunder. d. Except as otherwise provided in Section 3(g), the Licensee may not transfer the License to other users or operators without the prior written consent of ORBIMAGE. e. The Licensee acknowledges its responsibility to ensure that all receivers of OrbView-3 System imagery are notified and agree that they may not redistribute, sell or provide any OrbView-3 System imagery in any form to any other entity without the prior written consent of ORBIMAGE. Licensee shall strictly enforce such prohibitions against any and all receivers of OrbView-3 System imagery. f. Licensee has provided ORBIMAGE with a deposit of U.S.$ 250,000 to be applied against payment due for the Licensee Ground Facility, or if the Licensee does not award a Ground Facility contract to ORBIMAGE or MacD▇▇▇▇▇, ▇▇tt▇▇▇▇▇ ▇▇▇ Associates Ltd., against the first year payment of U.S. $ [Confidential Treatment Requested] as provided in Section 5(c). g. Licensee shall have the right to novate this agreement to 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 entity to be incorporated under 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 laws of the Game. LICENSEE may sublicense Republic of Korea in which an entity controlled by 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.Korean Government and/or

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 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 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 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 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 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 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 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 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 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 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 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 (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 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 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 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 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 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 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 (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 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 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 (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 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). 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 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 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 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, 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 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 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 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 (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 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 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 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 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 hereby grants (i) Subject to LICENSEE payment by Genomatica of the License Fees and its Affiliates, subject to Royalties specified in Article 4.1 and the other terms and conditions of this Agreement, an exclusive worldwide licenseLicensor hereby grants to Genomatica, with as of the Effective Date, the right of sublicense, to: and license to use Licensor Intellectual Property (iincluding the FEEP) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to operate within the claims of Licensor’s Patent Rights, solely to design, procure, construct, operate and maintain the PROESATM Plants and to produce […***…] at the PROESATM Plants for use in manufacturing BDO. The license granted herein is subject to Genomatica or its designee purchasing the Critical Equipment from CONTRACTOR for each licensed PROESATM Plant. The license granted herein is non-transferable and non-assignable except as provided in Article 13.13, but does include the right to grant sub-licenses on terms consistent with the terms set out herein. During the term of this Agreement, Licensor will not assert any Patent Rights licensed hereunder to prevent Genomatica or its sublicensees from selling, anywhere in the world, BDO manufactured using […***…] produced in a PROESATM Plant. The above described right and license is exclusive in the BDO Field to the extent described in Article 2.2 hereof, but is otherwise non-exclusive. (ii) No license or right is granted under this Agreement by implication or otherwise with respect to any technical information, know-how, patent application or patent except as specifically set forth herein. (iii) Except as otherwise provided herein, no right, express or implied, is granted by this License Agreement to use in any manner the Licensed Marks and Licensed Works on name “Bio-BDO®,” “PROESATM,” “Chemtex,” or “Genomatica” or any other trademark, service ▇▇▇▇, or trade name of the other Party in connection with the developmentperformance of this License Agreement. (iv) Neither Party shall be required to grant any right with respect to any patent application or granted patent or furnish information as to which it will incur financial or other liability to a third party, operation, distribution and/or promotion and no information shall be required to be furnished by either Party over governmental prohibition or objection. (v) Licensor shall periodically update the Patent Rights listed in Schedule 1.2.23 to include any Patent Rights owned or licensed by Licensor during the term of this Agreement that claim or cover all or part of the GamePROESATM Process Technology. 2.2 Licensor agrees to license the PROESATM Process Technology for the production of […***…] or any other sugars to be used in the production of BDO, and for the production of succinic acid to be converted into or otherwise used in the production of BDO, exclusively to Genomatica. LICENSEE For clarity, (i) Licensor shall not (except in connection with its activities with Genomatica pursuant to this Agreement) collaborate with, license or otherwise grant any rights to any Affiliate or Third Party to, use the PROESATM Process Technology to produce […***…] or any sugars to be used in the production of BDO, or succinic acid to be converted into or otherwise used in the production of BDO, and (ii) Licensor may sublicense freely license the rights granted herein upon written approval by LICENSORPROESATM Process Technology for succinic acid production so long as it can ensure that no BDO is produced from the resulting succinic acid. Furthermore, Licensor guarantees that, with respect to each country, Genomatica receives the […***…] for the PROESATM Process Technology for bio-based chemical production from the resulting sugars, which shall not be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1at least […***…]. At Genomatica’s request, 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 Licensor will provide reasonable documentation showing compliance with the developmentguarantee in the preceding sentence. Such exclusivity as described above will continue until March 31, operation2014 or longer as provided herein. If, distribution and/or promotion by March 31, 2014, Genomatica (either directly or indirectly through a joint venture or other designee) or a sublicensee 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 Genomatica’s rights with respect to the specific country PROESATM Process Technology, has started the construction of at least the first industrial unit (with the capacity to produce more than […***…] per year of BDO) combining PROESATM Process Technology and the specific third party approved Bioprocess and paid the first installment of the License Fee due in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all rightconnection therewith, title and interest in and the exclusivity will continue without termination. If, on the contrary, Genomatica (either directly or indirectly through a joint venture or other designee) or a sublicensee of Genomatica’s rights with respect to the Licensed Subject MatterPROESATM Process Technology has not, by the end of March, 2014, started the construction of at least the first industrial unit (with the capacity to produce more than […***…] per year of BDO) combining PROESATM Process Technology and the Bioprocess and paid the first installment of the License Fee due in connection therewith, the exclusivity will terminate and the license shall become non-exclusive. The Parties agree that at that time they will negotiate in good faith the possibility to extend the exclusivity. During the period of exclusivity, Genomatica agrees not to license from any Third Party any other Biomass pretreatment technology for use in the BDO Field. For the avoidance of doubt, it is understood that if the license becomes non-exclusive, Licensor will then be allowed to out-license the PROESATM Process Technology to succinic acid producers intending to convert succinic acid to BDO, and agrees that it Genomatica will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matter, and agrees that all then be allowed to in-license other Biomass pretreatment technologies for 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 aboveBDO Field for deployment by Genomatica or for subsequent out-licensing. 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) Quadrivium hereby grants to LICENSEE LaserSight and its AffiliatesAffiliated Companies (as defined herein) during the Term a world-wide, subject exclusive right and license to exploit the Licensed Technology in the ophthalmic field. As used herein, the term Licensed Technology shall include those patents and patent applications listed on Schedule A, and any reissues, reexaminations, divisionals, continuations, and continuations-in-part thereof and any foreign counterparts thereof and all of the PTK Technology identified on Schedule B from time to time. If subsequent to the terms and conditions Effective Date, any of Quadrivium, or its members, officers, agents or affiliates is issued a new patent or receives a license for a new patent that relates to PTK Technology (other than the Licensed Patents), Quadrivium shall notify LaserSight in writing of such patent. For a period of 90 days from such notification, LaserSight shall have the right to notify Quadrivium in writing that it intends to add such patent to the list of Licensed Patents on Schedule A hereto. If LaserSight elects to add such patent to the list of Licensed Patents, the patent will be included in the license granted under this Agreement without any additional compensation being due. Any such added patents shall be deemed to be Licensed Patents for purposes of this Agreement. (b) Upon the 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 may sublicense the rights granted herein upon written approval by LICENSOR, which Quadrivium 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 promptly disclose in writing and LICENSEE deliver to LaserSight all information it possesses relating to the Licensed Technology. (c) All past, present and future discoveries, inventions, technology, know-how, enhancements, improvements, modifications or other developments directly relating to the Licensed Technology and PTK, whether or not patented or patentable in any country, shall endeavor to respond be promptly disclosed in writing within ten (10) business days. Failure to LaserSight by Quadrivium revising Schedule B and providing a copy of LICENSEE such schedule to respond in writing within ten (10) business days LaserSight, and once such items are so disclosed, such items 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 part of the Licensed Subject MatterTechnology owned by Quadrivium and licensed by LaserSight under this Agreement. If LaserSight disagrees that items disclosed in accordance with this Section 3(c) directly relate to PTK, then such dispute shall be resolved in accordance with the dispute resolution procedures described in Section 4(b) of this Agreement. (d) Quadrivium further grants to LaserSight and agrees that all use any of its Affiliated Companies the right to sublicense the Licensed Marks by LICENSEE shall inure Technology to Users (as defined herein) under 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 exclusive license as set forth in Section 2.1 abovegranted 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 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 upon written approval by LICENSORcontrary in this Paragraph 2 or elsewhere in this Agreement, which shall not be unreasonable withheld.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 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 the Watch List Country, usein Licens▇▇'▇ na▇▇, offer for sale, sell, lease ▇▇▇ ▇▇ ▇▇▇ goods and import 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 (a) Subject to Section 8 below, Licensor hereby grants to LICENSEE Licensee a nonexclusive right and its Affiliateslicense (the "License") for the duration of the Term (as hereinafter defined) to use the following databases, subject software and informational materials, including without limitation any additions, revisions and modifications made thereto by Licensor and Licensee during the Term (collectively, the "Licensed Materials"): (i) Licensor's title database; (ii) Licensor's electronic shopping and special order software; (iii) Licensor's customer lists; and (iv) all demographic information compiled by Licensor. (b) The Licensed Materials may only be used by Licensee for purposes of conducting Licensee's Business, to sublicense the terms Licensed Materials to BOL and conditions parties operating under the BOL name solely in order to develop and maintain the links described in Article II of this Agreementthe LLC Agreement and to further sublicense the Licensed Materials as the BN Managers, an exclusive worldwide licensein their sole discretion, see fit in connection with right the operation of sublicense, tothe Business. Nothing in the License: (i) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating is intended to permit Licensee to use the Licensed PatentsMaterials for any other purpose, including without limitation the operation of retail bookstores; and to or (ii) shall be construed to broaden the areas of business in which Licensor may engage under the terms of the LLC Agreement. (c) The Licensed Materials shall be made available to Licensee at such times and in such format as the parties shall mutually agree. Licensor shall use its commercially reasonable best efforts to keep the Licensed Marks Materials current and Licensed Works on or accurate in connection with all material respects during the developmentTerm. Licensee shall have the right to make changes, operationmodifications, 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 additions 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 deletions to the Licensed Subject MatterMaterials subject to any third party license rights. If Licensee makes any additions, and agrees that revisions or modifications to the Licensed Materials, it will do nothing inconsistent with LICENSOR’S ownership shall promptly make such additions, revisions or modifications available to Licensor for its use. (d) To the extent any of the Licensed Subject MatterMaterials are provided to Licensor through any agreement with a third party, Licensor shall furnish Licensee with a copy of such agreement and Licensee agrees that all to comply with the terms thereof. Licensee further agrees to comply with any reasonable restrictions on the use of the Licensed Marks Materials established 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 aboveLicensor. 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 Licensor hereby grants to LICENSEE Licensee and its AffiliatesLicensee hereby accepts, subject to the terms and conditions hereof, and subject to Licensor’s rights under Section 3.2 an exclusive, sublicensable, license of this Agreement, an exclusive worldwide license, with right of sublicense, to: (i) the Licensor’s rights in the Patent Rights to make, have made, use, offer for sale, sell, lease offer to sell, and import products any Licensed Products in the Field of Use in the Territory during the Term. 3.2 Nothing in this Agreement shall prejudice NUS' and services covered by SHS’ right to use / practice the Patent Rights for Academic Purposes. 3.3 Licensor shall be obliged under this Agreement to render reasonable technical assistance, or incorporating support, or provide training to 60P, for purposes of using / practicing the Licensed Patents; Patent Rights granted hereunder, such assistance or support not to exceed 10 hours per month. 3.4 Licensee shall own all rights, title and interests in and to (ii) use all of Licensee’s Improvements. For clarity, neither NUS nor SHS has any rights to the Licensed Marks Licensee’s Improvements and Licensed Works on no Royalty, fee or any fees cost or expense shall be payable to NUS and/or SHS 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 shall not be unreasonable withheldLicensee’s Improvements. 2.2 Notwithstanding 3.5 Licensee agrees that all rights, title and interests in and to all Joint Improvements shall be co-owned by 60P, 60P Australia, NUS, and SHS as tenants in common in the following proportions: 60P Australia: %, 60P: %, NUS: %, SHS: % 3.6 Licensee shall be entitled to use and practice Joint Improvements and such use and practice shall be subject to the same terms and conditions as the use and practice of Patent Rights 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 under this Agreement unless terms and conditions for sale, sell, lease the use and import products practice of Joint Improvements are separately negotiated 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 agreed in writing by Licensor 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 acknowledges that LICENSOR owns 3.7 NUS hereby grants to Licensee a right of first refusal to negotiate a separate license agreement for any NUS Improvements. Ownership of all rightrights, title and interest in and to the Licensed Subject Matter, and agrees that it will do nothing inconsistent with LICENSOR’S ownership all NUS Improvements shall be determined by inventive contributions 3.8 SHS hereby grants to Licensee a right of the Licensed Subject Matter, and agrees that first refusal to negotiate a separate license agreement for any SHS Improvements. Ownership of 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 rightrights, title and interest in and to all SHS Improvements shall be determined by inventive contributions. 3.9 Subject to Sections 3.2 and 3.4 (a) Licensee hereby grants to NUS and SHS a non-exclusive, royalty-free license under all rights protecting Licensee’s Improvements to practice the same for Academic Purposes during the Term of this Agreement; and (b) Licensee Markshereby grants to NUS and SHS a non-exclusive, and agrees that it will do nothing inconsistent with LICENSEE’S ownership royalty-free license under all Licensee’s share in the rights protecting Joint Improvements to practise the same for Academic Purposes during the Term of this Agreement. 3.10 Subject always to the written consent of the Licensed MarksLicensee (a) Licensee further grants to NUS and SHS the non-exclusive, royalty-free right to sublicense the Licensee’s Improvements to other non-profit academic institutions and agrees that all use of to SHS’s Affiliates for Academic Purposes; and (b) Licensee further grants to NUS and SHS the Licensee Marks shall inure non-exclusive, royalty-free right to sublicense the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR any right, title or interest Licensee’s share in the Licensed MarksJoint Improvements to other non-profit academic institutions and to SHS’s Affiliates for Academic Purposes.

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject to Upon the terms and conditions of this Agreementhereinafter set forth, an exclusive worldwide license, with right of sublicense, to: (ia) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and U.S. Licensor grants to (ii) Licensee a license to use the Licensed Marks and Licensed Works on or Trademarks in connection with the development, operation, distribution and/or promotion Exploitation of Licensed Products in 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 United States and(b) International Licensor grants to grant a third party Licensee 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 Trademarks in connection with the development, operation, distribution and/or promotion Exploitation of Licensed Products in (i) the remainder of North America outside the United States and (ii) the rest of the Game world subject to agreement with Licensee on an International Plan for the first Contract Year as provided in a specific country. LICENSOR shall submit section 11.1 hereof and, further, subject to agreement with Licensee, no later than the last date by which International Licensor may object to 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 International Plan as originally submitted or as revised, on International Minimum Sales which such agreement shall be deemed evidenced by International Licensor and Licensee causing such International Minimum Sales as agreed upon to be set forth on and executing a denial schedule which shall be annexed hereto in the form of LICENSOR’S requestSchedule D annexed hereto. LICENSEE The licenses granted hereunder shall be exclusive to Licensee. 2.2 Licensee shall not unreasonably deny any such request. In use other marks, including without limitation, trademarks, trade names, sub-brands, line names, collection names, model names, designs, logos or endorsements (hereinafter referred to as "Authorized Marks") in connection with the event that LICENSEE grants LICENSOR’S requestExploitation of the Licensed Products, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a non-exclusive license with respect except as specifically authorized by Licensor pursuant to the specific country and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE terms of this Agreement. Licensee acknowledges that LICENSOR owns Licensor is and at all times shall be the owner of all right, title title, and interest in and to the Licensed Subject Matter, such Authorized Marks 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 thereof shall inure to the benefit of and be on behalf of LICENSORLicensor. LICENSEE agrees that nothing in this Agreement shall give LICENSEE To the extent 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 rights in and to the Licensee such Authorized Marks, or with respect to any materials used in the Exploitation of the Licensed Products, including without limitation, copy, artwork, and photographs, are deemed to accrue to Licensee pursuant to this Agreement or otherwise, Licensee hereby assigns any and all such rights, at such time as they may be deemed to accrue, to Licensor. Licensee agrees that it will do nothing inconsistent with LICENSEE’S ownership of the Licensed Marks, execute and agrees that all use of the Licensee Marks shall inure deliver to the benefit of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement shall give LICENSOR Licensor any right, title or interest in the Licensed Marks6 7 documents reasonably requested by Licensor necessary to effect any such assignment.

Grant of License. 2.1 3.01 LICENSOR hereby grants to LICENSEE, and LICENSEE and its Affiliates, subject to the terms and conditions of this Agreementaccepts, an exclusive worldwide worldwide, royalty free, irrevocable, license, with right of sublicenseunder the Licensed Patent Rights and Licensed Know-How, to: (i) to make, have made, use, lease, market, promote, offer for sale, to sell, lease sell and import products and services covered by or incorporating solely for use within 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 GameField. LICENSEE may sublicense grant sublicenses, and its sublicensees may grant sublicenses, under this Section 3.01 upon prior written notice to LICENSOR and the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheldsublicensees acknowledgement of the terms of this Agreement. 2.2 Notwithstanding 3.02 LICENSOR hereby grants to LICENSEE, and LICENSEE accepts, an exclusive, worldwide, royalty free, sublicense under the licensed granted in Section 2.1Bakhir License, LICENSOR may request on occasion that LICENSEE allow LICENSOR to grant a third party a license to (i) make, have made, use, lease, market, promote, offer for sale, to sell, lease sell and import products and services covered by or incorporating solely for use within the Licensed Patents; or Field. The license granted in this Section 3.02 shall be irrevocable by LICENSOR, but subject to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion rights of the Game licensor under the Bakhir License Agreement to terminate the Bakhir License Agreement in a specific countryaccordance with its terms. Notwithstanding anything to the contrary, LICENSOR shall submit such request take no action to LICENSEE in writing and LICENSEE terminate the Bakhir License Agreement pursuant to Article III thereof, nor shall endeavor it knowingly take any action or fail to respond in writing within ten (10) business days. Failure take any necessary action which act or failure to act would give rise to a right of LICENSEE the licensor under the Bakhir License Agreement to respond in writing within ten (10) business days shall be deemed a denial terminate the Bakhir License Agreement pursuant to the terms of LICENSOR’S request. LICENSEE shall not unreasonably deny any such requestArticle III thereof. In the event that LICENSEE grants LICENSOR receives notice under the Bakhir License Agreement alleging a material breach or default of any of LICENSOR’S request’s obligations thereunder, LICENSOR shall promptly, and in no event later than 3 days thereafter, give written notice thereof to LICENSEE. LICENSEE agrees to transform be bound by Articles IV and VI of the license Bakhir License Agreement, and by signature hereto agrees to use commercially reasonable efforts to practice the invention disclosed and claimed in US Patent [*] to maintain the sublicense. LICENSEE may grant sublicenses, and its sublicensees may grant sublicenses, under this Section 3.02 upon prior written notice to LICENSOR and to Vitold Makhailovich Bakhir (at the address indicated in the Bakhir License) and the sublicensees acknowledgement of the terms of this Agreement and agreement to be bound by Article IV and VI of the Bakhir License Agreement and Article 4 of this Agreement to the same extent as LICENSEE. 3.03 The licenses granted in Section 2.1 above from an this Article 3 are exclusive even as 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 , meaning that LICENSOR owns all right, title and interest in and to shall not itself practice 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 Intellectual Property in the Licensed Subject Matter, other than the license as set forth in Section 2.1 aboveField. 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 T&B hereby grants to LICENSEE LEA, and its AffiliatesLEA hereby accepts from T&B, subject during the Term, the sole and exclusive worldwide right and license in and to the terms Licensed Intellectual Property, which right and conditions of this Agreement, an exclusive worldwide license, with right of sublicense, to: license shall be limited to that which is necessary for LEA to (i) make, have made, use, offer for sale, sell, lease develop and import products create Educational Materials and services covered by or incorporating the Licensed Patents; and to (ii) use develop, promote and conduct the Business worldwide , unless the license is earlier terminated as provided herein. 2.2 LEA has the right to modify the Licensed Marks Intellectual Property and Licensed to create derivative works (the “Derivative Works”); provided that such Derivative Works on or may be used, copied, distributed, performed and/or displayed only in connection with the development, operation, distribution and/or promotion of Business; and provided further that LEA will not distribute Products embodying 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 Derivative Works other than to grant a third party a license to (i) make, have made, use, offer end users for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; or to (ii) personal use the Licensed Marks and Licensed Works on or only in connection with the developmentBusiness, operationand not for sale, distribution and/or promotion or re-licensing by such end users. For the avoidance of doubt, T&B shall remain 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 owner 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, Derivative Works from inception. 2.3 T&B and agrees that it will do nothing inconsistent with LICENSOR’S ownership LEA shall promptly notify one another in writing of any alleged infringement of the Licensed Subject MatterIntellectual Property by a third party. Within fifteen (15) days of the receipt of such notice or such other period as may be agreed to by the parties, T&B and agrees that all use LEA shall meet and confer to formulate a strategy for resolving the alleged infringement. T&B and LEA (to the extent permitted by law) each shall have the right to institute an action against such third party based upon such infringement 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 aboveIntellectual Property. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to Should either T&B or LEA commence a suit under the Licensee Marksprovisions of this Section 15, and agrees that thereafter elect to abandon the same, it will do nothing inconsistent with LICENSEE’S ownership shall give timely notice of the other party who may, if it so desires, continue to prosecute such suit. 2.5 T&B and LEA shall cooperate in any legal proceeding concerning an alleged infringement of the Licensed MarksIntellectual Property. Each party shall, to the fullest extent reasonable, make its employees, records, and agrees that all use of the Licensee Marks shall inure information available 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 other party as relevant to the Licensed Markslegal process.

Grant of License. 2.1 LICENSOR 3.1. ISI, at the request of LICENSEE, hereby grants to LICENSEE a personal, non-transferable, and nonexclusive license to use SOURCE CODE pursuant to the terms hereunder. 3.2. LICENSEE may make no more than one copy of SOURCE CODE for backup purposes only. 3.3. LICENSEE may not remove any copyright or other intellectual property, marks or legends contained in the copy of the SOURCE CODE delivered to LICENSEE by ISI. LICENSEE shall replicate in and on all copies of SOURCE CODE, whether modified, extended or abstracted, any copyright or other intellectual property rights marks or legends which are contained in or appear on the original copy of SOURCE CODE delivered to LICENSEE by ISI. 3.4. LICENSEE shall at all times keep all its Affiliatescopies of SOURCE CODE at LICENSEE'S Corporate site location specifically designated hereunder: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Any use or storage of copies of SOURCE CODE at any other location is expressly prohibited, unless prior written permission has been granted by ISI. LICENSEE hereby assures ISI that it shall, to the best of its ability and by whatever reasonable means necessary, prevent removal of SOURCE CODE from the above location. 3.5. LICENSEE may use SOURCE CODE for internal reference, maintenance and support purposes only. LICENSEE shall not modify SOURCE CODE without prior written consent of ISI, which consent shall not be unreasonably withheld. 3.6. LICENSEE agrees that it shall not sell, license, sub-license, lease, transfer or otherwise make available SOURCE CODE to any other party, whether or not SOURCE CODE has been modified, extended or abstracted, in any form or on any medium, printed, magnetic, photographic or otherwise. 3.7. LICENSEE agrees that any object, that is directly machine executable, code derived or produced from SOURCE CODE (hereinafter "Derivative Works"), whether or not SOURCE CODE has been modified, extended or abstracted, shall be construed as the same as LICENSED SOFTWARE, which use by LICENSEE shall be governed by 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 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 abovethe Main Agreement. 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 Subject to GCOR's compliance with the terms and conditions of this Agreement, for a period of eighteen (18) months from the Effective Date (the "Initial Grant Period") PPT hereby grants to LICENSEE GCOR a worldwide, royalty-bearing (in accordance with Article III below), exclusive (except as to pre-existing rights to license granted within the Field as specified in Exhibit 2.1 attached hereto) and sublicenseable (in accordance with Section 2.2 below) right and license to practice the Licensed Patents and Licensed Know-How to make, have made, use, promote, market, distribute, import and sell Licensed Products within the Field. Provided further that: (a) Upon expiration of the Initial Grant Period for the remainder of the term of this Agreement, GCOR's exclusive license will automatically convert to a worldwide, royalty-bearing (in accordance with Article III below), exclusive and sublicenseable (in accordance with Section 2.2 below) right and license to practice the Licensed Patents and Licensed Know-How to make, have made, use, promote, market, distribute, import and sell Licensed Products within the Application Fields and, beginning on the date of addition to the license in accordance with Section 2.1(b), any Additional Application Fields added at any time during the term of this Agreement, subject to the provisions of Section 3.2 and Article V of this Agreement. (b) At any time during the term of this Agreement GCOR shall have the option to expand the Application Fields to include Additional Application Fields (the "Option"). To exercise its AffiliatesOption GCOR shall provide PPT written notice of its intent to initiate, either on its own or with a third party, a program for the development of Licensed Product in a specified Additional Application Field. GCOR shall not have the right to exercise such Option without the prior written approval of PPT, which approval shall not be untimely or unreasonably withheld. Upon such approval by PPT, the specified Additional Application Field shall be included within GCOR's exclusive license. Should GCOR fail to initiate a development program within the specified Additional Application Field within twelve (12) months from approval by PPT, GCOR's right and license to said Additional Application Field shall lapse. (c) Furthermore, during the term of this Agreement PPT hereby grants GCOR a right of first refusal for the development, manufacture, use and sale of product(s) developed using the Licensed Rights for any use within the Field and outside the Application Field(s) and any approved Additional Application Field(s) included within GCOR's exclusive license pursuant to Section 2.1(b). Subject to GCOR's right of first refusal, in the event PPT identifies a product opportunity for development within the Field and outside the Application Fields(s) and any approved Additional Application Field(s), PPT shall prior to initiating such development itself or with a third party through a license, collaboration or otherwise provide GCOR the opportunity to develop the product. PPT shall do so by providing GCOR with a written offer that shall include, at a minimum a description of the proposed product and applications and such other information as may be reasonably available and may be necessary for GCOR to evaluate such product opportunity. GCOR shall accept or decline the offer within forty-five (45) days of its receipt of the offer. If GCOR accepts the offer the product and application field shall become subject to the terms and conditions of this Agreement. Likewise, an exclusive worldwide license, with subject to GCOR's right of sublicensefirst refusal, to: if a third party should approach PPT requesting a license or collaboration to develop a product within the Field and outside the Application Field(s) and any approved Additional Application Field(s), PPT shall provide GCOR with a written offer that shall include at a minimum, (i) make, have made, use, offer for sale, sell, lease a description of the proposed product and import products and services covered by or incorporating the Licensed Patentsapplication; and to (ii) the proposed license or collaboration structure with respect to such product and applications; and (iii) any other applicable material terms or conditions. GCOR shall accept or decline the offer within forty-five (45) calendar days after receipt of such offer. A failure to respond shall be a decline of the offer. 2.2 GCOR shall have the right to sublicense its exclusive right and license to practice the Licensed Patents and Licensed Know-How except to the extent such relate to gene construction and polymer production technology without PPT's prior approval. GCOR shall also have the right to sublicense or otherwise transfer its exclusive right and license to practice the Licensed Patents and Licensed Know-How related to gene construction and polymer production technology to third parties as necessary for the commercialization of Licensed Products subject to PPT's approval which approval shall not be unreasonably withheld. GCOR shall be responsible for compliance by sublicensees with the terms and provisions of this Agreement. 2.3 PPT retains all rights to the Licensed Rights not expressly granted to GCOR pursuant to this Agreement. Subject only to the rights granted to GCOR pursuant to this Agreement, title to the Licensed Rights shall at all times after the initial grant paeriod remain with PPT. Subject to GCOR's Option and right of first refusal pursuant to Section 2.1(b) and (c) respectively, PPT shall at all times have the right to freely use the Licensed Marks Rights outside of the Application Field or Additional Application Fields, as applicable. In addition, PPT, in its sole discretion, shall have the right to use or license the Licensed Rights to any third parties for uses in the Health Care Field. Periodically and Licensed Works on or in connection at least one time per year the parties will meet and discuss their respective efforts with the developmentLicensed Rights including any modifications, 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 enhancements 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 improvements to the Licensed Subject Matter, and agrees Rights ("Improvements") which have been made by either party. To the extent 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 GCOR makes any Improvements which may be on behalf of LICENSOR. LICENSEE agrees that nothing in this Agreement shall give LICENSEE any right, title or interest useful in the Licensed Subject MatterHealth Care Field, other than the license as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title parties will discuss and interest in and agree on how 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 commercialize such Improvements in the Licensed MarksHealth Care Field.

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 hereby a. LI grants to LICENSEE and its AffiliatesAuthorized Affiliates of LICENSEE, subject to for the terms and conditions term of this Agreement, an the sole and exclusive worldwide license, with right license to use any 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; Marks in the Territory in connection with goods or services within the Licensed Fields, provided that such use shall be fully in accordance with Schedules D and E hereto and the rest of the terms of this Agreement. Use of Licensed Marks hereunder by Authorized Affiliates of LICENSEE shall constitute use by LICENSEE for all purposes under this Agreement. Neither LICENSEE nor any Authorized Affiliate of LICENSEE shall have any right to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion of the GameNewborn Channel or with any other product which is not a Licensed Product. ▇. 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 retain any rights to grant a third party a use or 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 in connection with any goods or services within the Licensed Field anywhere in the Territory, except as expressly set forth on Schedule C hereto or Schedule G hereto, or as expressly provided in paragraph 3b below. Nor shall LI itself use in the Licensed Field, or license others to use in the Licensed Field, the LAMAZE ▇▇▇▇ or any ▇▇▇▇ containing LAMAZE, except as expressly set forth in Schedule C or Schedule G hereto, or as allowed by paragraph 3b below. In no event shall LI develop, produce, sell or otherwise distribute a publication competitive with any of the Licensed Products, except as allowed by paragraph 3b below. c. LICENSEE shall inure also have the right to grant sublicenses to third parties under the benefit Licensed Marks in connection with Joint Ventures so long as such Joint Venturers agree to be bound by each of and be on behalf the non-monetary terms of LICENSORthis Agreement. LICENSEE agrees that nothing shall have sole and exclusive discretion in setting any royalty or other fees in any sublicenses, so long as LICENSEE renders payment directly to LI in accordance with the royalty rates and other payment provisions set forth in this Agreement, (said royalties to be based upon "Net Sales," but substituting "sublicensee" for "LICENSEE" in the definition of the Net Sales for such purpose). Except as otherwise provided in this paragraph 3c., LICENSEE may not grant sublicenses to others under the Licensed Marks without the prior written consent of LI, which consent shall not be unreasonably withheld. Breach by a sublicensee of its agreement to be bound by the non-monetary terms of this Agreement shall give constitute breach by LICENSEE any right, title or interest in the Licensed Subject Matter, other than the license as set forth in Section 2.1 abovehereunder. 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 (i) Durect is the sole and exclusive owner of the entire right, title and interest in the Durect Technology in existence on the Effective Date, and has the right to grant to Hospira the rights specified herein. The Product Patent Rights and the SABER™ Patent Rights constitute all of the Patents Controlled by Durect and its Affiliates or licensed to Durect or its Affiliates as of the Effective Date that would be infringed by the Exploitation of a Licensed Product in the Field in the Territory. The Product Know-How constitutes all the Know-How Controlled by Durect and its Affiliates or licensed to Durect or its Affiliates that would be infringed by the Exploitation of a Licensed Product in the Field in the Territory. All fees required to maintain issued and pending Patent Rights have been paid to date; (ii) prior to the Effective Date, Durect has delivered to Hospira a true, correct and complete copy of the Nycomed Agreement, with all redactions expressly noted; other than the Nycomed Agreement, Durect has not entered into any license or similar grant of rights between Durect, on the one hand, and a Third Party, on the other hand, pursuant to which Durect grants to LICENSEE any such Third Party a license or other rights with respect to the Product Patent Rights or Product Know-How in each case for Exploitation of a Licensed Product; furthermore, Durect has not entered into any agreement with any Third Party pursuant to which it grants a license or other rights with respect to the Durect Technology for Exploitation of a Licensed Product in the Field in the Territory; (iii) except for Nycomed’s consent to the sublicense by Durect to Hospira of the right to use the OPTESIA™ ▇▇▇▇ under Section 3.6(b), no provision of the Nycomed Agreement or any other agreement between Durect and any other Third Party (i) requires the consent of any Third Party (including Nycomed) in order for Durect to grant to Hospira, or Hospira, in turn to grant to its Affiliates, subject (ii) precludes Durect from granting to Hospira, or Hospira in turn from granting to its Affiliates or sublicensees, in each case ((i) and (ii)), a license or a sublicense under the rights granted to Hospira with respect to the Exploitation of a Licensed Product in accordance with the terms and conditions of this Confidential treatment has been sought for portions of this Agreement. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 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 in each case in the Licensed Patents; and to (ii) use Field in 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 PatentsTerritory; or to (iiiii) 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 Third Party (including Nycomed) the right to the specific country and the specific third party approved prevent Hospira from engaging in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the any Clinical Trials for a 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 Product in the Licensed Subject Matter, other than Field in the license as Territory or to require Durect to exercise its right set forth in the first sentence of 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.5.4;

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 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 (a) Subject to the License and Supply Agreement, including, without limitation, Ares' right under Section 2(h) thereof to Promote the Product to the Non-Fertility Specialist Market in the United States to the extent that such Promotional activities are incidental to its Promotional efforts to the Fertility Specialist Market, Serono hereby grants to LICENSEE Columbia, and its AffiliatesColumbia accepts from Serono, subject to on the terms and conditions of this Agreementstated herein, an the exclusive worldwide right and license, with the 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 above2(b), under the Patents and Technology to (i) Promote the Product in the United States to the Non-Fertility Specialist Market as permitted under applicable law [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. and (ii) sell the Product in the United States for any indication or indications permitted under applicable law. 2.4 LICENSOR acknowledges that LICENSEE owns all right(b) Columbia shall have the right to sublicense its rights under Section 2(a) to Columbia's Affiliates and, title and interest in and pursuant to Section 2(c), to third parties. Each sublicense granted by Columbia pursuant to the Licensee Marks, terms of this Agreement shall be in writing and agrees that it will do nothing inconsistent with LICENSEE’S ownership shall include provisions restricting the Promotional and sales activities of the Licensed Marks, and agrees that all use of the Licensee Marks shall inure such sublicensee to the benefit same extent Columbia is restricted under this Agreement and granting Serono and Ares third-party beneficiary status under the sublicense. Columbia shall notify Serono and Ares of any default of such sublicense and shall be liable to Serono and Ares for any action or inaction of such sublicensees that would violate this Agreement as if the action or inaction were that of Columbia directly. (c) Columbia may employ a contract sales force or other third party for the purpose of Promoting the Product on behalf of LICENSEE. LICENSOR agrees Columbia in accordance with this Agreement, provided that nothing in such sales force or other third party does not promote any product that competes with infertility products offered by Serono at the time Columbia establishes the relationship with such contract sales force or other third party. (d) Columbia shall not seek to register or permit any third party to register the Product outside of the United Sates for sale, and will not permit any third party to resell the Product sold by Columbia under this Agreement outside of the United States. (e) Neither Ares nor Serono shall give LICENSOR grant to any rightAffiliates, title licensees, sublicensees, or interest any third party any rights and/or licenses granted to Columbia herein. Ares retains all rights under the Patents and Technology in the Licensed MarksTerritory granted to it under the License and Supply Agreement and not granted by Serono to Columbia hereunder, including, without limitation, the right under the Patents and Technology while the License and Supply Agreement is in effect to (i) Promote the Product to the Fertility Specialist Market, and (ii) sell the Product.

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 (.25%) 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 1.1 Licensor hereby grants to LICENSEE Licensee, and its AffiliatesLicensee hereby accepts, a non- exclusive, personal license to use the Kindness IP in the territory and products as provided on Exhibit A and subject to the terms and conditions limitations set forth in this Agreement for a yearly license fee of two hundred dollars ($200.00) ("License Fees"). Upon execution of this Agreement, Licensor will provide Licensee with an exclusive worldwide licenseinvoice for the License Fees. The grant of license will not begin until the receipt of the License Fees by Licensor. Notwithstanding anything to the contrary herein Licensee will have no rights under this Agreement until this Agreement has been duly executed by both Licensee and Licensor. 1.2 All licenses granted herein shall be non-transferable and non-assignable without the prior written consent of Licensor. 1.3 If Licensee fails to pay any undisputed amount due and payable to Licensor as and when due, Licensee shall reimburse Licensor immediately on demand for all fees and expenses incurred by Licensor in connection with its efforts to collect such amounts, including all attorneys’ and collection agency fees. Licensor also reserves the right of to terminate this Agreement in any circumstance that Licensee has failed to pay any amount due and payable to Licensor that is more than thirty (30) days past due and where Licensor has spent commercially reasonable efforts to contact the Licensee regarding the outstanding balance. 1.4 Licensee shall not make any modifications to the Kindness IP. Licensee may request and suggest revisions to Licensor, which Licensor may reject or approve at Licensor’s sole discretion. No modifications are approved unless Licensor provides express written approval to Licensee. 1.5 Except as expressly permitted by this Agreement or by Licensor in writing (which permission, if granted, shall be for the specific instance and shall not apply to any other instance or be transferable), Licensee shall not, and shall not permit any person to: a. Sell, assign, sublicense, tolease, pledge or otherwise transfer or encumber or attempt to transfer or encumber the Kindness IP or any portion(s) thereof, other than in accordance with this Agreement; b. Remove, obliterate, conceal or modify any copyright, trademark, patent or other proprietary rights notices, or any client disclaimers or other disclosures intended from any product containing the Kindness IP; c. Take any action: (i) makethat could result in a willful infringement upon or violation or misappropriation of, 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 to contest, 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 (iii) 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 could otherwise cause harm to the specific country and Kindness IP; d. Use the specific third party approved Kindness IP or any portion(s) thereof in LICENSOR’S request. 2.3 LICENSEE acknowledges any manner or for any purpose 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 is not specifically permitted in this Agreement shall give LICENSEE or that is specifically prohibited by this Agreement; e. Upload or otherwise provide the Kindness IP to any rightprint-on-demand or any online stores such as CafePress, title or interest in the Licensed Subject MatterZazzle, 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 MarksEtsy, 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 MarksAmazon.

Grant of License. 2.1 LICENSOR 3.1 Licensors hereby grants grant to LICENSEE Licensee, and its AffiliatesLicensee accepts, subject to the terms and conditions hereof, and subject to Licensors’ rights under Section 3.2 and retained governmental rights, including rights retained by the United States Government, if any, in accordance with the ▇▇▇▇-▇▇▇▇ Act of this Agreement1980 (established by P.L. 96-517 and amended by P.L. 98-620, codified at 25USC § 200 et. seq. and implemented according to 37 CFR Part 401), an exclusive exclusive, royalty-bearing worldwide license, license with right of sublicense, to: (i) rights to grant and authorize Sub-licensees to 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 sale and import products Licensed Products and services covered by or incorporating otherwise exploit the Licensed Patents; or to (ii) use Patent Rights in the Licensed Marks and Licensed Works on or in connection with Field of Use during 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 requestTerm. 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 3.2 Nothing in this Agreement shall give LICENSEE prejudice Licensors’ right to practice itself, and to allow non-profit academic third parties to practice, the Patent Rights for Academic Purposes. 3.3 Licensors shall not be obliged under this Agreement to render any righttechnical assistance, or support, or provide training to Licensee, for purposes of practicing any Patent Rights granted hereunder. 3.4 Licensee shall own all rights, title and interests in and to all of Licensee Improvements and may use the Licensee Improvements at its sole discretion. For clarity, improvements, inventions and other intellectual property generated by ▇▇▇▇▇ ▇▇▇▇▇▇▇, alone or interest in collaboration with other employees or contractors of Licensee, shall be Licensee Improvements or otherwise solely owned by Licensee (as between the Licensed Subject MatterParties), if generated by ▇▇▇▇▇ ▇▇▇▇▇▇▇ acting in his capacity as a consultant for Licensee and without the use of any material resources of Licensors. 3.5 Licensee and NUS shall each [***] disclose to each other than any Joint Improvements developed or created. NUS and Licensee (to the license extent Licensee becomes aware of any NUS Improvement) shall [***] disclose to each other any NUS Improvements developed or created. 3.6 NUS hereby grants to Licensee, subject to the same terms and conditions as the practice of Patent Rights under this Agreement as set forth in Section 2.1 above3.1 [***], including but not limited to a clause substantially similar to Section 3.2 above in respect of Licensors’ right to practice for Academic Purposes: (a) an exclusive license to NUS Improvements that are dominated by the claims of the Patent Rights licensed under this Agreement; (b) an exclusive license, limited to use [***], to NUS Improvements that are not dominated by the claims of the Patent Rights licensed under this Agreement, but that relate to [***], and that are invented, and/or are disclosed in the first patent application claiming the same that is filed, [***]. For clarity, the exclusive license under this Section 3.6(b) includes technology arising from research performed solely in the laboratory of ▇▇▇▇▇ ▇▇▇▇▇▇▇ that falls outside the scope of the Patent Rights but relates to [***], and is invented or filed [***]; and (c) An exclusive license, limited to use in connection with natural killer cells, to compositions comprising [***] that were developed, [***], solely in the laboratory of ▇▇▇▇▇ ▇▇▇▇▇▇▇; (d) An exclusive license, limited to use in connection with natural killer cells, to compositions comprising [***] that were developed, [***], solely in the laboratory of ▇▇▇▇▇ ▇▇▇▇▇▇▇. The licenses to the compositions described in Section 3.6(c) and (d) above (collectively, “Additional NUS Compositions”) include [***] Additional NUS Compositions. Further, the licenses to a NUS Improvement and/or such Additional NUS Composition, as applicable, in this Section 3.6 includes a license under all Other Patent Rights claiming or disclosing the same. For the purposes of this Section 3.6 and Section 3.7, inventions that relate to or comprise [***] disclosed in the Patent Rights shall be deemed to be dominated by the claims of the Patent Rights. For purposes of the preceding sentence, “functional equivalence” shall mean [***]. 2.4 LICENSOR acknowledges 3.7 NUS hereby grant to Licensee an option to negotiate in good faith for an exclusive license to NUS Improvements that LICENSEE owns are not dominated by the claims of the Patent Rights exclusively licensed under this Agreement, but that relate to [***]; and that are invented, or are disclosed in the first patent application claiming the same that is filed, [***], together with any Other Patent Rights claiming or disclosing such NUS Improvements (“Improvement Option”). The Improvement Option shall be exercisable for a period of [***], unless extended by the mutual written agreement of the Parties, from the date on which such NUS Improvements are disclosed to Licensee by NUS (“Improvement Option Period”). NUS shall provide to Licensee a copy of each invention disclosure received by NUS’ Industry Liaison Office disclosing a NUS Improvement that is subject to Licensee’s Improvement Option, and in any event shall provide each such invention disclosure to Licensee [***] and prior to the time of [***]. Upon Licensee’s exercise of its NUS Option, NUS and Licensee will negotiate in good faith in an attempt to reach a license agreement which shall be subject to the same terms and conditions as the practice of Patent Rights under this Agreement, including but not limited to a clause substantially similar to Section 3.2 above in respect of Licensors’ right to practice for Academic Purpose, but on [***], the negotiation period not to exceed [***], unless extended by the mutual written agreement of the Parties, from the date that Licensee exercises its Improvement Option (“Improvement Option Negotiation Period”). NUS and Licensee agree that if Licensee does not exercise its Improvement Option [***], the Improvement Option (for such NUS Improvement only) shall be deemed to have lapsed. NUS and Licensee further agree that if Licensee exercises its Improvement Option within the Improvement Option Period but [***], NUS and Licensee fail to conclude and execute a binding written license agreement [***], the Improvement Option (for such NUS Improvement only) shall be deemed [***]; provided, however, that [***]. The provisions of this Section 3.7 shall also apply, mutatis mutandis, to NUS’s rights under any Joint Improvements (and any Other Patent Rights claiming or disclosing the same), to the extent not already licensed exclusively to Licensee pursuant to Section 3.8 below. 3.8 Licensee and NUS agree that all rightrights, title and interests in and to all Joint Improvements shall be co-owned by NUS and Licensee as tenants in common in equal, undivided shares. NUS hereby grants an exclusive license to Licensee to NUS’s rights, title and interest and joint share in and any such Joint Improvements that are invented and/or disclosed in a patent application having an earliest priority date within [***], together with any Other Patent Rights claiming or disclosing the same, subject to the Licensee Markssame terms and conditions as the practice of Patent Rights under this Agreement as set forth in Section 3.1, and agrees that it will do nothing inconsistent with LICENSEE’S ownership including but not limited to a clause substantially similar to Section 3.2 above in respect of the Licensed Markspractice of Joint Improvements for Academic Purposes, 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 The Licensor grants an exclusive license to LICENSEE and its Affiliatesthe Licensee for an annual fee not to exceed $1.00 payable by the Licensee to the Licensor. The Licensor grants this licence from August 8, 2000 for an indefinite term (the "Ten-n"), but subject to termination as provided for herein, to use the terms Marks in Canada and conditions the United States, in relation to the Licensee's business of manufacture and sale of childrens' toys, games, clothing, furniture, books, puzzles, computer games, animation film or videos, television programs and radio programs (the "Wares and Services") in accordance with such standards, specifications and quality of all products or services sold or delivered in association with the Marks (the "Standards") which the Licensor may direct from time to time. The license granted will also include the rights of the Licensor arising under the Applications. The Licensee acknowledges that the Licensor has direct control over the character and quality of the Wares and Services by virtue of the license granted hereunder. 1.3 The Licensee agrees not to use the Marks or any rights conferred to under this agreement, in association with any computer or computer software related business, whether directly or indirectly, which is competitive to a product or service sold or distributed by the Licensor. 1.4 The Licensee agrees that during the Term of this Agreementlicense it will: (a) maintain the Standards as advised by the Licensor of them and will make no changes to them without the express approval of the Licensor; (b) comply with all governmental regulations with respect to its use of the Marks in association with the Wares and Services; (c) at the Licensor's request, an exclusive worldwide licenseprovide the Licensor with samples of how the Marks are used in association with the Wares and Services, and permit the Licensor to inspect all aspects of the business of the Licensor, in order to ensure that the Standards are being met; (d) the Licensee agrees that the manner of use and display of the Marks shall conform to the standards set by, and be under the control of the Licensor; (e) the Licensee shall comply with right of sublicense, to: (i) make, have made, use, offer for sale, sell, lease all applicable laws relating to advertising and import products and services covered by or incorporating the Licensed Patents; and to (ii) use the Licensed Marks and Licensed Works on or promotions in connection with the developmentMarks; (f) the Licensee shall reasonably cooperate with Licensor at Licensor's expense in the procurement and maintenance of any registration or recordal relating to the Applications, operationincluding but not limited to the provision of information, distribution and/or promotion specimens of use and signatures as Licensor may reasonably require. 1.5 The Licensee will, upon request by the Licensor, provide public notice in such manner as reasonably required by the Licensor or by applicable laws and shall include all notices, markings and legends in order to give appropriate notice from time to time that the Marks are owned by the Licensor and that the use of the Game. LICENSEE may sublicense Marks by the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheldLicensee is a licensed use. 2.2 Notwithstanding 1.6 The failure of the licensed granted in Section 2.1Licensee to maintain the Standards will, LICENSOR may request on occasion that LICENSEE allow LICENSOR upon reasonable opportunity and notice from the Licensor to grant a third party a license cure, be grounds for immediate termination by the Licensor of this license, without further notice to the Licensee. 1.7 The Licensee acknowledges and agrees that: (ia) 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 developmentall goodwill, 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 Matterassociated therewith, and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the Licensed Subject Matterall Applications and registrations thereof, are owned solely by Licensor, and agrees that Licensee shall never directly or indirectly contest such ownership; (b) all use of the Licensed Marks by LICENSEE shall inure solely to the benefit of and be on behalf of LICENSOR. LICENSEE agrees Licensor; (c) the Marks and all Applications and registrations thereof are valid, and Licensee shall never directly or indirectly contest their validity; (d) the License granted herein is not intended to be and shall not be construed as an assignment; and, further, that nothing in this Agreement shall give LICENSEE herein confers on Licensee any rightnight, title or interest in the Licensed Subject Matter, Marks other than the license as set forth limited right to use same in Section 2.1 above.accordance with this Agreement; 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to (e) the Licensee Marksshall not do or cause to be done, and agrees that it will or omit to do nothing inconsistent with LICENSEE’S ownership or be done, anything impairing or intending to impair any of the Licensed rights of Licensor in the Marks, and agrees that all ; (f) the Licensee's failure to cease use of the Licensee Marks shall inure to the benefit upon termination of and be on behalf of LICENSEE. LICENSOR agrees that nothing in this Agreement unless otherwise permitted herein shall give LICENSOR constitute infringement and dilution of the Marks and entitle Licensor, without limitation, to equitable relief by way of temporary restraining order and/or preliminary or permanent injunction; (g) the Licensee's foregoing acknowledgments, covenants and admissions shall survive the termination of this Agreement for any right, title or interest in the Licensed Marks.reason; and,

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 salelease and/or sell the [ * ] and Licensed Product(s), sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (iiuse, lease, and/or sell the Assay or Licensed Process(es) to the full end of the term for which the Patent Rights are granted unless sooner terminated as hereinafter provided. 2.2 LICENSEE agrees to use commercially reasonable efforts to provide that LICENSED PRODUCTS leased or sold in the United States shall be manufactured substantially in the United States. 2.3 PRINCETON expressly reserves the right to use the Patent Rights, Licensed Marks Products, Licensed Processes, and Licensed Works associated information and technology for Princeton's own educational, research and other non-commercial purposes only, provided, however, that PRINCETON shall notify LICENSEE of any additional intellectual property that may arise from such use and shall offer LICENSEE a first option to license such technology on or terms and conditions to be negotiated in connection with good faith between the developmentParties, operation, distribution and/or promotion such option to be exercised within six (6) months of disclosure of the Game. invention by PRINCETON to LICENSEE. 2.4 LICENSEE may shall have the right to sublicense the rights Patent Rights granted herein upon pursuant to this Agreement to any Third Party; provided that LICENSEE shall not grant any such Sublicense without Princeton's written approval by LICENSORconsent, which consent shall not be unreasonable unreasonably withheld. 2.2 Notwithstanding 2.5 LICENSEE agrees that any sublicenses granted by it shall have privity of contract between PRINCETON and Sublicensee such that 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 obligations 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 a denial binding upon the Sublicensee as if it were in the place of LICENSOR’S requestLICENSEE. LICENSEE shall not unreasonably deny any such request. In the event that LICENSEE grants LICENSOR’S requestfurther agrees to attach copies of Articles II, V, VII, IX, X, XII, XIII, and XV of this Agreement to all sublicense agreements, 2.6 LICENSEE agrees to transform 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 license granted in Section 2.1 above from an exclusive preceding twelve (12) month period under the sublicenses as shall be pertinent to a non-exclusive license royalty accounting under said sublicense agreements. Portions of this Exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions, marked by [ * ], have been filed separately with respect to the specific country and the specific third party approved in LICENSOR’S requestCommission. 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 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 hereby (a) Licensor grants to LICENSEE Licensee, and its AffiliatesLicensee accepts from Licensor, subject to on the terms and conditions of this Agreementstated herein, an exclusive worldwide (even as to Licensor and Licensor's Affiliates) right and license, with the right to sublicense its Affiliates under the Patents and Technology to market, use and sell the Product in the Territory subject to the restriction in section 2(b). Licensor grants to Licensee, and Licensee accepts from Licensor, on terms and conditions stated herein, a nonexclusive right and license under the Patents and Technology to make, have made Product anywhere in the world, but only for sale in the Territory. (b) Licensee acknowledges that Licensor has previously licensed Replens(R) and Crinone(R) 4% in the Territory to third parties and Licensor will use its best efforts to reacquire the rights for the Territory within the first half of sublicense1999. (c) Licensor grants to the Licensee, to: and Licensee accepts from Licensor, on the terms and conditions contained herein, (i) an exclusive right and license to use the Trademark in the distribution, advertising, marketing and sale of the Product (and any line extension to the Product as to which Licensee has obtained Licensor's prior written consent, not to be unreasonably withheld) in the Territory, and (ii) a nonexclusive right and license to use the Trademark in the manufacture, labeling, packaging of Product and any line extensions to Product as to which Licensee has obtained Licensor's prior written consent, not to be unreasonably withheld) anywhere in the world. Licensor shall not use, nor permit any of its Affiliates or other Licensees to use, the Trademark on any other product marketed or sold in the Territory. (d) Licensor's retained rights in the Territory in connection with the Product shall include only those rights under the Patents, the Trademark and Technology to make, have made and use 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 or market the Product within the Territory), and to make, have made, use, offer for salemarket and sell Product, sellitself or through its Affiliates or Licensees, lease and import products and services covered by or incorporating outside 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 withheldTerritory. 2.2 Notwithstanding (e) Licensor also grants to Licensee a right of first refusal to market, use and sell the licensed granted product in Section 2.1Spain if Licensor establishes a marketing and sales organization in the country, LICENSOR may request on occasion that LICENSEE allow LICENSOR or establishes a distribution agreement with a local pharmaceutical company. (f) If Licensee establishes marketing and sales operations in other European countries, Licensor will make its best efforts to grant either license its women's healthcare products to Licensee or enter into a co-marketing or joint venture agreement for each of these countries. (g) If Licensor does not enter into a worldwide agreement with a 3rd party for its Testosterone Product for Andropause, Licensor grants a right of first refusal to Licensee in the Territory. The terms and conditions of such a license will be negotiated separately by the parties. If Licensee can equal the offer from a third party for a license to (i) makeworldwide joint venture, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating Licensee has 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 right 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 requestfirst refusal. 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 University hereby grants to LICENSEE and its AffiliatesLicensee and Affiliates accept, during the term and subject to the terms and conditions of this Agreement a. a nonexclusive, royalty-bearing license to use the Know-How in the Territory and within the Fields of Use; and b. an exclusive worldwide licenseexclusive, with right of sublicense, to: (i) royalty-bearing license to University’s Patent Rights in the Territory to make, have made, use, offer for sale, sell, lease lease, offer to sell, and import products and services covered by or incorporating any Licensed Products in the Licensed Patents; Fields of Use and to (ii) use practice any Licensed Processes in the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion Fields of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheldUse. 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 All Know-How due under this Agreement shall be deemed a denial delivered to Licensee prior to or on the Effective Date in written, oral or other form of LICENSOR’S requestcommunication. LICENSEE University shall not unreasonably deny any such request. In the event use commercially reasonable efforts to ensure that LICENSEE grants LICENSOR’S request, LICENSEE agrees to transform the license granted in Section 2.1 above from an exclusive to a nonLicensee is provided with all Know-exclusive license with respect to the specific country and the specific third party approved in LICENSOR’S requestHow due under this Agreement. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to Notwithstanding 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 terms as set forth in Section 2.1 above2.2, if, at any time during the Term of this Agreement University discovers Know-How that should have been provided pursuant to Section 2.2, University shall promptly provide written notification to Licensee of the omission and provide any such Know-How due under Section 2.2 to Licensee within thirty days of such written notice. 2.4 LICENSOR acknowledges Notwithstanding the terms as set forth in Section 2.2, if, at any time during the Term of this Agreement, Licensee discovers Know-How that LICENSEE owns all rightshould have been provided pursuant to Section 2.2, title Licensee shall request the Know-How in writing from University and interest in and University shall provide any such Know-how due under Section 2.2 to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership within thirty days of the Licensed Markswritten request. 2.5 This Agreement confers no license or rights by implication, and agrees that all use estoppel, or otherwise under any patent applications or patents of University other than licensed Patent Rights regardless of whether such patents are dominant or subordinate to licensed Patent Rights. 2.6 The license grant pursuant to Section 2.1 shall remain in effect regardless of any change in status of the Licensee Marks shall inure to Investigators, including without limitation, absence or withdrawal of one or both Investigators from further development or execution 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 MarksPatent Rights.

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 as of the Effective Date, and its Affiliateseach 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 (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 a license in and to all Intellectual Property, not otherwise owned by such Property Owner, that is currently used or contemplated to be used in connection with the Managed Facility owned by such Property Owner. 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 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, 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 2.5 To the licensed granted in Section 2.1, LICENSOR may request on occasion extent that LICENSEE allow LICENSOR any Licensed IP subject to grant License A (but excluding any CEOC Specific IP) is used by the applicable Licensor pursuant to a license from a third party (a license to (i“Third Party License”) make, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating such Third Party License restricts the Licensed Patents; or to (ii) use the Licensed Marks and Licensed Works on or further sublicensing of such Intellectual Property in connection accordance with the developmentterms of License A, operation, distribution and/or promotion then such Licensor hereby grants to Services Co. the right to direct and control any and all of the Game in a specific country. LICENSOR shall submit such request to LICENSEE in writing applicable Licensor’s actions 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 decisions with respect to such Third Party License, subject to the specific country applicable Licensor’s review and the specific third party approved in LICENSOR’S requestapproval of such actions, such approval not to be unreasonably withheld, conditioned or delayed. 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 the Licensed Subject MatterLicense G and License H, and agrees that all each Licensor’s use of the its respective 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 aboveIP. 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 2.1. Subject to the terms and conditions of this Agreement, an ULEAD grants to Licensee a non-exclusive worldwide right and license, with during the term of this Agreement, to load, utilize, execute, reproduce, have reproduced, market, promote and distribute, directly and indirectly, the Software for the purpose of evaluating, testing, supporting and including the Software as a components of the Bundled Products, and to sublicense such Software, as a component of the Bundled Products, to end user, distributor and Original Equipment Manufacturer ("OEM") customers throughout the Territory. 2.2. Subject to the terms and conditions of this Agreement, ULEAD grants to Licensee a non-exclusive right and license, during the term of sublicense, tothis Agreement: (i) maketo reproduce and have reproduced the Software's Documentation, have madeor portions thereof, use, offer solely for sale, sell, lease and import products and services covered by the purpose of providing the Documentation or incorporating portions thereof throughout the Licensed PatentsTerritory to sublicensees of the Software contained in the Bundled Products; and to (ii) use the Licensed Marks to create, reproduce, and Licensed Works on or in connection with the developmenthave reproduced, operation, distribution and/or promotion modified versions of the Game. LICENSEE may sublicense Documentation or portions thereof ("Modified Manuals") which comply with Licensee's style and procedures guidelines, solely for the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld. 2.2 Notwithstanding purpose of providing the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR Modified Manuals throughout the Territory 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 sublicensees of the Game Software contained in the Bundled Products. Any such modifications to the Documentation or portions thereof will be subject to the prior approval of ULEAD, provided such approval is not unreasonably withheld, delayed or conditioned. If ULEAD has not objected to a specific country. LICENSOR shall submit Modified Manual created from the Documentation or portions thereof within thirty (30) days of receiving notice of the production of 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 Modified Manual, the approval right shall be deemed a denial waived as to that Modify Manual, and that Modified Manual may be supplied with the related Software for the term of LICENSOR’S requestthe Agreement without further approval required from ULEAD. LICENSEE shall not unreasonably deny any such requestLicensee may add its own copyright notice to those of ULEAD, if any, for the Modified Manuals. 2.3. In Subject to the event that LICENSEE terms and conditions of this Agreement, ULEAD 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 right and license, during the term of this Agreement, to use ULEAD's trade names, trademarks and service marks listed in Appendix A hereto (hereinafter collectively referred to as the "Trademarks") throughout the Territory solely for labeling reproductions of the Software and Documentation or portions thereof that are permitted under this Agreement and for advertising the Bundled Products. Licensee shall not at any time do or permit any act to be done which may in any way impair the rights of ULEAD in the Trademarks. In order to comply with ULEAD's quality control standards, Licensee shall (a) use the Trademarks in compliance with all relevant material laws and regulations; (b) accord ULEAD the right to inspect during normal business hours, upon reasonable advance notice, Licensee's facilities in order to confirm that Licensee's use of the Trademarks is in compliance with this provision, provided that no more than two inspections be made in any 12-month period (unless Licensee has breached its obligations under this Section 2.3 in a material manner and ULEAD has notified Licensee to that effect in writing); (c) not modify any of the Trademarks in any way and not use any of the Trademarks on any goods or services other than the Software, the Documentation, or portions thereof, and the Modified Manuals, and the advertising therefor and for the Bundled Products. If Licensee fails to use the Trademarks in material compliance with this provision, ULEAD may instruct Licensee to immediately cease use of the Trademarks, and Licensee shall immediately cease such use. 2.4. In exchange for the grant of the licenses set forth in this Section 2, Licensee shall pay to ULEAD, in accordance with the provisions of Section 4, a License Fee as set forth in Appendix B of this Agreement and shall perform its other obligations under this Agreement. 2.5. All rights not expressly granted to licensee with respect to the specific country Software, the Documentation 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 Trademarks under 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 aboveare reserved by ULEAD. 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 upon the terms and conditions of this Agreementset forth herein, an the exclusive worldwide license, with right of sublicense, to: (i) and license to use the Subject Matter to make, have made, usedevelop, offer for salemarket, selldistribute, lease sell 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 withheldProducts. 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 (ib) 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 Licensee agrees that it shall incorporate into any contract for the manufacture or distribution of Licensed Products a provision expressly prohibiting; and will do nothing inconsistent with LICENSOR’S ownership of exercise its best efforts to prevent, such contract manufacturer or distributor from independently selling or distributing, directly or indirectly, any merchandise, including the Licensed Products, using or depicting the Subject MatterMatter or any simulation, 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 variation or imitation thereof. (c) Nothing contained in this Agreement shall give LICENSEE be construed as an assignment or grant to Licensee of any right, title or interest in or to the Licensed Subject Matter, other than it being understood and acknowledged by Licensee that all rights relating thereto are reserved by Licensor, as owner of the Subject Matter, except as pertains to the license granted hereunder to Licensee of the right to use the Subject Matter only as set forth specifically and expressly provided in Section 2.1 abovethis Agreement. 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 (d) Nothing contained in this Agreement shall give LICENSOR be construed as an assignment or grant to Licensor of any right, title or interest in or to any Design Patent, Utility Patent, either granted or pending, any Trademark, or Copyrighted material relating to any enclosure, cabinet, container, package, or any other component essential to the construction of a "Finished Product," as defined in this agreement. It is further understood and acknowledged by Licensor that all rights relating thereto are reserved by Licensee, with the sole exclusion of rights pertaining to the Licensed MarksProduct and relevant Subject Matter, as set forth in of this Agreement. (e) Licensee shall not sublicense the rights granted under this Agreement. This Agreement shall not, tacitly or otherwise, restrict or prevent Licensee from manufacturing and/or selling products utilizing components, methods, or techniques other than those defined by the Subject Matter for inclusion in Licensed Products. (f) Licensor shall protect the interests of Licensee as regards this Agreement, to wit: (i) Licensor shall not directly or indirectly, during the term of this Agreement, knowingly provide consulting services to any person, business, or entity specifically relating to the use of the Licensed Products or any commercially feasible substitute of such products. (ii) Licensor shall not directly or indirectly, during the term of this Agreement, knowingly call on, contact, or solicit any customer or other person or entity with whom Licensee does or did business with respect to the Licensed Products, to encourage, suggest, or otherwise cause such customers, persons, or entities to purchase any Finished Product incorporating the Licensed Products or commercially feasible substitution of such products, from anyone other than Licensee; or to encourage, suggest, or otherwise cause said customers to change their business relationship with Licensee. (g) Both parties agree that each shall notify the other in a prompt and timely fashion regarding any product not made or sold by the Licensee, which could affect the terms set forth herein, specifically pursuant to the interests of the Licensee as stated above, and to the protection of the Patents of the Parties as defined in section 6 of this Agreement.

Grant of License. 2.1 LICENSOR 3.1 MICHIGAN hereby grants to LICENSEE and its AffiliatesMATRIGEN the exclusive, subject world-wide license under the Licensed Patents 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 market and import products and services covered by or incorporating sell Products within the Licensed PatentsField of Use; and to (ii) use the Licensed Marks and Licensed Works on or in connection with the development, operation, distribution and/or promotion right to grant sublicenses to Sublicensees subject to the terms and provisions of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheldArticle 8 below. 2.2 Notwithstanding 3.2 MICHIGAN hereby grants to MATRIGEN the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR world-wide right to grant a third party a license practice the Technology to (i) make, have made, use, offer for salemarket and sell Products within the Field of Use. During the term of this Agreement MICHIGAN covenants not to enter into any agreement allowing any other party to commercially practice the Technology to make, sellhave made, lease and import products and services covered use, market or sell Products within the Field of Use. 3.3 It is understood that the fields reserved in Subparagraphs 2.1 (a) (i-iii) are so reserved by or incorporating virtue of options to third parties to parties to acquire licenses (either to the Licensed Patents; Technology licensed in this Agreement or to (iirelated technologies under research funded by the third party) use within the Licensed Marks and Licensed Works on or in connection with scope of these reserved fields which predate 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 requestEffective Date. In the event that LICENSEE grants LICENSOR’S requestany such option expires without exercise or, LICENSEE agrees having been exercised, the rights granted revert to transform MICHIGAN during the term of this Agreement, then the “Field of Use” as defined herein shall be deemed expanded accordingly, and the Parties shall promptly amend that definition by written amendment to this Agreement. 3.4 MICHIGAN reserves the right to license granted in Section 2.1 above from an exclusive and practice the Technology and the Licensed Patents for any purpose outside of the Field of Use, and the right to a non-exclusive license with respect practice the Technology and the Licensed Patents solely for research and education purposes within the Field of Use. 3.5 MICHIGAN further reserves the right to grant to the specific country U.S. Government a nonexclusive, irrevocable, royalty-free license or licenses, with the right to sublicense, to all patent applications and resulting patents included in the Technology and the specific third party approved in LICENSOR’S request. 2.3 LICENSEE acknowledges that LICENSOR owns all rightLicensed Patents, title and interest in and to the Licensed Subject Matterextent, that such grant of license(s) is or may be required by research funding agreements between MICHIGAN and agrees that it will do nothing inconsistent with LICENSOR’S ownership of the U.S. Government relating to the Technology or 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 abovePatents. 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 to A. Upon the terms and conditions of this Agreement, an Licensor hereby grants to Licensee, during the Term, as defined below, of this Agreement, the sole and exclusive worldwide licenseright and license to use the Licensed ▇▇▇▇ in the Licensed Channels of Distribution in the Territory as a trademark in connection with the manufacture, promotion, sale and distribution solely of the Licensed Products and on all related packing materials, containers, promotional material, publicity, sales, advertising, newspaper, magazine, radio, television, cinema and similar media presently existing or that may exist in the future, in connection solely with right the creation, manufacture, introduction, marketing, distribution, sale and advertising of sublicensethe Licensed Products, to: (i) make, have made, use, offer for salethrough the channels used to manufacture, sell, lease distribute, advertise and import products promote Licensed Products of comparable prestige design and services covered by or incorporating quality as described in paragraphs A and B of Article 7 below. Licensor shall not, during the Term, as defined below, of this Agreement and in the Territory, grant to any third party any rights to use the Licensed Patents; ▇▇▇▇ or any derivative thereof in connection with Licensed Products in Licensed Channels of Distribution. It is understood and agreed that this Agreement shall pertain only to (ii) the Licensed Products for sale in the aforesaid Licensed Channels of Distribution and does not extend to any other product or service or other territory or other distribution channel, unless otherwise agreed to by the parties as evidenced by a mutually executed written amendment of this Agreement, specifically setting forth the further intention and agreement of Licensee and Licensor to do so. Except for the rights to 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 manufacture 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 sale of the Licensed Subject MatterProducts in the Territory through the Licensed Channels of Distribution expressly provided for herein, and agrees that Licensor reserves all rights to the use of the Licensed Marks by LICENSEE Marks. Licensee shall inure have the right 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 sub-license the Licensed Subject Matter▇▇▇▇ to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, other than Inc. ("Parlux"), subject to and on the license same terms and conditions as set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns this Agreement and so long as Parlux guarantees in writing to Licensor the performance by Parlux and Licensee of all rightthe terms, title obligations, warranties, restrictions, payments 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 conditions contained in this Agreement shall give LICENSOR as though Parlux was a party hereto. It is the essence of this Agreement that Licensee enter into a sub-license agreement within the time period set forth in this Agreement and that Parlux guarantees in writing to Licensor the performance by Licensee and Parlux of all the terms, obligations, restrictions, warranties, payments and conditions contained in this Agreement and any right, title exhibits or interest agreements incorporated by reference herein. Failure to enter into a sublicense agreement with Parlux in the time provided and upon the foregoing terms and conditions shall afford Licensor the immediate right to terminate the Agreement and retain all payments which may have been previously paid to Licensee under this Agreement, and the parties shall thereafter have no further obligations to each other hereunder. B. Licensor and Artist each agrees not to promote any products described herein as Licensed MarksProducts utilizing any other brand during the Term of this Agreement; provided however, that neither Artist nor Licensor, or any party affiliated with either of them, shall be in breach of this Agreement in the event any sponsors of any events in which Artist participates, including but not limited to any tours, television programs, films or special events, are companies in the business of selling fragrance products, provided that the sale of fragrance products is not their primary business, and provided further that Artist shall not be precluded from using or wearing any products whatsoever in the ordinary course, but Artist shall not publicly disclose that she wears any fragrance brands that are not Licensed Products hereunder, except those fragrance brands in which Iconic or Parlux has an interest.

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 (a) At the Closing, Deutsche Bank shall cause each of the Sellers and each other Affiliate of Deutsche Bank that is an owner of any Licensed Retained Intellectual Property set forth on Section 5.18 of the Seller Disclosure Schedule (collectively, the “Deutsche Bank Licensors”) to, and the Purchaser shall, enter into a License Agreement in the form attached as Exhibit G hereto (the “License Agreement”) pursuant to LICENSEE which the Deutsche Bank Licensors will grant the Purchaser, effective at Closing, a worldwide, irrevocable, non-exclusive, perpetual, royalty free, paid up right and license to use the Licensed Retained Intellectual Property solely for use in connection with the continued conduct of the Business by the Purchaser after the Closing Date and in connection with the ordinary conduct of the corresponding business of the Purchaser. The License Agreement shall provide that the rights and licenses granted thereunder may be freely sublicensed, without the prior consent of Deutsche Bank or any Deutsche Bank Licensor, to any Affiliate of the Purchaser, any third party but solely to the extent such third party shall use the licensed intellectual property to support the conduct of the Business operations of the Purchaser or any of its Affiliates, subject or any Person that acquires substantially all the assets of the Purchaser or of a division of the Purchaser that uses the licensed intellectual property in the ordinary course of the Business. (b) At the Closing, the Purchaser shall, and shall cause each applicable Purchasing Subsidiary to, enter into a License Back Agreement in the form attached as Exhibit H hereto (the “License-Back Agreement”), pursuant to which the terms Purchaser and conditions of this Agreementsuch Purchasing Subsidiaries will grant to Deutsche Bank, an exclusive worldwide licenseeffective at Closing, with a worldwide, non-exclusive, perpetual, royalty free, paid up right of sublicense, to: and license to use the Transferred Intellectual Property (i) makein connection with the provision of services to the Purchaser and its Affiliates in support of the Business pursuant to the Transition Support Agreement, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) to the extent currently used as an incidental part of the then existing (as of the Closing Date) systems of Deutsche Bank (an “Incidental Use”); provided, that such license for the Incidental Use of the Transferred Intellectual Property shall include the right to further develop and use such Intellectual Property in connection with any Incidental Use but only to the Licensed Marks and Licensed Works on extent that such developed Intellectual Property does not constitute a material portion of any system of Deutsche Bank with functionality comparable to any material system of Purchaser used in the continued conduct of the Business by Purchaser after the Closing Date or in connection with the development, operation, distribution and/or promotion ordinary conduct of the Gamecorresponding business of Purchaser. LICENSEE Deutsche Bank may assign or sublicense the rights license granted herein upon written approval by LICENSORunder this Section 5.18(b) to any Affiliate, 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 but such assignment or sublicense will either (i) make, have made, use, offer for sale, sell, lease and import products and services covered by be assigned back to Deutsche Bank or incorporating the Licensed Patents; any of its Affiliates or to (ii) use the Licensed Marks and Licensed Works on terminate, as to such Person, upon such Person ceasing to be an Affiliate of Deutsche Bank or in connection with the development, operation, distribution and/or promotion upon a sale of all or substantially all of the Game in a specific country. LICENSOR shall submit business of 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 requestPerson. 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 Premier grants to DLB, pursuant to the following terms and conditions, (a) until March 31, 1998, an exclusive world-wide license to use, copy, reproduce, distribute, modify, sublicense, and market, the Software, the Licensed Programs, the Licensed Know-How, and all Premier Improvements, and (b) after March 31, 1998, a non-exclusive world-wide license to use, copy, reproduce, distribute, modify, sublicense, and market, the Software, the Licensed Programs, the Licensed Know-How, and all Premier Improvements. The licenses granted to DLB hereunder shall include the right to sublicense the Software and the Licensed Programs, in their present form and as hereafter modified, to third parties. 2.2 In conjunction with the grant of the licenses hereunder, Premier hereby grants to LICENSEE DLB the right to utilize the trade names and trademarks listed on Exhibit A attached hereto (collectively, the "Trademarks"), in conjunction with the use, marketing, sublicensing and distribution of Licensed Programs and/or the Software permitted hereunder. 2.3 Notwithstanding anything to the contrary contained herein, Premier shall have the right to disclose, and license to end-users the Software, the Licensed Programs, the Licensed Know-How, and/or the Premier Improvements, so long as such end-users are also utilizing services provided by Premier. If, during any calendar quarter commencing on or after April 1, 1998, DLB shall fail to license hereunder at least one Licensed Program to a third party that is not related to or affiliated with DLB in any manner, the licenses granted hereunder to DLB hereunder shall automatically become non-exclusive and Premier and its AffiliatesAffiliates shall have the right, subject from and after such date, to use, disclose, license and otherwise transfer to any other party the terms and conditions Software, the Licensed Programs, the Licensed Know-How, and/or the Premier Improvements. However, 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 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 Premier shall not have the right to sublicense or otherwise transfer any DLB Improvement, except as specifically provided herein or as may be unreasonable withheld. 2.2 Notwithstanding the licensed granted in Section 2.1, LICENSOR may request on occasion that LICENSEE allow LICENSOR agreed 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 daysby DLB. 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 Nothing contained in this Agreement shall give LICENSEE be construed as prohibiting Premier, or any rightAffiliate of Premier, title or interest in from utilizing the Software, the Licensed Subject MatterKnow-How, other than any Premier Improvement or any Licensed Program in any manner or for any purpose whatsoever in (a) the license as set forth in Section 2.1 aboveconduct of its own business operations, or (b) conjunction with the presently existing licenses of the Software described on Exhibit B attached hereto, or any renewals or extensions thereof (the "Existing Navigator Licenses"). 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and to Upon the Licensee Marksexecution of this Agreement, and agrees thereafter upon the request of DLB, Premier shall fully disclose to DLB and its designees all of the Licensed Know-How. Not less than once each calendar year, Premier shall disclose to DLB and its designees all Premier Improvements not theretofore disclosed to DLB. 2.5 Upon execution of this Agreement, and at any time thereafter, Premier shall execute and deliver to DLB such documents as may be deemed necessary or advisable by counsel for DLB for filing in the appropriate patent, copyright, trademark and other governmental offices to evidence the licenses granted herein. 2.6 An express condition of this Agreement and the licenses granted hereunder is that it will do nothing inconsistent with LICENSEE’S Premier shall at all times retain ownership of the Software, the Premier Improvements, the Licensed Marks, Programs and agrees that all use the Licensed Know-How. This Agreement shall not constitute a sale of the Licensee Marks Software, the Premier Improvements, the Licensed Programs, or the Licensed Know-How for any purpose whatsoever. 2.7 The grant of any sublicense by DLB hereunder shall inure be subject to the benefit execution and delivery by the end-user of a sublicense agreement and be on behalf of LICENSEE. LICENSOR agrees that nothing support and maintenance agreement, each in this Agreement shall give LICENSOR any right, title or interest form and substance acceptable to Premier in the Licensed Marksits reasonable discretion.

Grant of License. 2.1 LICENSOR hereby ISURF 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 to produce and sell the Licensed Variety under the Licensed Patents limited to the Territory. 2.2 LICENSEE agrees that seed provided may be used by the LICENSEE for production and commercialization of the Licensed Variety only. No breeding, crossing, transformation, or selection will be allowed under this agreement. Licensed Variety shall not be transferred outside of the Territory without ISURF’s prior written consent. 2.3 LICENSEE shall have no rights with respect to the specific country Licensed Variety or Licensed Patents except as may be expressly granted hereunder. LICENSEE shall not apply for any patent or other right and shall not divulge or disclose any information, material or documents, concerning this Agreement or the specific third party approved rights contained hereunder or make available in LICENSOR’S requestany way or use the aforesaid Licensed Variety, except as expressly provided in this Agreement, without the prior written consent of ISURF. 2.3 LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the Licensed Subject Matter, and agrees that it 2.4 ISURF or its designated agents will do nothing inconsistent with LICENSOR’S ownership maintain breeder seed of the Licensed Subject Matter, and Variety. 2.5 LICENSEE agrees that all use to pay ISURF a royalty as determined in Article IV. 2.6 Should LICENSEE decide not to pursue commercialization of the Licensed Marks Variety, its entire supply of Parent Seed and Commercial Grain shall be disposed of as directed 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 aboveISURF. 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 2.7 Branding of Commercial Grain of the Licensed MarksVariety by the LICENSEE is permitted provided all State and Federal regulations are followed. The brand designation must be provided to ISURF in writing. Branding of Parent Seed will require ISURF’s prior written consent. The Licensed Variety on all Soybean Commercialization Agreements will be the ISU designation regardless of brand name. 2.8 To comply with the requirements of 35 U.S.C. Section 287 of the federal law, the LICENSEE must label all seed that is sold with the following patent notification. The patent notification must be printed on a bag or other seed container, printed on a tag attached to the bag or seed container, or printed on a sticker applied to the bag or seed container. Seed label: THESE SEEDS ARE PROTECTED UNDER UNITED STATES PATENT NUMBERS 5,850,030; 5,986,118; and agrees 6,133,509. THE PURCHASE OF THE SEED CONVEYS NO LICENSE UNDER SAID PATENTS TO USE THESE SEEDS OR PERFORM ANY OF THE METHODS COVERED BY THE PATENTS. A PURCHASER’S LICENSE MUST FIRST BE OBTAINED FROM THE SEED DISTRIBUTOR BEFORE THESE SEEDS CAN BE USED IN ANY WAY. GRAIN HARVESTED FROM THE SEED CANNOT BE USED FOR REPLANTING OR TRANSFERRED TO OTHERS FOR REPLANTING. 2.9 LICENSEE must have each seed purchaser read and sign or initial the following agreement that is placed on their purchase order form or equivalent document. PURCHASER’S LICENSE: THE IOWA STATE UNIVERSITY RESEARCH FOUNDATION, 310 LAB OF MECHANICS, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇ HEREBY GRANTS THE BUYER OF THIS SOYBEAN SEED A LIMITED, NON-EXCLUSIVE, NON-ASSIGNABLE LICENSE TO TECHNOLOGY COVERED BY U.S. PATENTS 5,850,030; 5,986,118; AND 6,133,509 FOR THE SOLE PURPOSE OF PRODUCING A GRAIN CROP. PURCHASER AGREES TO USE THE SEED FOR PLANTING A SINGLE COMMERCIAL CROP, NOT TO SUPPLY ANY OF THIS SEED TO ANY OTHER PERSON OR ENTITY FOR PLANTING, NOT TO SAVE ANY GRAIN PRODUCED FROM THIS SEED FOR REPLANTING, AND NOT TO SUPPLY ANY GRAIN PRODUCED FROM THIS SEED TO ANOTHER PERSON OR ENTITY FOR REPLANTING. PURCHASER AGREES NOT TO USE THE SEED OR TO PROVIDE IT TO ANYONE ELSE FOR BREEDING, GENETIC MODIFICATION BY ANY TECHNIQUE, OR SEED PRODUCTION. 2.10 To the extent that the provisions of the seed label and purchaser's license in sections 2.8 and 2.9 are inconsistent with the terms of this agreement, this agreement supersedes the seed label and purchaser's license for LICENSEES who have executed this agreement. 2.11 If LICENSEE uses contract growers for Parent Seed or Commercial Grain production, LICENSEE shall insure that all use Parent Seed and Commercial Grain regardless of seed or grain quality is returned to LICENSEE or to a location specified by LICENSEE. 2.12 LICENSEE must notify any lien holder of the Licensee Marks shall inure to restrictions on the benefit use and disposition 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 MarksVariety.

Grant of License. 2.1 LICENSOR (a) Licensor hereby grants to LICENSEE Licensee an irrevocable license to use the Licensed IP during the Term and its Affiliates, subject the Sell-Out Period to the terms extent (but only to the extent) of the Scope, and conditions of this Agreementfor no other purpose, an exclusive worldwide which license, with right of sublicense, to: (i) make, have made, use, offer is exclusive to Licensee in relation to the Markets for sale, sell, lease and import products and services covered by or incorporating the Licensed PatentsScope; and to (ii) use includes the Licensed Marks right of Licensee to grant sub-licenses to PM under the PM License for the express purposes set forth in the PM Agreement, but for no other purpose; (iii) includes the right of Licensee to grant to PM the right to grant sub-sub-licenses in the manner set forth in the PM License, but for no other purpose; and Licensed Works on or (iv) includes the KBI Branding to the extent (but only to the extent) necessary to permit Licensee to perform its obligations to PM as set forth in connection with the development, operation, distribution and/or promotion clause 10.3 of the Game. LICENSEE may sublicense PM License (the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheld“License”). 2.2 (b) Notwithstanding anything to the licensed granted contrary set forth in this Agreement, except as expressly set forth in Section 2.12(a), 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 Licensor conveys no right, title and title, or interest of any kind in and to the Licensed Subject MatterIP or any other IPR (including, without limitation, [***]), all of which are reserved by Licensor in all respects. For clarity, except as otherwise set forth in Section 2(c), the License shall continue with respect to each Extension Period 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 Sell-Out Period as set forth in Section 2.1 abovethe PM License. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and (c) Notwithstanding the provisions of Section 2(a) to the contrary, the License shall not expand in scope or duration as a result of the direct action of Licensee Marksunless that action was taken by Licensee at the direction of both Managers as presently required by the Licensee Operating Agreement. (d) At Licensor’s written direction and sole expense, all IPR registered in the Markets by Licensee or PM shall be registered in the name of Licensor. (e) Notwithstanding anything to the contrary set forth in this Agreement, Licensor shall not be in breach of this Agreement by virtue of a direct license of any Licensed IP to PM (a “Direct License”) pursuant to the Side Letter, or by virtue of Licensor’s performance of its any of its other obligations thereunder. To the extent Licensor is required to grant a Direct License to PM pursuant to the Side Letter, the scope of the License shall be amended to exclude the Licensed IP to the extent, and agrees for the duration, of 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.Direct License

Grant of License. 2.1 LICENSOR (a) Freestone hereby grants to LICENSEE Hydrex the exclusive (including with respect to Freestone) right and its Affiliateslicense to use, have used, copy, prepare Derivative Works of and Improvements upon, store, modify, reproduce, display, perform, distribute, sell, offer for sale, import, assemble, export, and subject to Section 5.1 make or have made thirty (30) ORUs, and otherwise exploit the Licensed Property in any and all manners for any and all purposes in the Licensed Territory (the “License”), effective as of the Effective Date. Additionally, Hydrex will have the right to replace any ORU that is damaged, stolen or otherwise rendered unserviceable. (b) Freestone hereby agrees that it shall not grant any other license to the Licensed Property, or any portion or element thereof, within the Licensed Territory for as long as Hydrex has exclusive rights under the License therein. In addition, Freestone shall not grant any license or rights or engage or participate in or continue any activity that is, or is reasonably likely to be, competitive with Hydrex’s or a Hydrex Licensee’s use or intended use of the Licensed Property as contemplated by the License within the Territory. Freestone shall not, without Hydrex’s prior written consent, sell or provide, or cause or permit others to sell or provide, Solvent to any person or entity in the Licensed Territory or in circumstances in which Freestone knows or has reasonable cause to believe that any person or entity would use the Solvent in the Territory in a manner that is reasonably likely to be competitive with Hydrex’s or a Hydrex Licensee’s use or intended use of the Licensed Property as contemplated by the License. (c) Freestone shall take no action (including without limitation the exercise of any rights reserved by Freestone and not granted to Hydrex hereunder) that would, or would reasonably be expected to, diminish the value of the Licensed Property or derogate, impair or limit Hydrex’s rights hereunder, including without limitation the right to use the Licensed Property as contemplated hereby. Freestone shall not use the Licensed Property, either inside or outside the Licensed Territory, in a manner that does, or is reasonably likely to, diminish the value of the Licensed Property or derogate, impair or limit Hydrex’s rights in the Territory hereunder. For example, and without limiting the generality of the foregoing sentences, Freestone shall not publish or disclose any Trade Secret or Know-how relating to the Licensed Property to any third party without first entering into a confidentiality agreement with such third party that is at least as restrictive as the confidentiality restrictions set forth herein. (d) Hydrex may grant (i) sublicenses to the Licensed Property (and the use of the License Deliverables) and (ii) the right to manufacture, assemble and use ORUs and to purchase and use Solvent in the Licensed Territory to Affiliates and unaffiliated parties (the “Hydrex Licensees”). Hydrex may sell, lease or otherwise provide ORUs to a Hydrex Licensee and may operate ORUs on behalf of such Hydrex Licensee or may permit such Hydrex Licensee to operate such ORUs on its own behalf. The terms and conditions of the foregoing sublicenses and arrangements shall be determined by Hydrex in its sole discretion, provided that Hydrex shall give Freestone the opportunity to review the terms and conditions of this Agreementany sublicense with a Hydrex Licensee that is not an Affiliate of Hydrex prior to Hydrex’s execution thereof, an exclusive worldwide license, with right and Freestone shall have the opportunity to object to such sublicense solely on the basis 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 Good Cause with respect to the specific country proposed sublicensee. ORUs produced by or on behalf of Hydrex for sublicensing will be subject to the License Royalty payments set forth on Exhibit D. (e) Hydrex anticipates using (but is not obligated to use) Operator as the entity that will be responsible for supervising the fabricating, manufacturing, delivering, assembling, placing into service, and operating the ORUs on behalf of Hydrex Licensees. Hydrex may also engage other Affiliates or unaffiliated parties to operate the ORUs, or to perform any other services, in the Licensed Territory on its behalf or on behalf of Hydrex Licensees. The terms and conditions of the foregoing arrangements shall be determined by Hydrex in its sole discretion. Notwithstanding the engagement of Operator or other parties to conduct the activities contemplated by this paragraph (e), Hydrex agrees that it shall at all times during the term of this Agreement maintain commercial liability insurance in such amounts as it reasonably deems necessary with respect to the risks to Hydrex and Hydrex Licensees relating to the operation of ORUs (including ORUs into which Improvements have been incorporated as contemplated by Section 5.1(e)) and the specific third party approved in LICENSOR’S requestuse of the Solvent as contemplated by this Agreement. 2.3 LICENSEE acknowledges (f) The exclusive rights under the License set forth in this Section 2.1 shall be subject to termination on a State-by-State basis in the event that LICENSOR owns all right, title and interest neither Hydrex nor a Hydrex Licensee has placed a fully operable ORU capable of commercial operation in and such State within three (3) years after the date on which Hydrex places its first ORU into commercial operation in the Licensed Territory (the “Commercialization Date”). Hydrex will provide Freestone with written notice of the Commercialization Date within thirty (30) days of its occurrence. The three (3)-year period shall be extended on a day-by-day basis to the Licensed Subject Matter, extent any delay in placing an ORU in service is due to any failure or delay in performance by Freestone of its obligations hereunder or the occurrence or existence of a Force Majeure. Freestone acknowledges and agrees that it will do nothing inconsistent with LICENSOR’S ownership of Hydrex has the right, but not the obligation, to make or have made ORUs and otherwise to exploit the Licensed Subject MatterProperty as stated in Section 2.1(a) above and that any failure by Hydrex, whether intentional or unintentional, voluntary or involuntary, avoidable or unavoidable, to place the first or any subsequent ORU into service within the time periods specified herein, or at all, shall not constitute a breach or default under any provision of this Agreement, and agrees that all use of Freestone’s sole recourse related to such failure shall be its right to terminate Hydrex’s exclusive rights under the Licensed Marks by LICENSEE shall inure to the benefit of and be License on behalf of LICENSOR. LICENSEE agrees that nothing a State-by-State basis as provided in this Agreement shall give LICENSEE any right, title or interest in paragraph (f). (g) Hydrex will have the Licensed Subject Matter, other than irrevocable option to extend the license as three (3)-year period set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right, title and interest in and paragraph (f) above for up to two (2) additional years. Hydrex may elect to extend by providing written notice to Freestone thirty (30) days prior to the Licensee Marks, and agrees that it will do nothing inconsistent with LICENSEE’S ownership end of the Licensed Marksinitial three-year period. Hydrex may elect to extend for two (2) years by paying an extension fee of Three Hundred Thousand Dollars ($300,000.00); or alternatively, and agrees that all use Hydrex may elect to extend for one (1) year by paying an extension fee of One Hundred Fifty Thousand Dollars ($150,000.00), in which event it may subsequently extend for a second year by giving written notice to Freestone thirty (30) days prior to the end of the Licensee Marks shall inure initial one-year extension period and paying an additional One Hundred Fifty Thousand Dollars ($150,000.00). In each case payment will be due within thirty (30) days after Hydrex gives the written notice of election to the benefit of and Freestone. All extension fees paid will be non-refundable, but will be applied as credits against all succeeding License Fee payments set forth on behalf of LICENSEEExhibit D until recouped in full by Hydrex. LICENSOR agrees that nothing As used in this Agreement shall give LICENSOR any rightAgreement, title or interest in the Licensed Marks“Commercialization Period” means the period beginning on the Effective Date and ending at the close of business on the Commercialization Date, as the same may be extended pursuant to this Section 2.1(g).

Grant of License. 2.1 LICENSOR hereby grants to LICENSEE and its Affiliates, subject Subject to the terms and conditions of this Agreementset forth herein, an exclusive LICENSOR grants to LICENSEE a non-exclusive, non-transferable, worldwide license, with right hereinafter referred to as "the LICENSE," to do the following, and LICENSEE agrees that it shall do the following: (a) Mount the INFORMATION on its computer facilities (presently located in Malden, MA); (b) Provide the INFORMATION in online interactive mode for searching, access, and review and for printing on paper and displaying on computer terminals by LICENSEE'S CUSTOMERS; (c) Provide online access to the INFORMATION to LICENSEE'S CUSTOMERS through telecommunication links, including, but not limited to dial-up, the Internet, and leased lines, to its computer facilities; and (d) Use the LICENSED MARKS of sublicense, to: (i) make, have made, use, offer LICENSOR listed in Appendix 2 solely 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 purpose of the Game. LICENSEE may sublicense the rights granted herein upon written approval by LICENSOR, which shall not be unreasonable withheldperforming this AGREEMENT. 2.2 Notwithstanding LICENSOR reserves the licensed granted in Section 2.1right to revoke the LICENSE as it applies to any particular INFORMATION at any time if, 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's sole opinion, such INFORMATION or the related CME PROGRAM is no longer suitable, for any reason, for use by LICENSEE'S CUSTOMERS, by giving written notice to LICENSEE. 2.3 LICENSEE acknowledges that Except for those rights specifically provided for in the LICENSE, LICENSOR owns retains all right, title and interest in and to the Licensed Subject Matter, INFORMATION and agrees the LICENSED MARKS. Licensee hereby acknowledges 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 receive no rights or licenses to the benefit INFORMATION or the LICENSED MARKS independent of and be on behalf of LICENSOR. LICENSEE agrees that nothing or in addition to the rights expressly granted to it in this Agreement AGREEMENT. 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 rightcause LICENSOR'S rights, title and interest in the INFORMATION and the LICENSED MARKS to be reduced in any way, nor cause LICENSEE or any of its CUSTOMERS to gain any ownership rights in the INFORMATION or LICENSED MARKS. LICENSEE shall not, and shall use its best efforts to ensure that its CUSTOMERS do not, use, duplicate in hard copy, machine readable or any other form, distribute, modify, or create derivative versions of the INFORMATION or use the LICENSED MARKS except as specifically permitted herein. 2.4 The parties agree to perform their obligations under this AGREEMENT in strict adherence to the Licensee MarksAccreditation Council for Continuing Medical Education Essentials, Guidelines and Standards for Accreditation of Sponsors of Continuing Medical Education, including the Standards for Commercial Support of Continuing Medical Education and the Standards for Interpreting the Essentials as Applied to Continuing Medical Education Enduring Materials, as well as LICENSOR's own policies and practices designed to ensure compliance with the highest standards of educational integrity and quality, and agrees applicable laws, regulations, rules, and orders (collectively, the "ACCME/BU/Legal Standards"). Without limiting the foregoing, it is understood that it will do nothing inconsistent with LICENSEE’S ownership any commercial funding for the CME PROGRAMS should be in the form of an educational grant made payable to LICENSOR. Should either party be made aware of any actual or potential conflict between any of the Licensed MarksACCME/BU/Legal Standards, and agrees that this AGREEMENT or the arrangements contemplated hereby, such party shall promptly notify the other party and the parties shall negotiate in good faith to modify the AGREEMENT or their arrangements so as to ensure strict adherence to 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 MarksACCME/BU/Legal Standards.

Grant of License. 2.1 LICENSOR hereby grants (a) Subject to LICENSEE and its Affiliates, subject to in accordance with the terms and conditions of this Agreement, an exclusive worldwide licenseBaxter hereby grants (including on behalf of its applicable Subsidiaries) to Baxalta and its applicable Subsidiaries, and Baxalta hereby accepts (including on behalf of its Subsidiaries), a worldwide, non-exclusive, terminable, royalty-free license to use the Trademarks during the Term (as defined herein) solely in connection with right Baxalta Business in a manner consistent with the past practice of sublicensethe Baxalta Business. Notwithstanding anything to the contrary herein, to: Baxalta and its Subsidiaries shall not (i) makeregister domain names that incorporate the Trademarks or use the Trademarks in the address of any social media (e.g., have madeFacebook, use, offer for sale, sell, lease and import products and services covered by Twitter) or incorporating the Licensed Patents; and to similar or successor media or (ii) use the Licensed Marks Trademarks in any trade name, corporate name or “doing business as” name. (b) Subject to and Licensed Works on or in accordance with the terms and conditions of this Agreement, Baxalta hereby grants to Baxter and its Subsidiaries, and Baxter hereby accepts, a worldwide, non-exclusive, sublicensable, assignable (in accordance with Section 7(d) and as set forth below), royalty-free license to use the Baxalta Marks; provided that such license shall be used only in connection with the developmentgood faith performance by Baxter or any of its Subsidiaries (or their applicable subcontractors, operation, distribution and/or promotion sublicensees and assignees) of the GameAncillary Services in accordance with the terms of the Ancillary Agreements. LICENSEE may sublicense Baxter and its Subsidiaries shall, subject to the rights granted herein upon written approval by LICENSORimmediately preceding sentence, 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 Baxalta Marks and Licensed Works on as they may in their good faith judgment determine is necessary or desirable in connection with the development, operation, distribution and/or promotion performance of any of the Game Ancillary Services. Baxter hereby agrees that the Baxalta Marks are owned solely and exclusively by Baxalta in a specific country. LICENSOR shall submit such request to LICENSEE the same manner 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 all respects as Baxalta has agreed 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 Trademarks pursuant to Section 3 below. In addition 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 assignment rights set forth in Section 2.1 above. 2.4 LICENSOR acknowledges that LICENSEE owns all right7(d), title Baxter and interest in its Subsidiaries shall have the right to assign and/or sub-license the foregoing right and license, with the prior written consent of Baxalta (not to be unreasonably withheld), to one or more Third Parties for the sole purpose of performing the Ancillary Services under any Ancillary Agreement (and with Baxter guaranteeing the performance of such Third Party only if and to the Licensee Marksextent provided under the applicable Ancillary Agreement pursuant to which the service is being provided); provided that such Third Party has agreed to comply with the applicable provisions of this Agreement; provided further, that Baxalta’s consent will not be required if Baxter or its applicable Subsidiaries use such Third Party to perform such services in connection with their continuing businesses or to the extent the terms and conditions of the applicable Ancillary Agreement provide for the expectation that a Third Party will perform such services. Baxalta hereby releases and agrees that it will do nothing inconsistent with LICENSEE’S ownership to indemnify and hold harmless Baxter, ▇▇▇▇▇▇’▇ Subsidiaries and their respective officers, directors, employees, stockholders, agents and representatives (collectively, the “Indemnitees”) from and against any and all Liabilities arising out of, or resulting from, ▇▇▇▇▇▇’▇ or any of the Licensed Marks, and agrees that all its Subsidiaries’ use of the Licensee Baxalta Marks shall inure during the term(s) of the Ancillary Agreements, except to the benefit extent of any Liability that is an express obligation of Baxter or any of its Subsidiaries under the terms of the Ancillary Agreement pursuant to which such Liability arises (as though this Agreement were a part of such Ancillary Agreement). For the avoidance of doubt, all limitations on liability and be on behalf related provisions of LICENSEEthe applicable Ancillary Agreement pursuant to which a claim or Liability against Baxter or any of its Subsidiaries hereunder arises shall apply equally to this Agreement as though this Agreement were part of (and only included in) the Ancillary Agreement under which Baxter or its Subsidiaries is performing the Ancillary Services with the use of the Baxalta Marks. LICENSOR agrees that nothing The indemnification described in this Section 1(b) shall be the sole and exclusive monetary remedy against the Indemnitees in connection with or arising pursuant to this Agreement shall give LICENSOR any right, title or interest otherwise in connection with the Licensed Markslicense granted to Baxter and its Subsidiaries of the Baxalta Marks hereunder.

Grant of License. 2.1 License During the term of this Agreement, LICENSOR hereby grants LICENSEE a non-exclusive right and license to use (a) all of the Technical Information, if any, (subject to Section 8.1 hereof), furnished by LICENSOR pursuant to this Agreement, and (b) any invention claimed in (i) any of the unexpired patents now or hereafter listed on Schedule A attached hereto or (ii) unexpired patents which issue from pending patent applications now or hereafter listed in Schedule A, and any continuations, continuations-in-part, divisions, reissues, reexaminations, or extensions thereof to (a) laminate Light Valve Film obtained by LICENSEE from suppliers of such Light Valve Film authorized to supply such Light Valve Film to LICENSEE, and to provide such Laminated Light Valve Film solely to an Authorized User in the Authorized User's permitted territory and for the applications specified and purpose permitted on Schedule B hereof and (b) carry out the testing, evaluation, development and other activities more particularly described in Section 4.1. The license granted pursuant to this Section 2.1 shall be royalty-free to LICENSEE and its Affiliatespermitted sublicensees hereunder. By virtue of the disclosure of Technical Information and training, subject if any, provided by LICENSOR under this Agreement, all Laminated Light Valve Film sold, leased or otherwise disposed of by or for LICENSEE hereunder shall be deemed to have been manufactured at least in part using the Technical Information provided by LICENSOR. The foregoing license is only a license with respect to the lamination and disposition of Laminated Light Valve Film and nothing contained in this Agreement shall permit LICENSEE to make, sell, use or otherwise dispose of other Light Valve products, including Light Valves and Light Valve Film and components thereof. 2.2 No Other Rights LICENSEE agrees that, except for the specific licenses granted to it under Section 2.1 hereof, LICENSEE has not acquired any rights or licenses under this Agreement to use Light Valves or Light Valve Film or any components thereof made by or for LICENSEE pursuant to this Agreement. 2.3 Sublicenses LICENSEE shall have the right to grant non-exclusive sublicenses to any wholly-owned and controlled subsidiary of LICENSEE, whose obligations to LICENSOR hereunder LICENSEE hereby guarantees, and which acknowledges to LICENSOR in writing that it wishes to become a sublicensee hereunder prior to doing so and agrees to be bound by the terms and conditions of this Agreement, an exclusive worldwide license, with right of sublicense, to: . All sublicenses shall (i) makebe non-exclusive, have made, use, offer for sale, sell, lease and import products and services covered by or incorporating the Licensed Patents; and to (ii) use shall terminate with the Licensed Marks termination of the rights and Licensed Works licenses granted to LICENSEE under Section 2.1 hereof, and be otherwise limited in accordance with the limitations and restrictions which are imposed on the rights and licenses granted to LICENSEE hereunder, (iii) contain confidentiality provisions no less protective than those contained in Section 12.1 hereof, and (iv) shall contain such other terms, conditions, and licenses as are necessary to enable LICENSEE to fulfill its obligations hereunder. LICENSEE shall send LICENSOR a copy of every sublicense agreement or other agreement entered into by LICENSEE in connection with the development, operation, distribution and/or promotion a sublicense hereunder within thirty (30) days of the Gameexecution thereof. 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 terminate 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 sublicense if there is any right, title or interest change in the Licensed Subject Matter, other than the license as set forth in Section 2.1 aboveownership or control of a sublicensee. 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), the exclusive license granted in this Clause 1.1 is subject to Novartis and its Affiliates retaining the 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 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 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.