Common use of Grant of License Clause in Contracts

Grant of License. Canopy hereby grants to the Licensee the non-exclusive, royalty-free license and right to use the Intellectual Property, Systems and Trademarks in the Territory solely for the purposes specified in Section 4 hereof and in accordance with the terms of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canada.

Grant of License. Canopy Licensor hereby grants to Licensee a nonexclusive license for the Licensee term of this Agreement (or such shorter period as provided in the non-exclusive, royalty-free license and right proviso hereto) to use the Intellectual Propertytechnology used to manufacture the Proprietary Binder Material, Systems and Trademarks the copy of the Formula delivered in escrow pursuant to Section 4.7, to manufacture the Territory solely Proprietary Binder Material in sufficient quantities to operate the Facility to full capacity, and such technology shall be deemed "Coal Briquetting Technology" for the purposes specified of this Agreement; provided, however, that Licensee shall not be permitted to use, and Licensee agrees that it shall not use, such license unless and until Licensor has given notice to Licensee of its inability to deliver the Proprietary Binder Material to Licensee (which Licensor shall give to Licensee not less than ninety (90) days before its ability to deliver the Proprietary Binder Material to Licensee will be interrupted or terminated for any reason, including Licensor's insolvency, bankruptcy or liquidation) or, in the absence of such notice, the actual failure by Licensor to deliver the Proprietary Binder Material to Licensee for at least ten (10) days after Licensee gives written notice of non-delivery to Licensor. Upon the occurrence of the events described in the immediately proceeding proviso, Licensor agrees to coordinate and arrange for, and does hereby authorize and permit, Licensee, its sublicensees or assignees, to purchase the Proprietary Binder Material directly from Licensor's binder manufacturing or vendor sources. The license granted to Licensee under this Section 4 hereof shall cease (subject to reinstatement upon the reoccurrence of the events contemplated above) and in accordance with sales of Proprietary Binder Material under the terms of this Amended & Restated AgreementAgreement shall be reinstated, provided thatin each case, notwithstanding the foregoing, following the Acquisition Effective Time on a date not less than ninety (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (6090) days following after Licensor gives notice to Licensee, together with evidence reasonably satisfactory to Licensee, that Licensor is able to deliver the end of each calendar quarterProprietary Binder Material to Licensee in accordance with this Agreement. Any and all amounts expressed as being No additional fee or royalty shall be payable to Licensor in connection with the license granted pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee Section and Licensor shall be responsible for any additional out-of-pocket costs incurred by Licensee in connection with the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect production of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable Proprietary Binder Material pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and CanadaSection.

Grant of License. Canopy hereby grants Mortgagee confers upon Mortgagor a revocable license (“License”) to collect and retain the Payments as they become due and payable, until the occurrence of a Default (as hereinafter defined). Upon a Default, the License shall be automatically revoked and Mortgagee may collect and apply the Payments pursuant to the Licensee terms hereof without notice and without taking possession of the non-exclusive, royalty-free license and right to use the Intellectual Property, Systems and Trademarks in the Territory solely . All Payments thereafter collected by Mortgagor shall be held by Mortgagor as trustee under a constructive trust for the purposes specified in Section 4 hereof benefit of Mortgagee. Mortgagor hereby irrevocably authorizes and in accordance directs the Tenants under the Leases to rely upon and comply with the terms of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement any notice or demand by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible Mortgagee for the payment to CanopyMortgagee of any rental or other sums which may at any time become due under the Leases, or for the performance of any of the Tenants’ undertakings under the Leases, and the Tenants shall pay have no right or cause duty to inquire as to whether any Default has actually occurred or is then existing. Mortgagor hereby relieves the Tenants from any liability to Mortgagor by reason of relying upon and complying with any such notice or demand by Mortgagee. Mortgagee may apply, in its sole discretion, any Payments so collected by Mortgagee against any Secured Obligation or any other obligation of Mortgagor or any other person or entity, under any document or instrument related to or executed in connection with the Loan Documents, whether existing on the date hereof or hereafter arising. Collection of any Payments by Mortgagee shall not cure or waive any Default or notice of Default or invalidate any acts done pursuant to such notice. If and when no Default exists, the License shall be deemed to be paid to Canopyre-conferred upon Mortgagor by Mortgagee, without any salesfurther act or deed, value-added or similar tax or other tax that is not a withholding or income tax in respect until the occurrence of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canadaanother Default.

Grant of License. Canopy Obligor hereby grants to the Licensee the Lender an irrevocable, non-exclusiveexclusive license (exercisable without payment of royalty or other compensation to Obligor) to use, royalty-free license and right or sublicense any patents, trademarks, copyrights, or other licenses with respect to use the Intellectual Property, Systems and Trademarks in the Territory solely for the purposes specified in Section 4 hereof and in accordance with the terms any of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following now owned or licensed or hereafter acquired or licensed by Obligor, wherever the Acquisition Effective Time (same may be located throughout the world, for such term or terms, on such conditions and in such manner as defined in the Arrangement AgreementLender shall reasonably determine, whether general, special or otherwise, based upon a commercially reasonable standard for such license(s), and including in such license reasonable access to all media in which any of the Licensee licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. Notwithstanding the foregoing, the use of such license or sublicense by Lender shall pay to Canopy a royalty only be exercised, at the rate option of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] Lender, after the occurrence of Royalty Revenuean Event of Default, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed in a commercially reasonable manner as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: follows: (a) Lender shall implore substantially similar standards of screening, quality control and protection over Obligor’s patents, trademarks, and copyrights with respect to any proposed license as established by Obligor with respect to Obligor’s brand and intellectual property and as used by Obligor in the Licensee shall notify Canopy ordinary course of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; business; (b) any actions taken by Lender shall be reasonably proportionate to the Licensee shall paynature of the default, or cause to be paidthe sum due on the obligations, any such withholding tax before and the date on which penalties attach thereto, if value of the liability to pay is imposed on royalty payments to Canopy; proposed license(s); and (c) Lender shall make reasonable efforts to consult with Obligor to achieve the extent that the amount foregoing, and upon repayment in full of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) all owing and Licensee or its assignees, would have applied (“Excess Withholding Amount”)outstanding Obligations, the royalty payable license granted to Lender hereunder shall terminate in full. Provided that Lender is in compliance with the foregoing, then any license, sublicense or other transaction entered into by the Licensee Lender in accordance herewith shall be increased to the extent necessary to ensure that, after the making binding upon Obligor notwithstanding any subsequent cure of the deduction, withholding or payment an Event of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and CanadaDefault.

Grant of License. Canopy a. Subject to the terms and conditions hereinafter set forth, NYU hereby grants to Cell-Matrix and Cell-Matrix hereby accepts from NYU the Licensee License. The License is subject to (i) the right of NYU to use and to permit other non-exclusive, royalty-free license and right commercial entities to use the Intellectual PropertyNYU Technology for non-commercial educational and research purposes only, Systems and Trademarks in (ii) the Territory solely for rights of the purposes specified in Section 4 hereof and in accordance with U.S. Government. Permission to use the terms of this Amended & Restated AgreementNYU Technology shall only be granted to non-commercial entities by NYU under a written agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment copy of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment provided by NYU to Canopy, and shall pay or cause to be paid to Canopy, any sales, valueCell-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) Matrix as soon as practicable after the due 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 payment first commercial sale in such country or until the expiration date of any withholding tax which it is required 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 Section 2(b) above to pay, the Licensee shall deliver Canopy the original or Cell-Matrix under a certified copy of a receipt issued by such Governmental Authority evidencing such paymentwritten agreement, a copy of which shall be provided by Cell-Matrix to NYU as soon as practicable after the return reporting such payment or other evidence satisfactory signing thereof. Each sublicense granted by Cell-Matrix hereunder shall be subject and subordinate to Canopy the terms and conditions of such deduction, withholding or payment this License Agreement and shall contain (inter-alia) the following provisions: (1) the sublicense shall expire automatically on the termination of the remittance thereof License; (2) the sublicense shall not be assignable, in whole or in part; (3) the sublicensee shall not grant further sublicenses; and (4) both during the term of the sublicense and thereafter the sublicensee shall agree to the relevant Governmental Authority. If Canopy is entitled a confidentiality obligation similar to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested imposed on Cell-Matrix in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental AuthoritySection 9 below, and that is reasonably requested in writing by the Licenseesublicensee shall impose on its employees, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for both during the terms of their employment and thereafter, a similar undertaking of confidentiality; and (5) the tax treaty between sublicense agreement shall include the United States text of Sections 11 and Canada12 of this Agreement and shall state that NYU is an intended third party beneficiary of such sublicense agreement for the purpose of enforcing such indemnification and insurance provisions.

Grant of License. Canopy hereby Sage (“Sage” and other capitalized terms are defined below) grants to the Licensee the You a limited, non- exclusive, non-exclusive, royalty-free license and right to use the Intellectual Property, Systems and Trademarks in the Territory solely for the purposes specified transferable (except as set forth in Section 4 hereof and in accordance with the terms of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement3b below), non-sublicensable license of the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty scope described in this SectionAgreement to Use the Software only upon the following conditions: a. You or someone acting on Your behalf and at Your direction, shall not include taxes, duties such as Your Reseller has or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2will: (a1) the Licensee shall notify Canopy of any Place an order with Sage for either an initial license or an upgrade (such requirement or any change in any as for more users, additional modules, etc.), and Sage has accepted such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount order and Enabled Use of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been requiredSoftware; and (d2) as soon as practicable Accepted all of the terms and conditions of this Agreement either before or during installation of the Program. YOU WILL INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT AND ALL OF ITS TERMS AND CONDITIONS BY DOING ONE OR MORE OF THE FOLLOWING OR ALLOWING OR AUTHORIZING A THIRD PARTY TO DO IT FOR YOU: (a) CLICKING "I AGREE" OR A SIMILAR AFFIRMATION, AS APPLICABLE, THAT APPEARS DURING INSTALLATION OF THE PROGRAM, OR (b) USING THE PROGRAM. b. IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT (IN ITS ENTIRETY AND WITHOUT CHANGE TO OR ADDITION TO ITS TERMS AND CONDITIONS), THEN YOU DO NOT HAVE A LICENSE TO USE THE SOFTWARE. c. If You acquire an On-Premise Subscription License, You may Use the Software only for the subscription period for which Sage has received Your On-Premise Subscription License fee. d. If You purchase an On-Premise License, You may Use the Software only if You pay the required On-Premise License fee or fees when due. e. If You access the Software under an Evaluation License prior to Your purchase of an On-Premise Subscription License or an On-Premise License, You acknowledge and agree that (i) You shall Use the Software only for evaluation purposes before purchasing an On-Premise Subscription License or an On-Premise License to determine if the Software is suitable for Your business, (ii) the Software may be Used and/or operable only for a limited time, (iii) the Software is provided “AS IS” with no express or implied warranties, and (iv) upon expiration of the Evaluation License, Sage is under no obligation to return to You data You have entered into, that is processed by or is stored in the Software and it may become irretrievable, unrecoverable and/or otherwise unusable by You after the due date of payment of any withholding tax which it is required by Section 2(b) above to payevaluation period ends. Subsections 6a, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority6b, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments 6c of this Agreement do not apply to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and CanadaEvaluation Licenses.

Grant of License. Canopy hereby grants 1.1 In consideration of the mutual promises and conditions set out in this Agreement, and subject to the Licensee the non-exclusive, royalty-free license and right to use the Intellectual Property, Systems and Trademarks in the Territory solely for the purposes specified in Section 4 hereof and in accordance with the terms of this Amended & Restated Agreement, provided thatLicensor hereby grants, notwithstanding or hereby procures the foregoinggrant by the relevant Affiliate of Licensor, following to Licensee, with effect from the Acquisition Effective Time Date, a royalty-free, assignable (as defined in the Arrangement Agreementaccordance with Clause 15.2 (Assignment by Licensee)), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty sub-licensable (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, valueaccordance with Clause 2 (Sub-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2:licenses)) (a) and, subject to Clause 1.3, exclusive license during the Licensee shall notify Canopy Transitional License Term (subject to earlier termination of any such requirement or any change this Agreement in any such requirement as soon as it becomes aware of it as soon as practicableaccordance with Clause 10 (Termination)) to use the Transitionally Licensed IP Rights (other than the Licensed Corporate Names) for the Transitional License Purpose; (b) and Non-exclusive license during the Licensee shall pay, or cause Transitional License Term (subject to be paid, any such withholding tax before earlier termination of this Agreement in accordance with Clause 10 (Termination)) to use the date on which penalties attach thereto, if Licensed Corporate Names for the liability to pay is imposed on royalty payments to Canopy;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 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 making, using, selling, offering for sale, importing and otherwise Commercialising the Alcon Products in the Shared Licensed Field. 1.2 Licensee acknowledges that to the extent that the amount licenses granted under Clause 1.1 includes jurisdictions in the Territory in which Licensor has not registered any of the withholding tax that actually is required Licensed IP Rights, Licensor licenses only its unregistered right, title and interest in the Licensed IP Rights (if any). 1.3 The licenses granted to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee under Clause 1.1 shall be increased subject to any rights granted by Licensor and its Affiliates to any Third Party in relation to the extent necessary Transitionally Licensed IP Rights and the Perpetually Licensed IP Rights before the Effective Date. 1.4 Subject to ensure 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, after it shall, unless otherwise agreed, use a short-form license confirming the making key terms of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment this Agreement applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authoritylicense(s) in a form mutually agreed by Licensor and Licensee. If Canopy 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 entitled made by Licensee (or any Affiliate of Licensee) at any intellectual property registry in the Territory. 1.5 Licensee hereby grants, and agrees, as applicable, to cause its Affiliates to grant, to Licensor an exemption from irrevocable power of attorney, on behalf of Licensee or reduction such applicable Affiliate, for the sole purpose of withholding tax executing the cancellation of any recordal of a license granted under Clause 1.1 in any relevant intellectual property registry in the Territory upon termination of this Agreement. 1.6 The Parties acknowledge and agree that certain rights, including with respect to payments made under this Amended & Restated Agreement Canopy shall delivercertain Licensed IP Rights, have been granted by the Licensor to the extent that Canopy is legally entitled Licensee pursuant to do so, to Exhibit 9 (Shared Moulds) of the Licensee, at Manufacturing and Supply Agreement in connection with the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice use of any Governmental AuthorityShared Moulds, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the relevant rights and obligations set out in that Exhibit shall govern the use of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and CanadaShared Moulds.

Grant of License. Canopy hereby grants Lender confers upon Grantor a revocable license (“License”) to collect and retain the Payments as they become due and payable, until the occurrence of a Default (as hereinafter defined). Upon a Default, the License shall be automatically revoked and Lender may collect and apply the Payments pursuant to the Licensee terms hereof without notice and without taking possession of the non-exclusive, royalty-free license and right to use the Intellectual Property, Systems and Trademarks in the Territory solely . All Payments thereafter collected by Grantor shall be held by Grantor as trustee under a constructive trust for the purposes specified in Section 4 hereof benefit of Lender. Grantor hereby irrevocably authorizes and in accordance directs the Tenants under the Leases to rely upon and comply with the terms of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement any notice or demand by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible Lender for the payment to CanopyLender of any rental or other sums which may at any time become due under the Leases, or for the performance of any of the Tenants’ undertakings under the Leases, and the Tenants shall pay have no right or cause duty to inquire as to whether any Default has actually occurred or is then existing. Grantor hereby relieves the Tenants from any liability to DEED OF TRUST (VIRGINIA) ▇▇▇▇▇ Fargo/▇▇▇▇ Properties/Cracker Barrel Loan ▇▇. ▇▇-▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇. ▇▇▇ Grantor by reason of relying upon and complying with any such notice or demand by Lender. Lender may apply, in its sole discretion, any Payments so collected by Lender against any Secured Obligation or any other obligation of Grantor or any other person or entity, under any document or instrument related to or executed in connection with the Loan Documents, whether existing on the date hereof or hereafter arising. Collection of any Payments by Lender shall not cure or waive any Default or notice of Default or invalidate any acts done pursuant to such notice. If and when no Default exists, the License shall be deemed to be paid to Canopyre-conferred upon Grantor by Lender, without any salesfurther act or deed, value-added or similar tax or other tax that is not a withholding or income tax in respect until the occurrence of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canadaanother Default.

Grant of License. Canopy hereby grants 1.1 In consideration of the mutual promises and conditions set out in this Agreement, and subject to the Licensee the non-exclusive, royalty-free license and right to use the Intellectual Property, Systems and Trademarks in the Territory solely for the purposes specified in Section 4 hereof and in accordance with the terms of this Amended & Restated Agreement, provided thatLicensor hereby grants, notwithstanding or hereby procures the foregoinggrant by the relevant Affiliate of Licensor, following to Licensee, with effect from the Acquisition Effective Time Date, a royalty-free, assignable (as defined in the Arrangement Agreementaccordance with Clause 15.2 (Assignment by Licensee)), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty sub-licensable (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, valueaccordance with Clause 2 (Sub-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2:licenses)) (a) and, subject to Clause 1.3, exclusive license during the Licensee shall notify Canopy Transitional License Term (subject to earlier termination of any such requirement or any change this Agreement in any such requirement as soon as it becomes aware of it as soon as practicableaccordance with Clause 10 (Termination)) to use the Transitionally Licensed IP Rights (other than the Licensed Corporate Names) for the Transitional License Purpose; (b) and Non-exclusive license during the Licensee shall pay, or cause Transitional License Term (subject to be paid, any such withholding tax before earlier termination of this Agreement in accordance with Clause 10 (Termination)) to use the date on which penalties attach thereto, if Licensed Corporate Names for the liability to pay is imposed on royalty payments to Canopy;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 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 making, using, selling, offering for sale, importing and otherwise Commercialising the Novartis Products in the Shared Licensed Field. 1.2 Licensee acknowledges that to the extent that the amount licenses granted under Clause 1.1 includes jurisdictions in the Territory in which Licensor has not registered any of the withholding tax that actually is required Licensed IP Rights, Licensor licenses only its unregistered right, title and interest in the Licensed IP Rights (if any). 1.3 The licenses granted to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee under Clause 1.1 shall be increased subject to any rights granted by Licensor and its Affiliates to any Third Party in relation to the extent necessary Transitionally Licensed IP Rights and the Perpetually Licensed IP Rights before the Effective Date. 1.4 Subject to ensure 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, after it shall, unless otherwise agreed, use a short-form license confirming the making key terms of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment this Agreement applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authoritylicense(s) in a form mutually agreed by Licensor and Licensee. If Canopy 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 entitled made by Licensee (or any Affiliate of Licensee) at any intellectual property registry in the Territory. 1.5 Licensee hereby grants, and agrees, as applicable, to cause its Affiliates to grant, to Licensor an exemption from irrevocable power of attorney, on behalf of Licensee or reduction such applicable Affiliate, for the sole purpose of withholding tax executing the cancellation of any recordal of a license granted under Clause 1.1 in any relevant intellectual property registry in the Territory upon termination of this Agreement. 1.6 The Parties acknowledge and agree that certain rights, including with respect to payments made under this Amended & Restated Agreement Canopy shall delivercertain Licensed IP Rights, have been granted by the Licensor to the extent that Canopy is legally entitled Licensee pursuant to do so, to Exhibit 9 (Shared Moulds) of the Licensee, at Manufacturing and Supply Agreement in connection with the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice use of any Governmental AuthorityShared Moulds, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the relevant rights and obligations set out in that Exhibit shall govern the use of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and CanadaShared Moulds.

Grant of License. Canopy (a) Quadrivium hereby grants to LaserSight and its Affiliated Companies (as defined herein) during the Licensee Term a world-wide, exclusive right and license to exploit the nonLicensed 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-exclusivein-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 Effective Date, royalty-free any of Quadrivium, or its members, officers, agents or affiliates is issued a new patent or receives a license and 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 use notify Quadrivium in writing that it intends to add such patent to the Intellectual Propertylist of Licensed Patents on Schedule A hereto. If LaserSight elects to add such patent to the list of Licensed Patents, Systems and Trademarks the patent will be included in the Territory solely 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 purposes specified execution of this Agreement, Quadrivium shall promptly disclose in writing and 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 be promptly disclosed in writing to LaserSight by Quadrivium revising Schedule B and providing a copy of such schedule to LaserSight, and once such items are so disclosed, such items shall be deemed part of the Licensed Technology owned by Quadrivium and licensed by LaserSight under this Agreement. If LaserSight disagrees that items disclosed in accordance with this Section 4 hereof and 3(c) directly relate to PTK, then such dispute shall be resolved in accordance with the terms dispute resolution procedures described in Section 4(b) of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and. (d) Quadrivium further grants to LaserSight and any of its Affiliated Companies the right to sublicense the Licensed Technology to Users (as soon as practicable after defined herein) under the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canadaexclusive license granted hereunder.

Grant of License. Canopy (a) For purposes of enabling the Collateral Agent to exercise rights and remedies under this Agreement each Assignor hereby grants to the Licensee Collateral Agent and its agents, representatives and designees: (i) an irrevocable, nonexclusive, royalty free license, rent-free license and rent-free lease (which will be binding on any successor or assignee of such Assignor) to, after the occurrence and during the continuance of an Event of Default have access to and use all of such Assignor’s Real Property (including the buildings and other improvements thereon), Equipment and fixtures (whether or not considered Real Property); and (ii) under any Assignor Intellectual Property Rights, subject to the limitations set forth below, an irrevocable, non-exclusive, royaltyroyalty free, paid-free license up, sublicensable (solely as necessary for Collateral Agent to exercise its rights hereunder and right to use the Intellectual Property, Systems and Trademarks in the Territory solely not for the purposes specified in Section 4 hereof independent or unrelated use of any third party) license, for the sole purpose of operating such Assignor’s Business, including completing the production of Inventory and selling the same, in accordance with this Agreement. Collateral Agent hereby agrees to take all commercially reasonable actions in connection with its exercise of such license to protect such Assignor’s rights and interest in such Intellectual Property Rights. To the terms extent Collateral Agent exercises the foregoing license with respect to Assignor’s Trademarks, (i) all goodwill arising from such use shall inure to the sole benefit of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time Assignor and (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60ii) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, Collateral Agent shall not include taxes, duties or any other governmental levies, use the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax Trademarks in a manner that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax detracts from the payment of a royalty described in this Section 2: (a) goodwill associated therewith. Collateral Agent shall take all reasonable steps under the Licensee shall notify Canopy of circumstances to protect any such requirement confidential information or any change in any such requirement as soon as it becomes aware of it as soon as practicable;trade secrets licensed hereunder. (b) Except as provided above, the Licensee Collateral Agent shall paynot have any liability to Assignor in connection with its exercise of the foregoing licenses, other than liability which is the direct result of the Collateral Agent’s gross negligence or cause to be paidwillful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable decision), for the purpose of (i) arranging for and effecting the sale, distribution or other disposition of Collateral located on any such withholding tax before Real Property, including the date on manufacture, production, completion, packaging, advertising, distribution and other preparation of such Collateral (including, without limitation, work-in-process, raw materials and complete Inventory) for sale, distribution or other disposition, (ii) selling Collateral (by public auction, private sale, going out of business sale or similar sale, whether in bulk, in lots or to customers in the ordinary course of business or otherwise and which penalties attach theretosale may include augmented Inventory of the same type sold in any Assignor’s business), if (iii) storing or otherwise dealing with the Collateral, (iv) collecting all Accounts and copying, using and preserving any and all information relating to the Collateral, and (v) otherwise dealing with the Collateral as part of the exercise of any rights or remedies provided to the Collateral Agent hereunder or under the other Credit Documents, in each case without the interference by any Assignor or any other Subsidiary of the Company and without incurring any liability to pay any Assignor or any other Subsidiary of the Company, except any liability which is imposed on royalty payments to Canopy;the direct result of the Collateral Agent’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (c) Each Assignor will, and will cause each of its Subsidiaries to, cooperate with the Collateral Agent and its agents, representatives and designees in allowing the Collateral Agent to exercise the foregoing rights. To the extent that any asset of any Assignor in which the amount of the withholding tax that actually Collateral Agent has access or use rights as provided above is required to be withheld exceeds sold or otherwise disposed of after the amount occurrence and during the continuance of the withholding tax that would have been withheld an Event of Default, such Assignor shall, if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable requested by the Licensee Collateral Agent in writing, cause the buyer to agree in writing to be subject to, and comply with the terms of, this Section 1.2. The Collateral Agent shall be increased have the right to the extent necessary bring an action to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable enforce its rights under this Section 2)1.2, Canopy receives on including, without limitation, an action seeking possession of the due date applicable Collateral and/or specific performance of this Section 1.2. If the grant of the above leases and licenses by an Assignor would breach any agreement with a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to paythird party, the Licensee affected Assignor shall deliver Canopy promptly notify the original or a certified copy of a receipt issued by Collateral Agent in writing. In such Governmental Authority evidencing such paymentevent, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment above leases and of the remittance thereof licenses shall be deemed effective to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliverfullest extent permitted without causing such a breach, to the extent that Canopy is legally entitled to do so, to the Licenseeand, at the time or times reasonably requested in writing by Collateral Agent’s request, the Licensee, such properly completed affected Assignor shall use commercially reasonable efforts to obtain all third-party consents required to effect fully the above leases and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirementslicenses. The Parties hereby agree to make affected Assignor shall pay all reasonable out-of-pocket expenses in connection with obtaining any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canadasuch consents.

Grant of License. Canopy (a) Licensor hereby grants to Licensee an exclusive license to make, have made, and sell Licensed Products throughout the world. This license is not transferrable by Licensee, but Licensee shall have the non-exclusive, royalty-free license and right to use the Intellectual Propertygrant written sublicenses hereunder, Systems and Trademarks provided that: (i) Licensee shall include all sales of Licensed Products by its sublicensees in the Territory solely for the purposes specified Licensee reports to Licensor, as provided in Section 4 hereof 6 hereof, and in accordance with Licensee shall pay royalties thereon to Licensor as though all such sales were by Licensee hereunder; (ii) Any such sublicense shall not be on any terms less favorable to Licensor than the terms of this Amended & Restated Agreement, provided thatand any such sublicense shall be terminable, notwithstanding the foregoingat Licensor's option, following the Acquisition Effective Time with termination of this Agreement; and (as defined in the Arrangement Agreement), the iii) Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable furnish Licensor within sixty thirty (6030) days following of the end execution thereof, a true and complete copy of each calendar quarter. Any sublicense and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licenseeany changes or additions thereto, which and shall assume full responsibility for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility 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 Licensee. For greater certaintycost of any sublicense fees required pursuant to, or as a condition precedent of, any such sublicense and will reimburse the Licensee shall be party responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described such sublicense fee for one-half (1/2) of such fees. All such sublicenses must be in this Section 2: (a) form and substance acceptable to the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable;Licensor. (b) The exclusive license shall continue until the Licensee shall paylater of (i) the expiration of any Patent that issues from the Patent Application, or cause to be paid(ii) the expiration of any Patent that issues on an Improvement, any such withholding tax before and (iii) twenty (20) years from the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy;of this Agreement. (c) to In the extent event that the amount Licensor shall develop an Improvement during the term of the withholding tax that actually is required this Agreement, such Improvement shall be owned by Licensor and shall be deemed to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable "Subject Technology" under this License Agreement. Licensee agrees to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable execute any document reasonably requested by the Licensee shall be increased Licensor to the extent necessary to ensure that, after the making of the deduction, withholding or payment reflect and/or confirm Licensor's ownership of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; andImprovement. (d) as soon as practicable after In the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, event that the Licensee shall deliver Canopy develop an Improvement during the original or a certified copy term of a receipt issued this Agreement, such Improvement shall be owned by such Governmental Authority evidencing such paymentLicensee, a copy of the return reporting such payment or other evidence satisfactory but shall otherwise be deemed to Canopy be "Subject Technology" under this License Agreement. Licensor agrees to execute any document reasonably requested by Licensee to reflect and/or confirm Licensee's ownership of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and CanadaImprovement.

Grant of License. Canopy a) SMG hereby grants Licensee, upon the terms and conditions hereinafter expressed, a license to use those areas of the Facility described on Exhibit A attached hereto (the “Authorized Areas”), including all parking areas controlled by SMG, improvements, furniture, fixtures, easements, rights of ingress and egress, and appurtenances thereto, during the dates and times set forth on Exhibit A (each such date and time, an “Event”) (the “License”). It is expressly understood by the parties hereto that the Facility shall be vacated by Licensee and all persons participating in or attending an Event hereunder on or prior to the end-time of the last Event listed on Exhibit A hereto (the “Expiration Time”) and, as such, Licensee shall arrange to have all Events and activities related thereto cease within a reasonable time prior to the non-exclusive, royalty-free license and right Expiration Time to allow ample time for the Facility to be completely vacated on or prior to the Expiration Time. b) In the event Licensee desires to use the Intellectual Property, Systems and Trademarks in the Territory solely for the purposes specified in Section 4 hereof and in accordance with the terms of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties Authorized Areas or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility portion of the Licensee. For greater certaintyFacility at any time other than during the dates and times delineated on Exhibit A, the Licensee shall be responsible for the payment request from SMG prior written permission to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect use such areas of the royalty described in this SectionFacility. In the event such permission is granted, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, as additional License Fee, an amount equal to the sum of SMG’s actual costs for performing its obligations under this Agreement during the date(s) and time(s) requested plus an amount determined by SMG to represent a fair value for use of such additional areas of the Facility during such date(s) and time(s). c) Licensee acknowledges that, in connection with SMG’s management and operation of the Facility, SMG utilizes the services of certain third-party independent contractors (the “Third-Party Contractors”). Licensee hereby agrees that SMG shall not be responsible in any way for the acts and/or omissions of any one or cause all of the Third-Party Contractors. d) The Facility is to be paid, any such withholding tax before used solely for the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount purpose of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) “Event” and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had for no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canadapurpose whatsoever.

Grant of License. Canopy hereby grants The Mortgagee confers upon the Leasehold Mortgagor and the Fee Mortgagor a revocable license (hereinafter referred to as the “License”) to exercise the rights as landlord or owner under the Leases and to collect and retain the Payments as they become due and payable, for so long as no “Event of Default” (as such term is defined in the Note or any of the other Loan Documents) exists. Upon the occurrence of an Event of Default, the License shall be automatically revoked and, from and after the occurrence of such Event of Default, the Mortgagee may collect and apply the Payments pursuant to Section 6.4 hereof without any notice to the Licensee Leasehold Mortgagor and/or the non-exclusiveFee Mortgagor and without taking possession of the Mortgaged Premises. At such time, royalty-free license if at all, as such Event of Default is waived by the Mortgagee (if the Mortgagee, in its sole and right absolute discretion, agrees in writing to use waive said Event of Default) or if the Intellectual Propertycure of said Event of Default shall have been accepted in writing by the Mortgagee, Systems as determined by the Mortgagee in its sole and Trademarks absolute discretion, the License shall be reinstated on the terms contained in this Mortgage. The Leasehold Mortgagor and the Territory solely for Fee Mortgagor hereby irrevocably authorize and direct the purposes specified in Section 4 hereof lessees under the Leases to rely upon and comply with any written notice or demand by the Mortgagee in accordance with the terms of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible Mortgage for the payment to Canopythe Mortgagee of any rental or other sums which may at any time become due under the Leases, or for the performance of any of the lessees’ undertakings under the Leases, and the lessees shall pay have no right or cause duty to be paid inquire as to Canopywhether any Event of Default has actually occurred or is then existing hereunder. The Leasehold Mortgagor and the Fee Mortgagor hereby relieve the lessees from any liability to the Leasehold Mortgagor or the Fee Mortgagor, as applicable, by reason of relying upon and complying with any sales, value-added such notice or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement demand by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and CanadaMortgagee.

Grant of License. Canopy 2.1 Subject to the terms and provisions set forth in this Agreement, each Licensor hereby grants to each Licensee as of the Effective Date, and each Licensee hereby accepts, a license in and to the non-exclusiveapplicable Licensed IP, royalty-free 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 right to use the all Intellectual Property, Systems 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 Trademarks 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 Territory solely for terms of this Agreement, including with respect to the purposes specified granting of rights in Section 4 hereof 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 To the extent that any Licensed IP subject to License A (but excluding any CEOC Specific IP) is used by the applicable Licensor pursuant to a license from a third party (a “Third Party License”) and such Third Party License restricts the further sublicensing of such Intellectual Property in accordance with the terms of this Amended & Restated AgreementLicense A, provided thatthen such Licensor hereby grants to Services Co. the right to direct and control any and all of the applicable Licensor’s actions and decisions with respect to such Third Party License, notwithstanding subject to the foregoingapplicable Licensor’s review and approval of such actions, following such approval not to be unreasonably withheld, conditioned or delayed. 2.6 For the Acquisition Effective Time (as defined in the Arrangement Agreement)avoidance of doubt, the Licensee Parties agree and acknowledge that the Licenses contemplated hereunder shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: no way limit (a) the Licensee shall notify Canopy of any such requirement or any change each Licensor’s right, title and interest in any such requirement as soon as it becomes aware of it as soon as practicable; and to its respective owned Intellectual Property, and (b) except in the Licensee shall paycase of License G and License H, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount each Licensor’s use of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canadarespective Licensed IP.

Grant of License. Canopy 2.1. NTUitive hereby grants to Licensee, and Licensee accepts, subject to the Licensee the non-terms and conditions hereof, an exclusive, royalty-free license under the Licensed Technology during the Term to develop, make, have made, import into, export from, offer for sale, sell and right have sold Licensed Products in the Field of Application in the Territory, and to use the Intellectual PropertyLicensed Technology for such purpose. This license will extend to Affiliates present and future, Systems of Licensee who notify NTUitive in writing that they accept the terms, including the obligations, of this Agreement respecting such license. 2.2. Licensee will further have the right to grant sub-licenses of the Licensed Technology under this Agreement to any person, subject to the following: (a) Licensee will be responsible for its Sub-Licensees and Trademarks in the Territory solely for the purposes specified in Section 4 hereof and in accordance will not grant any rights which are inconsistent with the terms rights granted to and obligations of Licensee hereunder and at royalty rates not less than those required to be paid under Clause 5 of this Amended & Restated Agreement. (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. (c) Each Sub-License granted by Licensee will include an audit right by NTUitive of the same scope as provided in Clause 6.1(b) hereof with respect to Licensee. (d) Licensee will at all times indemnify and keep indemnified NTUitive against all or any costs, provided thatclaims, notwithstanding damages or expenses incurred by NTUitive, or for which NTUitive may become liable, as a result of the foregoingdefault or negligence of any Sub-Licensee. (e) Upon the termination of this Agreement under Clause 13, following NTUitive will have the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated right and payable option within sixty (60) days following the end of such termination to require an assignment to it or its nominee of each calendar quarter. Any Sub-License and Licensee will provide each Sub-Licensee written notice of such assignment within ten (10) days of such assignment. (i) All Sub-Licenses granted hereunder will contain an express term permitting the assignment of the Sub-License to NTUitive under the circumstances specified in this Clause 2.2(e). (ii) In the event that NTUitive does not exercise such option, the Sub- Licence will be terminated and all amounts expressed Sub-Licenses granted hereunder will include a statement to that effect. (f) Licensee will within thirty (30) days of the grant of any Sub-License provide NTUitive with a true copy of it at Licensee’s own expense. (g) The sub-licensing rights under the Licensed Technology granted by Licensee under any Sub-License will not be transferable and will not be further sub-licensed. 2.3. Licensee acknowledges and agrees that the rights granted to it under this Agreement are limited to the license granted under this Clause 2. Licensee acknowledges that the grant of those rights are conditioned on its agreement to refrain from using the Licensed Technology outside of the Field of Application and Territory and that any such activity by Licensee will be a material breach of this Agreement. 2.4. Notwithstanding the exclusive character of the license granted in this Agreement, Licensee takes such license subject to any rights in third parties established by agreements entered into by NTUitive or any of its Affiliates prior to the date of this Agreement. 2.5. Nothing in this Agreement will prejudice NTUitive’s or its Affiliates rights to use, and to allow their staff members, employees and students to use, and/or to grant other third parties the rights to use, the Licensed Technology for academic, research and other non-commercial purposes. 2.6. Nothing in this Agreement will be construed as being payable a grant of a license or any right by NTUitive or any of its Affiliates to Licensee to use any third party intellectual property rights, information or other property rights. Licensee will be solely responsible at its own expense, for obtaining all necessary third party licenses required for its exploitation of the Licensed Technology pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment all necessary third party licenses required for its use, development, manufacture, distribution and sale of any Licensed Product. 2.7. Licensee acknowledges that Licensee has received all the rights Licensed Proprietary Materials listed in Schedule 3 and obligations of the Licensee hereunder NTUitive will not be obliged to an Affiliate in order render any technical assistance, or support, or provide training to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and CanadaLicensee.

Grant of License. Canopy hereby grants Mortgagee confers upon Mortgagor a license ("License") to collect and retain the Licensee Payments as they become due and payable, until the non-exclusive, royalty-free license and right to use the Intellectual Property, Systems and Trademarks in the Territory solely for the purposes specified in Section 4 hereof and in accordance with the terms occurrence of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time a Default (as defined in the Arrangement Agreementhereinafter defined). Upon a Default, the Licensee License shall pay to Canopy a royalty at be automatically revoked and Mortgagee may collect and apply the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable Payments pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility Section 6.4 without notice and without taking possession of the LicenseeSubject Property. For greater certainty, Mortgagor hereby irrevocably authorizes and directs the Licensee shall be responsible lessees under the Leases to rely upon and comply with any notice or demand by Mortgagee for the payment to CanopyMortgagee of any rental or other sums which may at any time become due under the Leases, or for the performance of any of the lessees' undertakings under the Leases, and the lessees shall pay have no right or cause duty to inquire as to whether any Default has actually occurred or is then existing hereunder. Mortgagor hereby relieves the lessees from any liability to Mortgagor by reason of relying upon and complying with any such notice or demand by Mortgagee. Furthermore, upon any Default and revocation of the License as aforesaid, Mortgagee shall be paid entitled to Canopyreceive and Mortgagor covenants to deliver immediately to Mortgagee, upon demand, any salesand all Payments theretofore collected by Mortgagor which remain in the possession or control of Mortgagor, value-added whether or similar tax or not commingled with other tax that is not a withholding or income tax in respect funds of the royalty described in this SectionMortgagor, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would such Payments have not been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”)delivered, the royalty payable by the Licensee Payments shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment held in trust for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and CanadaMortgagee.

Grant of License. Canopy hereby grants Notwithstanding the terms contained in Section 3.1, Mortgagee confers upon Mortgagor a revocable license ("License") to collect and retain the Payments as they become due and payable, until the occurrence of a Default (as hereinafter defined). Upon a Default, the License shall be automatically revoked and Mortgagee may collect and apply the Payments pursuant to the Licensee terms hereof without notice and without taking possession of the nonProperty. Upon Mortgagor's cure of the Default, Mortgagee shall re-exclusiveconfer upon Mortgagor a revocable license to collect and retain the Payments as they become due and payable, royalty-free license and right to use until the Intellectual Property, Systems and Trademarks in the Territory solely occurrence of a Default. All Payments thereafter collected by Mortgagor shall be held by Mortgagor as trustee under a constructive trust for the purposes specified in Section 4 hereof benefit of Mortgagee. Mortgagor hereby irrevocably authorizes and in accordance directs the tenants under the Leases, upon notice of a Default from Mortgagee, to rely upon and comply with the terms of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement any notice or demand by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible Mortgagee for the payment to CanopyMortgagee of any rental or other sums which may at any time become due under the Leases, or for the performance of any of the tenants' undertakings under the Leases, and the tenants shall pay have no right or cause duty to be paid inquire as to Canopywhether any Default has actually occurred or is then existing. Mortgagor hereby relieves the tenants from any liability to Mortgagor by reason of relying upon and complying with any such notice or demand by Mortgagee. Mortgagee may apply, in its sole discretion, any salesPayments so collected by Mortgagee against any Secured Obligation or any other obligation of Borrower, value-added Mortgagor or similar tax any other person or other tax that is not a withholding entity, under any document or income tax instrument related to or executed in respect of connection with the royalty described in this SectionLoan Documents, however denominated and measured, imposed by a Governmental Authority in respect whether existing on the date hereof or hereafter arising. Collection of any amounts payable Payments by Mortgagee shall not cure or waive any Default or notice of Default or invalidate any acts done pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canadanotice.

Grant of License. Canopy hereby (a) Subject to the terms and conditions of this Agreement, S▇▇ LP grants to the Licensee the a non-transferable, non-exclusive, royalty-free license (i) to use one or more of the Indexes as the basis, or as a component, of the Funds (in accordance with the restrictions set forth in Exhibit B) to sponsor the Funds; and (ii) to use and refer to the Indexes 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 make such disclosure about the Funds as Licensee deems necessary, electronically or otherwise, under any applicable laws, rules or regulations. Licensee shall not disseminate electronically or in any other fashion to any third party any information related to the Indexes that is designated as “Confidential” or “Proprietary” by S▇▇ LP (except as provided in Paragraph 8(c) below). (b) Licensee shall have a right to use sublicense any or all of the Intellectual Propertyrights granted hereunder to (i) any affiliate of Licensee; provided such affiliate will not have the power to further sublicense those rights to any third parties other than to the Funds and (ii) any of the 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 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 S▇▇ LP of any securities exchange, Systems stock market or other entity to list and Trademarks in trade the Territory solely for the purposes specified in Section 4 hereof and Funds in accordance with the terms of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for conditions set forth herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to Unless otherwise agreed by the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable parties, Licensee will initiate appropriate regulatory filings with respect to each of Canopy the 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, S▇▇ LP will not unreasonable withhold its assignee(sconsent to delay the launching of the Funds for a tiered roll-out. If (i) and Licensee shall fail to initiate any filings for any Fund within said 90 day period, (ii) Licensee shall fail to launch any Fund within said specified periods, or its assignees(iii) if S▇▇ LP reasonably determines, would have applied after consultation with Licensee, that regulatory approval for any such Fund is not likely to be received within a reasonable time period (“Excess Withholding Amount”taking into account such factors as past experiences for similar regulatory approvals), the royalty payable by the Licensee shall be increased to the extent necessary to ensure thatS▇▇ LP may, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable as its exclusive remedy under this Section 2)Agreement and upon written notice to Licensee, Canopy receives on terminate the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax license granted hereunder with respect to payments made under this Amended & Restated Agreement Canopy the particular Index underlying such Fund. Licensee shall deliverhave no obligation to launch any Fund based on an Index. After a Fund is launched, to Licensee may terminate the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law Fund or the administrative practice Fund’s use of an Index at any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canadatime.

Grant of License. Canopy hereby grants 1.1 In consideration of the mutual promises and conditions set out in this Agreement, and subject to the Licensee the non-exclusive, royalty-free license and right to use the Intellectual Property, Systems and Trademarks in the Territory solely for the purposes specified in Section 4 hereof and in accordance with the terms of this Amended & Restated Agreement, provided thatLicensor hereby grants, notwithstanding or hereby procures the foregoinggrant by the relevant Affiliate of Licensor, following to Licensee, with effect from the Acquisition Effective Time Date, a royalty-free, assignable (as defined in the Arrangement Agreementaccordance with Clause 15.2 (Assignment by Licensee)), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty sub-licensable (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, valueaccordance with Clause 2 (Sub-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2:licenses)) (a) and, subject to Clause 1.3, exclusive license during the Licensee shall notify Canopy Transitional License Term (subject to earlier termination of any such requirement or any change this Agreement in any such requirement as soon as it becomes aware of it as soon as practicableaccordance with Clause 10 (Termination)) to use the Transitionally Licensed IP Rights (other than the Licensed Corporate Names) for the Transitional License Purpose; (b) and Non-exclusive license during the Licensee shall pay, or cause Transitional License Term (subject to be paid, any such withholding tax before earlier termination of this Agreement in accordance with Clause 10 (Termination)) to use the date on which penalties attach thereto, if Licensed Corporate Names for the liability to pay is imposed on royalty payments to Canopy;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 IP Rights for the Perpetual License Purpose, provided that, for (c), the exclusive license granted in this Clause 1.1 is subject to Alcon and its Affiliates retaining the right to use the Perpetually Licensed IP Rights in connection with the making, using, selling, offering for sale, importing and otherwise Commercialising the Alcon Products in the Shared Licensed Field. 1.2 Licensee acknowledges that to the extent that the amount licenses granted under Clause 1.1 includes jurisdictions in the Territory in which Licensor has not registered any of the withholding tax that actually is required Licensed IP Rights, Licensor licenses only its unregistered right, title and interest in the Licensed IP Rights (if any). 1.3 The licenses granted to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee under Clause 1.1 shall be increased subject to any rights granted by Licensor and its Affiliates to any Third Party in relation to the extent necessary Transitionally Licensed IP Rights and the Perpetually Licensed IP Rights before the Effective Date. 1.4 Subject to ensure 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, after it shall, unless otherwise agreed, use a short-form license confirming the making key terms of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment this Agreement applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authoritylicense(s) in a form mutually agreed by Licensor and Licensee. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliverrequested, to the extent that Canopy is legally entitled to do so, to the Licenseeeach Party shall, at the time or times reasonably requested requesting Party’s cost, provide any reasonable assistance in writing by connection with a recordal under this Clause 1.3 at an intellectual property registry in the Licensee, such properly completed and executed documentation 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 required made by Applicable Law Licensee (or any Affiliate of Licensee) at any intellectual property registry in the administrative practice Territory. 1.5 Licensee hereby grants, and agrees, as applicable, to cause its Affiliates to grant, to Licensor an irrevocable power of attorney, on behalf of Licensee or such applicable Affiliate, for the sole purpose of executing the cancellation of any Governmental Authority, and that is reasonably requested recordal of a license granted under Clause 1.1 in writing by any relevant intellectual property registry in the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate Territory upon termination of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canada.

Grant of License. Canopy hereby Subject to the terms and conditions of this Agreement, and Licensee’s payment in full of all applicable fees and charges for the Softwa re, Licensor grants to the Licensee, and Licensee the accepts from Licensor, a non-sublicensable, non-exclusive, royaltynon-free transferable license to install and right to use use, during the Intellectual Propertyapplicable license term, Systems and Trademarks in the Territory executable code version of the Softwa re (together with accompanying Documentation, if any) la wfully acquired, solely for the purposes specified in Section 4 hereof and Licensee's own internal use by its Authorized Users in accordance with the Documentation. The Softwa re may only be insta lled on Licensee computer(s) for which Licensee has separately acquired and installed a valid license of a Prerequisite Program with which the Software is to interface. • This license shall be in accordance with the limitations of the applicable license type and in the quantities Licensee has validly acquired from Hexagon or from a Reseller who has been authorized by Hexa gon to supply this Software. In no event may Licensee’s installation or use exceed the number of licenses validly acquired, nor may Licensee use the Softwa re or Documentation following termination or expiration of the applicable license term. The license term (duration) shall be subject to early termination as set forth in this Agreement. • Any license, Ma intenance or other rights granted to Licensee under this Agreement extends only to the features, modules, options or portions of the Software and Documentation for which Licensee has la wfully acquired a valid license. Any usa ge of the Softwa re or Documentation outside the scope of the applicable license grant or otherwise not in accordance with this Agreement constitutes an infringement of Licensor’s intellectual property rights as well as a material breach of this Agreement. • No license or other right is granted under the terms of this Amended & Restated Agreement, provided that, notwithstanding Agreement if Licensee did not la wfully acquire the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay Software from Hexagon or from a Reseller who has been authorized by Hexagon to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to supply this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and CanadaSoftware.

Grant of License. Canopy (a) Subject to the terms and conditions hereinafter set forth and subject to the rights of the U.S. government and its agencies as set forth in 35 U.S.C. 200 ET SEC, NYU hereby grants to CORPORATION and CORPORATION hereby accepts from NYU the Licensee the non-exclusive, royalty-free license and right License. (b) The License granted to use the Intellectual Property, Systems and Trademarks in the Territory solely for the purposes specified CORPORATION in Section 4 hereof 7(a) hereto shall commence upon the Effective Date and shall remain in accordance with force on a country-by-country basis, if not previously terminated under the terms of this Amended & Restated Agreement, provided that, notwithstanding for eight (8) years from the foregoing, following Date of First Commercial Sale in such country or until the Acquisition Effective Time (as defined in expiration date of the Arrangement last to expire of the NYU Patents whichever shall be later. At the expiration of the term of this Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee CORPORATION shall be responsible for the payment deemed to Canopyhave a fully paid License, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Sectionall rights being licensed hereunder, however denominated and measured, imposed no further royalties shall accrue or be payable by a Governmental Authority CORPORATION to NYU in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy;thereof. (c) CORPORATION shall be entitled to grant sublicenses under the extent License on terms and conditions in compliance and not inconsistent with the terms and conditions of this Agreement (except that the amount rate of the withholding tax that actually is required royalty may be different from those set forth in this Agreement) (i) to a Corporation Entity or (ii) to other third parties, in each case for consideration and in an arms-length transaction. Sublicenses shall only be withheld exceeds the amount granted by CORPORATION under a written agreement, a copy of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee which shall be increased provided by CORPORATION to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) NYU as soon as practicable after the due date signing thereof. Each sublicense granted by CORPORATION hereunder shall be subject and subordinate to the terms and conditions of payment of any withholding tax which it is required by Section 2(bthis License Agreement and shall contain (inter-alia) above to pay, the Licensee following provisions: (1) the sublicense shall deliver Canopy expire automatically on the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy termination of the return reporting such payment License; (2) the sublicense shall not be assignable, in whole or other evidence satisfactory to Canopy of such deduction, withholding or payment and in part; (3) the sublicensee shall not grant further sublicenses; (4) both during the term of the remittance thereof sublicense and thereafter the sublicensee shall agree to the relevant Governmental Authority. If Canopy is entitled a confidentiality obligation similar to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested imposed on CORPORATION in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental AuthoritySection 11 below, and that is reasonably requested in writing by the Licenseesublicensee shall impose on its employees, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for both during the terms of their employment and thereafter, a similar undertaking of confidentiality; and (5) the tax treaty between sublicense agreement shall include the United States text of Sections 14 and Canada15 of this Agreement and shall state that NYU is an intended third party beneficiary of such sublicense agreement for :the purpose of enforcing such indemnification and insurance provisions.

Grant of License. Canopy 5.01 Subject to the terms and conditions hereinafter set forth, NYU hereby grants to Repare and Repare hereby accepts from NYU the Licensee License. NYU shall promptly provide Repare of the non-exclusivedetails of any Improvements, royalty-free license and provided that such Improvements shall be covered by the License Agreement whether or not such notice is given. 5.02 NYU reserves the right to use, and to permit other not-for-profit entities engaged in medical research to use, the NYU Technology for educational and research purposes only, provided that each such other entity will enter into an agreement with NYU agreeing not to further distribute any materials provided without NYU permission, and to maintain any confidential information in confidence and to limit use of the Intellectual PropertyNYU Technology for educational and research purposes only. 5.03 The Parties acknowledge that the United States government retains rights in intellectual property funded under any grant or similar contract with a Federal agency. The License is expressly subject to all applicable United States government rights, Systems including, but not limited to, any applicable requirement that products, which result from such intellectual property and Trademarks are sold in the Territory solely for United States, must be substantially manufactured in the purposes specified United States. 5.04 The License granted Repare in Section 4 hereof 5.01 hereto shall commence upon the Effective Date and in accordance with shall remain force on a country-by-country basis, if not previously terminated under the terms of this Amended & Restated Agreement, provided that, notwithstanding for ten (10) years from the foregoing, following Date of First Commercial Sale in such country or until the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility expiration date of the Licensee. For greater certainty, last to expire of the Licensee NYU Patents whichever shall be responsible for the payment to Canopy, and later. Repare shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax inform NYU in respect writing of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in Date of First Commercial Sale with respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) Licensed Product in each country as soon as practicable after the due date making of payment each such first commercial sale. 5.05 Repare shall be entitled to grant sublicenses under the License on terms and conditions in compliance and are materially consistent with the terms and conditions of any withholding tax which it is required this Agreement (i) to Affiliates or (ii) to Third Parties, in each case for consideration and in an arms-length transaction. All sublicenses shall only be granted by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or Repare under a certified copy of a receipt issued by such Governmental Authority evidencing such paymentwritten agreement, a copy of which shall be provided by Repare to NYU as soon as practicable after the return reporting such payment or signing thereof. Each sublicense granted by Repare hereunder shall be subject and subordinate to the terms and conditions of this License Agreement and shall contain (inter-alia) the following provisions: (1) he sublicensee may have step-in rights, whereby a sublicensee could cure a breach of this Agreement by Repare during the cure period provided in Section 15.02, and thereafter the sublicense granted hereunder would continue as provided in Section 15.03; provided that in all other evidence satisfactory to Canopy circumstances, the sublicense would terminate at the end of such deductioncure period; (2) the sublicense shall not be assignable, withholding in whole or payment and in part; (3) the sublicensee shall be able to grant further sublicenses thereunder subject to the term of this Section 5.05; and (4) both during the term of the remittance thereof sublicense and thereafter the sublicensee shall agree to a confidentiality obligation similar to that imposed on Repare in Section 9 below, and that the sublicensee shall impose on 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 NYU is an intended Third Party beneficiary of such sublicense agreement for the purpose of enforcing such indemnification and insurance provisions. Repare shall not be subject to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction provisions of withholding tax this Section 5.05 with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, agreements with a distributor or to a contractor or a subcontractor to the extent the purpose is manufacturing, research and development, packaging and distributing and other similar services for which such services are compensated by Repare (the “Excluded Sublicensees”). 5.06 With respect to any inventions, discoveries and/or data that Canopy is legally entitled to do sowould have been Improvements but for the fact that they were invented, discovered, developed or acquired after the [***] but on or prior to the Licensee[***] (“IDDs”), at the time or times reasonably requested NYU shall promptly give notice and details hereof in writing by to Repare. Subject to any third party rights existing at such time, Repare is hereby granted a [***] exclusive right of first negotiation from the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice date of receipt of any Governmental Authoritysuch notice to exclusively license any such IDDs from NYU. Unless Repare waives its right of first negotiation in writing, Repare and NYU will negotiate in good faith an exclusive license therefor until the expiry of such [***], NYU shall not grant any license in respect of, or sell its rights to or under, any such IDDs to any third parties or have any discussions or communication regarding the licensing or sale of IDDs of any kind in conflict with such right of first negotiation, except to not-for-profit entities engaged in medical research. If any such IDDs have not been licensed to Repare following the expiration of such [***], Repare’s right of first negotiation will lapse and NYU will be free to dispose of those IDDs in its sole and absolute discretion, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments without any further notice or accounting to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and CanadaRepare.

Grant of License. Canopy hereby grants Lender confers upon Grantor a revocable license (“License”) to collect and retain the Payments as they become due and payable, until the occurrence of a Default (as hereinafter defined). Upon a Default, the License shall be automatically revoked and Lender may collect and apply the Payments pursuant to the Licensee terms hereof without notice and without taking possession of the non-exclusive, royalty-free license and right to use the Intellectual Property, Systems and Trademarks in the Territory solely . All Payments thereafter collected by Grantor shall be held by Grantor as trustee under a constructive trust for the purposes specified in Section 4 hereof benefit of ▇▇▇▇▇▇. Grantor hereby irrevocably authorizes and in accordance directs the Tenants under the Leases to rely upon and comply with the terms of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement any notice or demand by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible Lender for the payment to CanopyLender of any rental or other sums which may at any time become due under the Leases, or for the performance of any of the Tenants’ undertakings under the Leases, and the Tenants shall pay have no right or cause duty to inquire as to whether any Default has actually occurred or is then existing. Grantor hereby relieves the Tenants from any liability to DEED OF TRUST (VIRGINIA) ▇▇▇▇▇ Fargo/▇▇▇▇ Properties/Cracker Barrel Loan No. 02-62113748/Store No. 568 Grantor by reason of relying upon and complying with any such notice or demand by ▇▇▇▇▇▇. Lender may apply, in its sole discretion, any Payments so collected by Lender against any Secured Obligation or any other obligation of Grantor or any other person or entity, under any document or instrument related to or executed in connection with the Loan Documents, whether existing on the date hereof or hereafter arising. Collection of any Payments by Lender shall not cure or waive any Default or notice of Default or invalidate any acts done pursuant to such notice. If and when no Default exists, the License shall be deemed to be paid to Canopyre-conferred upon Grantor by ▇▇▇▇▇▇, without any salesfurther act or deed, value-added or similar tax or other tax that is not a withholding or income tax in respect until the occurrence of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canadaanother Default.

Grant of License. Canopy 2.1 Licensor hereby grants to the Licensee the non-an exclusive, royalty-free right and license and right to use the Intellectual PropertyAnusol Trademark in connection with the development, Systems manufacture, distribution, advertising, promotion and Trademarks sale of any Anusol Products in the Territory solely for the purposes specified term and under the terms and conditions hereinafter set forth. Except as set forth in Section 4 hereof 13.5, Licensee shall not have the right to transfer or assign this License to any person. Licensee agrees that unless authorized or required by Licensor, it will not make, or authorize to be made, any use, directly or indirectly, of the Anusol Trademark outside of the Territory or on or in connection with any other articles of any description or in any other manner other than as provided for herein. 2.2 Licensor hereby grants to Licensee an exclusive, royalty-free right and license to use the Other Trademarks solely in accordance connection with the development, manufacture, distribution, advertising, promotion and sale of any Other Products for the term and under the terms and conditions hereinafter set forth. Except as set forth in Section 13.5, Licensee shall not have the right to transfer or assign this License to any person. Licensee agrees that unless authorized or required by Licensor, it will not make, or authorize to be made, any use, directly or indirectly, of this Amended & Restated Agreementthe Other Trademarks outside of the Territory or on or in connection with any other articles of any description or in any other manner other than as provided for herein. 2.3 Licensor hereby grants to Licensee an exclusive, provided that, notwithstanding royalty-free right and license to use the foregoing, following Anusol Mold solely in connection with the Acquisition Effective Time (as defined manufacture of applicator tips for use with any Anusol Product and the sale of any Anusol Product together with such applicator tips in the Arrangement Agreement)Territory for the term and under the terms and conditions hereinafter set forth. Except as set forth in Section 13.5, the Licensee shall pay not have the right to Canopy transfer or assign this License to any person. Licensee agrees that unless authorized or required by Licensor, it will not make or authorize to be made, any use, directly or indirectly, of the Anusol Mold outside of the Territory or with respect to any other product. 2.4 Unless authorized by Licensor, Licensee may not use the Anusol Trademark or Other Trademarks as part of a royalty at corporate name or as part of the rate composite name of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] a division or related company of Royalty RevenueLicensee. However, calculated Licensee may use the Anusol Trademark and payable within Other Trademarks on invoices, order forms, stationery and telephone directory listings, in compliance with the requirements of the Style Sheet, which shall be prepared by WL and agreed to by the parties no later than sixty (60) days following after the end of each calendar quarterdate hereof. Licensee may not use the Anusol Trademark or Other Trademarks as a domain name on the Internet. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility use of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay Anusol Trademark or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change Other Trademarks in any such requirement as soon as it becomes aware content material contained with other materials of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment Internet must be reviewed and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested approved in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and CanadaLicensor.

Grant of License. Canopy hereby grants Lender confers upon Grantor a revocable license (“License”) to collect and retain the Payments as they become due and payable, until the occurrence of a Default (as hereinafter defined). Upon a Default, the License shall be automatically revoked and Lender may collect and apply the Payments pursuant to the Licensee terms hereof without notice and without taking possession of the non-exclusive, royalty-free license and right to use the Intellectual Property, Systems and Trademarks in the Territory solely . All Payments thereafter collected by Grantor shall be held by Grantor as trustee under a constructive trust for the purposes specified in Section 4 hereof benefit of ▇▇▇▇▇▇. Grantor hereby irrevocably authorizes and in accordance directs the Tenants under the Leases to rely upon and comply with the terms of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement any notice or demand by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible Lender for the payment to CanopyLender of any rental or other sums which may at any time become due under the Leases, or for the performance of any of the Tenants’ undertakings under the Leases, and the Tenants shall pay have no right or cause duty to inquire as to whether any Default has actually occurred or is then existing. Grantor hereby relieves the Tenants from any liability to DEED OF TRUST (VIRGINIA) ▇▇▇▇▇ Fargo/▇▇▇▇ Properties/Cracker Barrel Loan No. 02-62113730/Store No. 560 Grantor by reason of relying upon and complying with any such notice or demand by ▇▇▇▇▇▇. Lender may apply, in its sole discretion, any Payments so collected by Lender against any Secured Obligation or any other obligation of Grantor or any other person or entity, under any document or instrument related to or executed in connection with the Loan Documents, whether existing on the date hereof or hereafter arising. Collection of any Payments by Lender shall not cure or waive any Default or notice of Default or invalidate any acts done pursuant to such notice. If and when no Default exists, the License shall be deemed to be paid to Canopyre-conferred upon Grantor by ▇▇▇▇▇▇, without any salesfurther act or deed, value-added or similar tax or other tax that is not a withholding or income tax in respect until the occurrence of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canadaanother Default.

Grant of License. Canopy hereby grants Mortgagee confers upon Mortgagor a revocable license (“License”) to collect and retain the Payments as they become due and payable, until the occurrence of a Default (as hereinafter defined). Upon a Default, the License shall be automatically revoked and Mortgagee may collect and apply the Payments pursuant to the Licensee terms hereof without notice and without taking possession of the non-exclusive, royalty-free license and right to use the Intellectual Property, Systems and Trademarks in the Territory solely . All Payments thereafter collected by Mortgagor shall be held by Mortgagor as trustee under a constructive trust for the purposes specified in Section 4 hereof benefit of Mortgagee. Mortgagor hereby irrevocably authorizes and in accordance directs the tenants under the Leases to rely upon and comply with the terms of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement any notice or demand by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible Mortgagee for the payment to CanopyMortgagee of any rental or other sums which may at any time become due under the Leases, or for the performance of any of the tenants’ undertakings under the Leases, and the tenants shall pay have no right or cause duty to be paid inquire as to Canopywhether any Default has actually occurred or is then existing. Mortgagor hereby relieves the tenants from any liability to Mortgagor by reason of relying upon and complying with any such notice or demand by Mortgagee. Mortgagee may apply, in its sole discretion, any salesPayments so collected by Mortgagee against any Secured Obligation or any other obligation of Borrower, value-added Mortgagor or similar tax any other person or other tax that is not a withholding entity, under any document or income tax instrument related to or executed in respect of connection with the royalty described in this SectionLoan Documents, however denominated and measured, imposed by a Governmental Authority in respect whether existing on the date hereof or hereafter arising. Collection of any amounts payable Payments by Mortgagee shall not cure or waive any Default or notice of Default or invalidate any acts done pursuant to this Amended & Restated Agreement by the Licenseesuch notice. If and when no Default exists, Mortgagee shall re-confer the Licensee is required by Applicable Law or License upon Mortgagor until the administrative practice occurrence of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canadaanother Default.

Grant of License. Canopy hereby grants to Upon the Licensee the non-exclusiveexercise of any Alimera Compound Option under Section 5.8.2, royalty-free license and right to use the Intellectual Property, Systems and Trademarks in the Territory solely for the purposes specified in Section 4 hereof and in accordance with the terms of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility CDS may choose one of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: following two options: (a) the Licensee Parties will enter into a collaboration agreement (the "Option Collaboration Agreement") to develop and [*]-INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. Commercialize the Option Product on the same terms as this Agreement (including, but not limited to, the same economic terms, including license fee, milestone payment and profit split) and Alimera shall notify Canopy reimburse CDS for [*] of all costs and expenses CDS incurred (excluding any such requirement CDS Patent Costs related to Existing CDS Patent Rights or any change in any such requirement as soon as it becomes aware costs that are Development Costs or otherwise reimbursed by Alimera under this Agreement) with respect to the Option Compound and the Option Product from the Effective Date of it as soon as practicable; this Agreement until the effective date of the Option Collaboration Agreement; or (b) CDS shall grant Alimera a license under the Licensee CDS Technology, as then in effect, to make, have made, use, offer to sell, sell and import the Option Product in the Collaboration Field in the Territory, under the following terms: (A) CDS shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on receive a royalty payments to Canopy; (c) to the extent that the amount of [*] of Net Sales of the withholding tax that actually is required to be withheld exceeds Option Product in the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(sTerritory, and (B) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee Alimera shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax reimburse CDS [*] with respect to payments made under the Option Compound and the Option Product from the Effective Date of this Amended & Restated Agreement Canopy shall deliver, to until the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, effective date of such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authoritylicense, and that is reasonably requested in writing by (C) such other non-financial terms and conditions as set forth on Exhibit 5.8.3 and other customary terms and conditions. If the LicenseeParties have not entered into an agreement under (a) or (b), as will permit such royalty payments CDS chooses, within [*] Business Days after Alimera exercises an Alimera Compound Option, then the matter shall be referred to be made without withholding or at a reduced rate of withholding. In additiondispute resolution in accordance with Section 12.7 hereof, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canadasuch agreement shall be consistent with those specified above in (a) or (b), as applicable.

Grant of License. Canopy hereby grants The Mortgagee confers upon the Leasehold Mortgagor and the Fee Mortgagor a revocable license (hereinafter referred to as the “License”) to exercise the rights as landlord or owner under the Leases and to collect and retain the Payments as they become due and payable, for so long as no “Event of Default” (as such term is defined in the Non-Recourse Guaranty or any of the other Loan Documents) exists. Upon the occurrence of an Event of Default, the License shall be automatically revoked and, from and after the occurrence of such Event of Default, the Mortgagee may collect and apply the Payments pursuant to Section 6.4 hereof without any notice to the Licensee Leasehold Mortgagor and/or the non-exclusiveFee Mortgagor and without taking possession of the Mortgaged Premises. At such time, royalty-free license if at all, as such Event of Default is waived by the Mortgagee (if the Mortgagee, in its sole and right absolute discretion, agrees in writing to use waive said Event of Default) or if the Intellectual Propertycure of said Event of Default shall have been accepted in writing by the Mortgagee, Systems as determined by the Mortgagee in its sole and Trademarks absolute discretion, the License shall be reinstated on the terms contained in this Mortgage. The Leasehold Mortgagor and the Territory solely for Fee Mortgagor hereby irrevocably authorize and direct the purposes specified in Section 4 hereof lessees under the Leases to rely upon and comply with any written notice or demand by the Mortgagee in accordance with the terms of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible Mortgage for the payment to Canopythe Mortgagee of any rental or other sums which may at any time become due under the Leases, or for the performance of any of the lessees’ undertakings under the Leases, and the lessees shall pay have no right or cause duty to be paid inquire as to Canopywhether any Event of Default has actually occurred or is then existing hereunder. The Leasehold Mortgagor and the Fee Mortgagor hereby relieve the lessees from any liability to the Leasehold Mortgagor or the Fee Mortgagor, as applicable, by reason of relying upon and complying with any sales, value-added such notice or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement demand by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and CanadaMortgagee.

Grant of License. Canopy 5.01 Subject to the terms and conditions hereinafter set forth, NYU hereby grants to Repare and Repare hereby accepts from NYU the Licensee License. NYU shall promptly provide Repare of the non-exclusivedetails of any Improvements, royalty-free license and provided that such Improvements shall be covered by the License Agreement whether or not such notice is given. 5.02 NYU reserves the right to use, and to permit other not-for-profit entities engaged in medical research to use, the NYU Technology for educational and research purposes only, provided that each such other entity will enter into an agreement with NYU agreeing not to further distribute any materials provided without NYU permission, and to maintain any confidential information in confidence and to limit use of the Intellectual PropertyNYU Technology for educational and research purposes only. 5.03 The Parties acknowledge that the United States government retains rights in intellectual property funded under any grant or similar contract with a Federal agency. The License is expressly subject to all applicable United States government rights, Systems including, but not limited to, any applicable requirement that products, which result from such intellectual property and Trademarks are sold in the Territory solely for United States, must be substantially manufactured in the purposes specified United States. 5.04 The License granted Repare in Section 4 hereof 5.01 hereto shall commence upon the Effective Date and in accordance with shall remain force on a country-by-country basis, if not previously terminated under the terms of this Amended & Restated Agreement, provided that, notwithstanding for ten (10) years from the foregoing, following Date of First Commercial Sale in such country or until the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility expiration date of the Licensee. For greater certainty, last to expire of the Licensee NYU Patents whichever shall be responsible for the payment to Canopy, and later. Repare shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax inform NYU in respect writing of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in Date of First Commercial Sale with respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) Licensed Product in each country as soon as practicable after the due date making of payment each such first commercial sale. 5.05 Repare shall be entitled to grant sublicenses under the License on terms and conditions in compliance and are materially consistent with the terms and conditions of any withholding tax which it is required this Agreement (i) to Affiliates or (ii) to Third Parties, in each case for consideration and in an arms-length transaction. All sublicenses shall only be granted by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or Repare under a certified copy of a receipt issued by such Governmental Authority evidencing such paymentwritten agreement, a copy of which shall be provided by Repare to NYU as soon as practicable after the return reporting such payment or signing thereof. Each sublicense granted by Repare hereunder shall be subject and subordinate to the terms and conditions of this License Agreement and shall contain (inter-alia) the following provisions: (1) The sublicensee may have step-in rights, whereby a sublicensee could cure a breach of this Agreement by Repare during the cure period provided in Section 15.02, and thereafter the sublicense granted hereunder would continue as provided in Section 15.03; provided that in all other evidence satisfactory to Canopy circumstances, the sublicense would terminate at the end of such deductioncure period; (2) the sublicense shall not be assignable, withholding in whole or payment and in part; (3) the sublicensee shall be able to grant further sublicenses thereunder subject to the term of this Section 5.05; and (4) both during the term of the remittance thereof sublicense and thereafter the sublicensee shall agree to a confidentiality obligation similar to that imposed on Repare in Section 9 below, and that the sublicensee shall impose on 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 NYU is an intended Third Party beneficiary of such sublicense agreement for the purpose of enforcing such indemnification and insurance provisions. Repare shall not be subject to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction provisions of withholding tax this Section 5.05 with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, agreements with a distributor or to a contractor or a subcontractor to the extent the purpose is manufacturing, research and development, packaging and distributing and other similar services for which such services are compensated by Repare (the “Excluded Sublicensees”). 5.06 With respect to any inventions, discoveries and/or data that Canopy is legally entitled to do sowould have been Improvements but for the fact that they were invented, discovered, developed or acquired after the [***] but on or prior to the Licensee[***] (“IDDs”), at the time or times reasonably requested NYU shall promptly give notice and details hereof in writing by to Repare. Subject to any third party rights existing at such time, Repare is hereby granted a [***] exclusive right of first negotiation from the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice date of receipt of any Governmental Authoritysuch notice to exclusively license any such IDDs from NYU. Unless Repare waives its right of first negotiation in writing, Repare and NYU will negotiate in good faith an exclusive license therefor until the expiry of such [***], NYU shall not grant any license in respect of, or sell its rights to or under, any such IDDs to any third parties or have any discussions or communication regarding the licensing or sale of IDDs of any kind in conflict with such right of first negotiation, except to not-for-profit entities engaged in medical research. If any such IDDs have not been licensed to Repare following the expiration of such [***], Repare’s right of first negotiation will lapse and NYU will be free to dispose of those IDDs in its sole and absolute discretion, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments without any further notice or accounting to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and CanadaRepare.

Grant of License. Canopy hereby Sage (“Sage” and other capitalized terms are defined below) grants to the Licensee the You a limited, non- exclusive, non-exclusive, royalty-free license and right to use the Intellectual Property, Systems and Trademarks in the Territory solely for the purposes specified transferable (except as set forth in Section 4 hereof and in accordance with the terms of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement3b below), non-sublicensable license of the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty scope described in this SectionAgreement to Use the Software only upon the following conditions: a. You or someone acting on Your behalf and at Your direction, shall not include taxes, duties such as Your Reseller has or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2will: (a1) the Licensee shall notify Canopy of any Place an order with Sage for either an initial license or an upgrade (such requirement or any change in any as for more users, additional modules, etc.), and Sage has accepted such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount order and Enabled Use of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been requiredSoftware; and (d2) as soon as practicable Accepted all of the terms and conditions of this Agreement either before or during installation of the Program. YOU WILL INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT AND ALL OF ITS TERMS AND CONDITIONS BY DOING ONE OR MORE OF THE FOLLOWING OR ALLOWING OR AUTHORIZING A THIRD PARTY TO DO IT FOR YOU: (a) CLICKING "I AGREE" OR A SIMILAR AFFIRMATION, AS APPLICABLE, THAT APPEARS DURING INSTALLATION OF THE PROGRAM, OR (b) USING THE PROGRAM. b. IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT (IN ITS ENTIRETY AND WITHOUT CHANGE TO OR ADDITION TO ITS TERMS AND CONDITIONS), THEN YOU DO NOT HAVE A LICENSE TO USE THE SOFTWARE. c. If You acquire an On-Premise Subscription License, You may Use the Software only for the subscription period for which Sage has received Your On-Premise Subscription License fee. d. If You purchase an On-Premise License, You may Use the Software only if You pay the required On-Premise License fee or fees when due. e. If You access the Software under an Evaluation License prior to Your purchase of an On-Premise Subscription License or an On-Premise License, You acknowledge and agree that (i) You shall Use the Software only for evaluation purposes before purchasing an On-Premise Subscription License or an On-Premise License to determine if the Software is suitable for Your business, (ii) the Software may be Used and/or operable only for a limited time, (iii) the Software is provided “AS IS” with no express or implied warranties, and (iv) upon expiration of the Evaluation License, Sage is under no obligation to return to You data You have entered into, that is processed by or is stored in the Software and it may become irretrievable, unrecoverable and/or otherwise unusable by You after the due date of payment of any withholding tax which it is required by Section 2(b) above to payevaluation period ends. Subsections 7a, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority7b, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments 7c of this Agreement do not apply to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and CanadaEvaluation Licenses.

Grant of License. Canopy hereby grants 1.1 In consideration of the mutual promises and conditions set out in this Agreement, and subject to the Licensee the non-exclusive, royalty-free license and right to use the Intellectual Property, Systems and Trademarks in the Territory solely for the purposes specified in Section 4 hereof and in accordance with the terms of this Amended & Restated Agreement, provided thatLicensor hereby grants, notwithstanding or hereby procures the foregoinggrant by the relevant Affiliate of Licensor, following to Licensee, with effect from the Acquisition Effective Time Date, a royalty-free, assignable (as defined in the Arrangement Agreementaccordance with Clause 15.2 (Assignment by Licensee)), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty sub-licensable (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, valueaccordance with Clause 2 (Sub-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2:licenses)) (a) and, subject to Clause 1.3, exclusive license during the Licensee shall notify Canopy Transitional License Term (subject to earlier termination of any such requirement or any change this Agreement in any such requirement as soon as it becomes aware of it as soon as practicableaccordance with Clause 10 (Termination)) to use the Transitionally Licensed IP Rights (other than the Licensed Corporate Names) for the Transitional License Purpose; (b) and Non-exclusive license during the Licensee shall pay, or cause Transitional License Term (subject to be paid, any such withholding tax before earlier termination of this Agreement in accordance with Clause 10 (Termination)) to use the date on which penalties attach thereto, if Licensed Corporate Names for the liability to pay is imposed on royalty payments to Canopy;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 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 making, using, selling, offering for sale, importing and otherwise Commercialising the Novartis Products in the Shared Licensed Field. 1.2 Licensee acknowledges that to the extent that the amount licenses granted under Clause 1.1 includes jurisdictions in the Territory in which Licensor has not registered any of the withholding tax that actually is required Licensed IP Rights, Licensor licenses only its unregistered right, title and interest in the Licensed IP Rights (if any). 1.3 The licenses granted to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee under Clause 1.1 shall be increased subject to any rights granted by Licensor and its Affiliates to any Third Party in relation to the extent necessary Transitionally Licensed IP Rights and the Perpetually Licensed IP Rights before the Effective Date. 1.4 Subject to ensure 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, after it shall, unless otherwise agreed, use a short-form license confirming the making key terms of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment this Agreement applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authoritylicense(s) in a form mutually agreed by Licensor and Licensee. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliverrequested, to the extent that Canopy is legally entitled to do so, to the Licenseeeach Party shall, at the time or times reasonably requested requesting Party’s cost, provide any reasonable assistance in writing by connection with a recordal under this Clause 1.4 at an intellectual property registry in the Licensee, such properly completed and executed documentation 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 required made by Applicable Law Licensee (or any Affiliate of Licensee) at any intellectual property registry in the administrative practice Territory. 1.5 Licensee hereby grants, and agrees, as applicable, to cause its Affiliates to grant, to Licensor an irrevocable power of attorney, on behalf of Licensee or such applicable Affiliate, for the sole purpose of executing the cancellation of any Governmental Authority, and that is reasonably requested recordal of a license granted under Clause 1.1 in writing by any relevant intellectual property registry in the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate Territory upon termination of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canada.

Grant of License. Canopy 2.1 Licensor hereby grants to Licensee, and Licensee hereby accepts, for so long as this Agreement shall be in effect, and subject in all events to the terms and provisions hereof, an exclusive license solely to use each Licensed Mark ▇▇ connection with the manufacture, advertising, merchandising, promotion, sale and distribution to the trade throughout the Territory of Approved Liz Merchandise. Licensee shall use each Licensed Mark ▇▇▇y in the non-exclusiveform approved in writing by Licensor for use by Licensee and only in connection with the manufacture, royalty-free advertising, merchandising, promotion, sale and distribution to the trade of Approved Liz Merchandise, subject to the limitations herein set forth. No license and is granted hereunder for the use of any Licensed Mark ▇▇▇ any purpose other than as specifically set forth in this Section 2.1. Licensor reserves the right to use use, and to grant to any other licensee the Intellectual Propertyright to use, Systems any Licensed Mark, ▇▇e name Liz Claiborne, and Trademarks any designs, names or other items supplied by Licensor hereunder in connection with any and all products and services, other than Merchandise. 2.2 The license granted herein is strictly personal to Licensee. Neither this Agreement nor any of the Territory solely for rights granted to or obligations undertaken by Licensee hereunder may be transferred, assigned, pledged, sold, mortgaged, sublicensed or otherwise hypothecated or disposed of, either directly or indirectly, in whole or in part, by operation of law or otherwise (collectively, "transfer"), to any person, firm, corporation, or entity without the purposes specified in Section 4 express prior written consent of Licensor; any attempted transfer without such consent shall be null, void, and of no force or effect. As used herein, the term "Licensee" shall include any assignee or sublicensee of Licensee so approved by Licensor as hereinabove provided. Notwithstanding the foregoing, Licensee may with the express prior written consent of Licensor employ subcontractors to produce Approved Liz Merchandise hereunder; provided, however, that (i) prior to any subcontractor undertaking any work under this Agreement, Licensee shall have advised such subcontractor of the production, quality and trademark protection requirements set forth herein as well as the Liz Standards (as hereinafter defined), and shall have obtained such subcontractor's agreement to comply with the same, and (ii) notwithstanding any express or implied approval by Licensor of any contractor, all provisions hereof pertaining to Liz Merchandise shall remain the sole and exclusive responsibility of Licensee in accordance with the terms of this Amended & Restated AgreementAgreement such that the supervision of production of Approved Liz Merchandise shall remain under the control of Licensor, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee and shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, remain the responsibility of Licensee, in accordance with the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopyterms of this Agreement, and all such subcontractors shall pay or cause to be paid to Canopy, comply with the quality requirements of this Agreement. If Licensor shall at any sales, value-added or similar tax or other tax time reasonably conclude in good faith that any subcontractor is not a withholding or income tax in respect of compliance with the royalty described in this SectionLiz Standards (as defined), however denominated and measuredLicensee shall, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware reasonably practicable upon notice from Licensor, specifying the alleged deficiency in reasonable detail, remedy such deficiency or cease further production of it as soon as practicable; (b) the Liz Merchandise through such subcontractor. Licensee shall paysupply Licensor, or cause to be paidpromptly upon Licensor's written request, with a list of subcontractors and suppliers employed by Licensee in connection with its operations hereunder. Licensee shall promptly cease its relationship with any such withholding tax before the date subcontractor or supplier in connection with operations hereunder upon Licensor's written request, provided that such request is based on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount acts of such supplier or subcontractor involving an alleged infringement or violation of any of Licensor's intellectual or proprietary rights or any of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Liz Standards. Licensee shall be increased within thirty (30) days after Licensor's written request require subcontractors and suppliers to execute an agreement in a form reasonably acceptable to Licensor and consistent with the extent necessary to ensure thatterms of this Agreement, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canadaquality control.

Grant of License. Canopy hereby grants It is anticipated that MMI will grant the Limited License to the Licensee the non-exclusive, royalty-free license and right to use the Intellectual Property, Systems and Trademarks in the Territory solely Pilgrim's Pride for the limited purposes specified of: (1) performing any required research and trials to be conducted in Section 4 hereof their effort to obtain Mexican Regulatory Approval and in accordance with the terms of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (602) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility use of the Licensee. For greater certainty, Myostatin(TM) Blocker technology limited to improving chicken meat production economies by inhibiting the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect biological function of the royalty described in this Section, however denominated and measured, imposed Myostatin protein by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licenseeinjecting Myostatin(TM) Blocker into chicken eggs. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2The parties further anticipate that: (a) The territory of the Licensee shall notify Canopy Limited License will solely include the Republic of Mexico, without any such requirement or any change in any such requirement as soon as it becomes aware rights of it as soon as practicable;export (the "Territory"). (b) Pilgrim's Pride will execute, simultaneously with the Licensee shall payLimited License, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy;a Confidentiality and Non-Disclosure Agreement and a Material Transfer Agreement. (c) The Limited License will bear an initial term of five years. Such initial term will begin upon obtaining Mexican Regulatory Approval, with an option to renew the extent that Limited License for similar five year terms until the amount expiration of the withholding tax license patents; PROVIDED, HOWEVER, that actually is required to be withheld exceeds the amount renewal of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) Limited License will be conditioned upon Pilgrim's Pride achieving certain minimum sale volumes which will be mutually agreed upon by Pilgrim's Pride and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; andMMI. (d) as soon as practicable MMI will waive all up-front license fees; PROVIDED HOWEVER, MMI and Pilgrim's Pride shall negotiate a mutually acceptable value added royalty payment to be paid by Pilgrim's Pride to MMI prior to the execution of the Limited License. The methodology will be based on the usual business practices of Mexico. The terms of the value added royalty will be similar to those terms which have been or will be negotiated with all other licensees of the territory of Mexico. Such terms shall be in compliance with all regulations and laws of the Republic of Mexico. (e) If the parties enter into a Limited License, Pilgrim's Pride will provide sales and royalty reports to MMI within thirty (30) days after the due date end of payment each fiscal quarter. (f) The Limited License will contain representations, warranties, covenants and indemnities by both parties customary for transactions and relationships of this nature. (g) The Limited License shall contain provisions that (i) Pilgrim' s Pride may terminate the Limited License at any time by thirty (30) days written notice to MMI; (ii) if Pilgrim's Pride terminates the Limited License, Pilgrim's Pride's license to use the Myostatin(TM) Blocker Technology will be immediately revoked; (iii) MMI shall have the right to terminate the Limited License in the event of a breach by Pilgrims' Pride of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting representations, warranties, covenants terms or conditions contained in the Limited License Agreement and where such payment breach has not been cured by Pilgrim's Pride within forty-five (45) days of receipt of written notice; and (iv) in the event Pilgrim's Pride fails to execute its Long Term License Agreement or other evidence satisfactory to Canopy of such deduction, withholding or payment and subsequently terminates same with MMI for the territory of the remittance thereof United States, MMI shall have the option to either terminate the Mexico Limited License immediately or negotiate a mutually agreeable annual license fee for the territory of Mexico. (h) The Limited License will not be assignable, transferable or saleable without MMI's prior written consent, which consent may be granted or withheld in MMI's sole discretion. (i) Any and all discoveries related to the relevant Governmental Authority. If Canopy is entitled patent applications, patents or know-how arising from any required Pilgrim's Pride's research and trials shall be: (a) disclosed immediately to an exemption from or reduction of withholding tax with respect to payments MMI; and (b) made under this Amended & Restated Agreement Canopy shall deliveravailable for use by MMI through a royalty-free, exclusive, world-wide license to the extent that Canopy is legally entitled patent applications, patents or improvements thereof, patent rights and know-how, with additional rights to do so, sublicense the license to additional third parties. (j) Any and all discoveries related to the Licenseepatent applications, at patents or improvements thereof, patent rights and know-how arising after obtaining Mexican Regulatory Approval shall be: (a) disclosed immediately to MMI; and (b) made available for use by MMI through a warranty-free, nonexclusive, worldwide license with additional rights to sublicense the time license to additional third parties. (k) Pilgrim's Pride will agree that its internal research and trials of the Myostatin(TM) Blocker Technology will comply with any and all rules, regulations, orders, regulatory laws or times reasonably requested in writing by the Licensee, such properly completed restrictions required to obtain and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as maintain Mexican Regulatory Approval. (1) Pilgrim's Pride will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions such data related to this Amended & Restated Agreement, including an assignment their internal research and trials available to MMI for its internal use and evaluation. (m) Nothing in the Limited License shall be construed as preventing or prohibiting MMI from entering into additional agreements with third parties for similar activities and/or services in the Territory. MMI will limit the negotiation of the rights to a similar Limited License in the Territory to a mutually agreeable third party that has a substantial market share in the Territory, provided, however, that such limitation of participants will comply with all antitrust laws and obligations regulations of the Licensee hereunder Republic of Mexico. Moreover, if in the event the initial company fails to an Affiliate execute a long-term license agreement or in order the event of any governmental intervention, MMI reserves the exclusive right to ensure an optimal economic outcome negotiate with consideration for the terms a replacement company or companies of the tax treaty between the United States and CanadaMMI's exclusive choosing.

Grant of License. Canopy a. Subject to the terms and conditions hereinafter set forth, NSUH hereby grants to CORPORATION and CORPORATION hereby accepts from NSUH the Licensee the non-exclusive, royalty-free license and right License. b. The License granted to use the Intellectual Property, Systems and Trademarks in the Territory solely for the purposes specified CORPORATION in Section 4 7.a. hereof shall commence upon the Effective Date and shall remain in accordance with force on a country-by-country basis, if not previously terminated under the terms of this Amended & Restated Agreement, provided that, notwithstanding for fifteen (15) years from the foregoing, following date of first commercial sale (hereinafter the Acquisition Effective Time (as defined "Date of First Commercial Sale") of Licensed Products in such country or until the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility expiration date of the Licensee. For greater certainty, last to expire of the Licensee NSUH Patents whichever shall be responsible for the payment to Canopy, and later. CORPORATION shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax inform NSUH in respect writing of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in Date of First Commercial Sale with respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) Licensed Product in each country as soon as practicable after the due date making of payment 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 any withholding tax which it is required 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 Section 2(b) above to pay, the Licensee shall deliver Canopy the original or CORPORATION under a certified copy of a receipt issued by such Governmental Authority evidencing such paymentwritten agreement, a copy of which shall be provided by CORPORATION to NSUH as soon as practicable after the return reporting such payment or other evidence satisfactory signing thereof. Each sublicense granted by CORPORATION hereunder shall be subject and subordinate to Canopy the terms and conditions of such deduction, withholding or payment this License Agreement and shall contain (inter-alia) the following provisions: (1) the sublicense shall expire automatically on the termination of the remittance thereof License; (2) the sublicense shall not be assignable, in whole or in part; (3) the sublicensee shall not grant further sublicenses; and (4) both during the term of the sublicense and thereafter the sublicensee shall agree to the relevant Governmental Authority. If Canopy is entitled a confidentiality obligation similar to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested imposed on CORPORATION in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental AuthoritySection 11 below, and that is reasonably requested in writing by the Licenseesublicensee shall impose on its employees, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for both during the terms of their employment and thereafter, a similar undertaking of confidentiality; and (5) the tax treaty between sublicense agreement shall include the United States text of Sections 14 and Canada15 of this Agreement and shall state that each of NSUH and North Shore University Hospital is an intended third party beneficiary of such sublicense agreement for the purpose of enforcing such indemnification and insurance provisions.

Grant of License. Canopy (a) Upon the terms and conditions hereinafter set forth, Licensor hereby grants to Licensee and Licensee hereby accepts for the Licensee Term of this Agreement, as hereinafter defined, a license to utilize the nonLicensed Property ON A NON-exclusiveEXCLUSIVE BASIS solely upon or in connection with the manufacture, royalty-free license distribution and right to use sale of the Intellectual Property, Systems and Trademarks in the Territory Licensed Products solely for retail sale throughout the purposes specified Territory, subject to the provisions of Paragraph 2(b), below. (b) Notwithstanding the foregoing, Licensor shall give Licensee prior written notice of any license agreement between Licensor and a third party which, if this Agreement were an exclusive agreement as of the commencement of the Term, would conflict with the terms hereof. Notwithstanding anything to the contrary set forth in Section 4 hereof this Agreement, Licensor will grant Licensee exclusive rights under this Agreement, after a written request by Licensee, provided that all of the following conditions are satisfied: (i) The Guaranteed Consideration shall have been paid in full or Licensor shall have received an original irrevocable standby letter of credit in favor of Licensor, securing payment by Licensee to Licensor of the Guaranteed Consideration, royalties and all other amounts that may be due and payable by Licensee hereunder, in an aggregate face amount of $3,500,000, or, if less, the then-outstanding and unpaid amount of the Guaranteed Consideration (the "Letter of Credit"). If the Guaranteed Consideration has not been paid in full, then delivery of the Letter of Credit shall be a condition precedent to this Agreement becoming exclusive. The Letter of Credit shall have a term concurrent with the balance of the Term of this Agreement and shall be self- ------------------ * Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission ("SEC") pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and have been filed separately with the SEC. liquidating to the amount of Guaranteed Consideration remaining unpaid under this Agreement. Upon payment to Licensor of the total amount of Guaranteed Consideration due under this Agreement, the Letter of Credit shall terminate. The Letter of Credit shall be issued by a United States bank acceptable to Licensor and shall contain terms and conditions satisfactory to Licensor in its reasonable discretion. In the event of the bankruptcy or insolvency of Licensee or upon the occurrence of any other default as set forth in Paragraph 15 below, in addition to Licensor's other rights and remedies hereunder, at law, in equity or otherwise, Licensor shall, at Licensor's election be entitled to draw down any amount up to the full face amount available under the Letter of Credit and retain all such sums as cash collateral and then or at any time thereafter apply such sums against any and all amounts then due or thereafter to become due to Licensor hereunder, at law, in equity or otherwise. Partial draws shall be permitted. (ii) There are no material defaults then existing under this or any other agreement between Licensee and Licensor; (iii) Release (i.e., general distribution and sale) of the initial Platform (Sony Playstation II), based on Movie II, to consumers has timely commenced (i.e., on or before the applicable Marketing Date) in accordance with the terms provisions of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time ; and (as defined in the Arrangement Agreement), the iv) Licensee shall pay have a debt to Canopy equity ratio of not less than 1:2.75 for a royalty period of at least six (6) months prior to the rate date of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenuesuch request. Alternatively, calculated whether or not Licensee has complied with the foregoing conditions, Licensee may from time to time, not more frequently than once in any six (6) month period, request that this Agreement be converted to an exclusive agreement based upon Licensee's improved financial performance. Along with any such request, Licensee shall submit to Licensor an updated credit package and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable Licensor shall consider Licensee's request pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, Licensor's standard legal and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated credit policies and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy;procedures. (c) No license is granted hereunder for the manufacture, distribution or sale of the Licensed Product(s) for publicity purposes, for sale or gift in combination with other products or services, as giveaways, as premiums used for the purpose of publicizing, promoting or increasing sales of any other product(s) or service(s), or in connection with any similar method of merchandising. Notwithstanding anything to the extent contrary contained herein, Licensee may (i) distribute, for promotional purposes only, not more than [*] units of each Licensed Product in the United States, and a total of not more than [*] units of each Licensed Product in territories other than the United States, as well as [*] "time limited" or reduced feature "demo" versions, subject to Licensor's approval rights set forth in Paragraph 10; and (ii) subject to the prior written approval of Licensor on a case-by-case basis, and timely payment of all amounts that may then be due hereunder, allow the amount of the withholding tax that actually is required Licensed Products to be withheld exceeds bundled with other products in connection with Licensee's "OEM" (Original Equipment Manufacturer) business where, by way of example only, multiple software products may be included with the amount purchase of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy game console or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; andpc hardware. (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment specifically understands and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax agrees that no rights are granted herein with respect to payments made under the Warner Bros. "shield" logo or trademark (the "Warner Bros. Shield"), or any other trademark(s), logo(s) or copyrights owned by Licensor other than those specifically set forth ------------------ * Terms represented by this Amended & Restated Agreement Canopy shall deliversymbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission ("SEC") pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authorityas amended, and have been filed separately with the SEC. above in the Licensed Property, it being understood that is reasonably requested all rights in writing by the Licensee, and to said properties are reserved exclusively to Licensor for use and/or licensing as will permit such royalty payments it deems appropriate to be made without withholding or at a reduced rate third party(s) of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canadaits choice.

Grant of License. Canopy 2.1. License, (a) LICENSOR hereby grants COMPANY an exclusive right and license, with the right of sublicense, to make, have made, develop , use, import, offer for sale and sell Licensed Products and practice Licensed Patents and the right to practice Licensed Technology in the Field of Use in the Licensed Territory during the term of this Agreement. (b) With respect to Licensed Know-How, LICENSOR hereby grants to COMPANY, subject to the Licensee rights of third parties, an Exclusive license, with the nonright of sublicense, in and to Licensed Know-exclusiveHow to make, royaltyhave made, sell, offer for sale, use, and import Licensed Products throughout the Licensed Territory in the Field of Use. For the purpose of this subsection only, “Exclusive” shall mean LICENSOR shall not grant any additional commercial licenses to any for profit third parties (except to the U.S. Government to the extent required by law) who are not current or future entities which enter into a research agreement with LICENSOR in which such Licensed Know-free license How is required in the performance of the contemplated research or in the practice of any resulting intellectual property; provided that subject to the caveats expressly specified in the last paragraph of Section 2. l(b) and under Section 2.3 LICENSOR shall not knowingly use, allow (to the extent such Licensed Know How is legally enforceable) and/or grant others the right the right to use use, the Intellectual Property, Systems and Trademarks in the Territory solely Licensed Know-How for any technology that would infringe an issued claim of a Licensed Patent for the purposes specified in Section 4 hereof life of the Licensed Patent. It is expressly understood by the parties, that LICENSOR, as a matter of course actively educates students and in accordance with publishes the results of research and, as such, Licensed Know-How is commonly transferred to third parties without restriction and without a formalized agreement. Option. LICENSOR hereby grants COMPANY an exclusive option to an exclusive license, subject to any pre-existing rights of third party sponsors or the U.S. Government, under terms and conditions materially similar to the terms and conditions of this Amended & Restated AgreementAgreement to Improvements for a period of * years from the Effective Date. LICENSOR agrees to disclose, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following of receiving a written notification thereof from an Inventor, any Improvements to COMPANY. COMPANY shall provide LICENSOR written notice of its intent to exercise its option within ninety (90) days of notification by LICENSOR and the end of each calendar quarter. Any parties shall negotiate in good faith for a period not to exceed ninety (90) days from COMPANY’s notice unless a longer term is mutually agreed upon and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment consistent with terms granted to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or other companies in similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canadacircumstances.

Grant of License. Canopy (i) Subject to payment by Genomatica of the License Fees and Royalties specified in Article 4.1 and the other terms and conditions of this Agreement, Licensor hereby grants to Genomatica, as of the Licensee Effective Date, the right and license to use Licensor Intellectual Property (including the FEEP) 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 name “Bio-BDO®,” “PROESATM,” “Chemtex,” or “Genomatica” or any other trademark, service ▇▇▇▇, or trade name of the other Party in connection with the performance 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, and no information shall be required to be furnished by either Party over governmental prohibition or objection. ***Confidential Treatment Requested (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 PROESATM 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. 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 freely license the PROESATM 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 be at least […***…]. At Genomatica’s request, Licensor will provide reasonable documentation showing compliance with the guarantee in the preceding sentence. Such exclusivity as described above will continue until March 31, 2014 or longer as provided herein. If, by March 31, 2014, Genomatica (either directly or indirectly through a joint venture or other designee) or a sublicensee of Genomatica’s rights with respect to the 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 Bioprocess and paid the first installment of the License Fee due in connection therewith, 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 PROESATM 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, royaltyLicensor will then be allowed to out-free license the PROESATM Process Technology to succinic acid producers intending to convert succinic acid to BDO, and right Genomatica will then be allowed to in-license other Biomass pretreatment technologies for use the Intellectual Property, Systems and Trademarks in the Territory solely BDO Field for the purposes specified in Section 4 hereof and in accordance with the terms of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement deployment by the Licensee, which Genomatica or for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, valuesubsequent out-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canadalicensing.

Grant of License. Canopy (a) Licensor hereby grants to Licensee, during the Licensee term of this Agreement and any extension thereof only, a nonassignable (except as otherwise set forth at Section 17 herein) exclusive right and license, subject to the non-exclusiveterms and conditions hereinafter set forth, royalty-free license and right to use the Intellectual Property, Systems and Trademarks in the Territory solely for the purposes specified in Section 4 hereof and in accordance connection with the terms production, packaging, sales distribution and advertising of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time products listed on Exhibit B (as defined "Licensed Products") in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated territories listed on Exhibit B ("Licensed Territories") attached hereto and payable within sixty (60) days following the end of each calendar quarterincorporated herein. Any and all amounts expressed as being payable The license granted pursuant to this Amended & Restated Agreement by Section 1 is limited to the Licensee, which for greater certainty includes sale and distribution of Licensed Products to consumers located in the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable;Licensed Territories. (b) Licensor agrees not to license any other person or entity to use the Trademarks in the Licensed Territories for the Licensed Products or to use the Trademarks to sell or distribute the Licensed Products to consumers located in the Licensed Territories during the Licensed Term or any extension thereof during which an exclusive license for such Trademarks is outstanding in favor of Licensee. Notwithstanding anything herein to the contrary, if Licensee shall payabandon or cease using the Trademarks on all Licensed Products in a category for one year in any State of the Licensed Territory and has not provided to Licensor notification within that period of an intention to reintroduce at least some of the Licensed Products in that category within ninety (90) days thereafter and in fact does not reintroduce those Licensed Products within such ninety (90) day period, Licensor shall have the right directly or indirectly to use, or cause to be paidlicense others to use, the Trademarks for that category of Licensed Products in any such withholding tax before State, provided that Licensor shall notify Licensee in writing that it is using, or entering into a license for such product prior to commencement of such use or license. For the date purposes of this Agreement, the categories of Licensed Products are Licensed Cultured Diary Products, Licensed Frozen Desserts and Licensed Fluid Milk Products; such categories are further identified on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy;Exhibit B. (c) Licensee shall have a period of twelve (12) months from the date hereof to commence use of the Trademarks on the Licensed Products in the States of Mississippi and Alabama. Failure to commence use of the Trademarks in either of these two states within the time permitted shall terminate any and all rights of License with respect to the extent that the amount use of the withholding tax that actually is required to be withheld exceeds Trademarks in the amount of state where the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; anduse has not commenced. (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy have a period of two (2) years from the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy date hereof to commence use of the return reporting such payment or other evidence satisfactory Trademarks on the Licensed Products in the Option Territories set forth in Exhibit B. Failure to Canopy of such deduction, withholding or payment and commence use of the remittance thereof to Trademarks on the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction Licensed Products in any county included in the Option Territories within the time permitted shall terminate any and all rights of withholding tax the License with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to use of the extent that Canopy is legally entitled to do so, to Trademarks on Licensed Products in such county in the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholdingOption Territories. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of option rights, Licensee will pay Licensor One Thousand Five Hundred Dollars ($1,500.00) ("the tax treaty between Option Fee") on or before August 31, 1995. If Licensee exercises its option within the United States two (2) year period, this License shall be extended to the Option Territories for the Licensed Products and CanadaLicensee shall pay Licensor as provided in Section 6 hereof.

Grant of License. Canopy 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 permitted sublicensees hereunder. By virtue of the disclosure of Technical Information and training, 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 Licensee 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. All sublicenses shall (i) be non-exclusive, royalty-free license (ii) shall terminate with the termination of the rights and right licenses granted to use the Intellectual PropertyLICENSEE under Section 2.1 hereof, Systems and Trademarks in the Territory solely for the purposes specified in Section 4 hereof and be otherwise limited in accordance with the terms 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 this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time every sublicense agreement or other agreement entered into by LICENSEE in connection with a sublicense hereunder within thirty (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (6030) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licenseeexecution thereof. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of LICENSOR may terminate any such requirement or sublicense if there is any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, ownership or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy control of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canadasublicensee.

Grant of License. Canopy 1.1 Subject to the terms and conditions of this Agreement, during the Term of this Agreement, Dow ▇▇▇▇▇ hereby grants to the Licensee the a non-exclusivetransferable sole and exclusive license on a worldwide 24-hour basis to use and, royaltywith the prior written consent of Dow ▇▇▇▇▇ or pursuant to Article II, Section 1.10, to sublicense the Exclusively Licensed Indexes solely in connection with creating, listing, trading, clearing, marketing, and promoting the Products. Dow ▇▇▇▇▇ shall not grant a license to any person in contravention of this Article II, Section 1.1. 1.2 Subject to the terms and conditions of this Agreement, during the Term of this Agreement , Dow ▇▇▇▇▇ hereby grants to Licensee a non-free transferable non-exclusive license and right on a worldwide 24-hour basis to use the Intellectual PropertyNon-exclusively Licensed Indexes solely in connection with creating, Systems listing, trading, clearing, marketing, and Trademarks promoting the Products; provided, however, Dow ▇▇▇▇▇ reserves the right to terminate the foregoing license with respect to individual Non-exclusively Licensed Indexes upon written notice to Licensee if Licensee has not commenced trading a Product based on such Non-exclusive Index(es) by the applicable Target Launch Date identified in Schedule A. 1.3 Subject to the Territory solely terms and conditions of this Agreement, during the Term of this Agreement , Dow ▇▇▇▇▇ hereby grants to Licensee a non-transferable license to use and refer to and, with the prior written consent of Dow ▇▇▇▇▇ or pursuant to Article II, Section 1.10, to sublicense the Dow ▇▇▇▇▇ Marks in connection with Licensee’s creating, listing, trading, clearing, marketing, and promoting the Products in order to indicate the source of the Licensed Indexes and as may otherwise be required by applicable laws, rules or regulations or under this Agreement . 1.4 Prior to December 31, 2010, Dow ▇▇▇▇▇ shall not grant a license to use a “Dow ▇▇▇▇▇” branded index (e.g., not a co-branded index) based in whole on U.S. equities that is developed by Dow ▇▇▇▇▇ on or after the Effective Date for any futures contract or option on a futures contract traded on an exchange, board of trade of other entity regulated by the purposes specified CFTC, to any third party unless Dow ▇▇▇▇▇ has first offered in Section 4 hereof writing to license such index to Licensee. If Licensee responds in writing to Dow ▇▇▇▇▇’ offer within thirty (30) days, Dow ▇▇▇▇▇ and Licensee shall negotiate in accordance good Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (“*****”), and the omitted text has been filed separately with the Securities and Exchange Commission. faith, exercising reasonable efforts to agree on the terms of such license. If Licensee does not respond in writing to Dow ▇▇▇▇▇’ offer within thirty (30) days of its receipt, or if Dow ▇▇▇▇▇ and Licensee have not executed a written agreement granting such a license to Licensee with the Product having been launched within thirty (30) days after Licensee’s initial response, then Dow ▇▇▇▇▇ may license such index to any other third party; provided that the terms of any such license granted shall not be more favorable than those offered to or negotiated with Licensee. 1.5 Nothing contained in this Amended & Restated AgreementAgreement constitutes a license to the Licensee to use any one or more of the Licensed Indexes other than in connection with the creating, listing, trading, clearing, marketing, and promoting the Products. 1.6 The Licensee acknowledges that the Licensed Indexes and the Dow ▇▇▇▇▇ Marks are the exclusive property of Dow ▇▇▇▇▇ and that Dow ▇▇▇▇▇ has and retains all Intellectual Property and other proprietary rights therein. Except as otherwise specifically provided thatherein, notwithstanding Dow ▇▇▇▇▇ reserves all rights to the foregoingLicensed Indexes and the Dow ▇▇▇▇▇ Marks, following and this Agreement shall not be construed to transfer to the Acquisition Effective Time (as defined Licensee any ownership right to, or equity interest in, the Licensed Indexes or the Dow ▇▇▇▇▇ Marks, or in any Intellectual Property or other proprietary rights pertaining thereto. 1.7 The Licensee acknowledges that the Licensed Indexes and their compilation and composition, and any changes therein, are and will be in the Arrangement Agreement)complete control and sole discretion of Dow ▇▇▇▇▇. 1.8 Aside from the limitations set forth in the scope of the licenses granted herein and Dow ▇▇▇▇▇’ limited approval rights provided below, there will be no restrictions placed on how Licensee structures Products or how Licensee offers Products for trading. For example, Licensee may facilitate spread trading among Products and other products through special quoting or pricing mechanisms. For the avoidance of doubt, Licensee may continue to offer Products for trading through any trading or quoting mechanism that Licensee offers as of the Effective Date, including quoting based on volatility. If spread trading results in multiple Products being traded and Licensee collecting fees for those Products, Licensee shall pay to Canopy Dow ▇▇▇▇▇ the License Fees for each of those Products as if each Product had traded separately. If Licensee lists a royalty spread product reflecting an interest in multiple Products as a separate instrument such that one Product is traded and Licensee collects fees for one Product, Licensee shall pay Dow ▇▇▇▇▇ a license fee for one Product at the ***** rate that would apply to any included Product. Portions of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (“*****”), and the omitted text has been filed separately with the Securities and Exchange Commission. 1.9 Licensee may list Products of Royalty Revenuevarious contract sizes based on a Licensed Index. As of the Effective Date, calculated Licensee may list a Product based on the Dow ▇▇▇▇▇ Industrial Average with a contract size of approximately ten (10) times the value of the DJIA and payable within sixty a different Product with a contract size of approximately five (605) days following times the end value of each calendar quarterthe DJIA. Any and all amounts expressed as being payable pursuant new contract size shall be subject to this Amended & Restated Agreement by the LicenseeDow ▇▇▇▇▇’ prior approval, which approval shall not be unreasonably withheld. 1.10 Notwithstanding any other provision of this Agreement, Dow ▇▇▇▇▇ grants Licensee the right to sublicense its rights with respect to the Exclusively Licensed Indexes and the Dow ▇▇▇▇▇ Marks that designate such indexes to any other exchange for greater certainty includes use with Products subject to such exchange executing a Sublicense Agreement substantially in the royalty described form attached as Schedule E (a “Sublicense Agreement”). 1.11 Subject only to Article II, Section 1.1, nothing contained in this SectionAgreement shall restrict Dow ▇▇▇▇▇ from licensing any one or more of the Licensed Indexes or the Dow ▇▇▇▇▇ Marks to any other person or entity at any time. 1.12 Notwithstanding any other provision of this Agreement, Dow ▇▇▇▇▇ shall not include taxes, duties grant a license to any third party to use the Exclusively Licensed Indexes and related Dow ▇▇▇▇▇ Marks as the basis of exchange-traded or any other governmental levies, OTC contracts for difference or spread betting traded in the payment of which are, United States unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee Dow ▇▇▇▇▇ has first obtained Licensee’s prior written consent, which consent shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; not be unreasonably withheld and (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) Dow ▇▇▇▇▇ and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of ***** received in connection with such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) license as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canadamutually agreed.

Grant of License. Canopy 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 hereby grants to CORPORATION and CORPORATION hereby accepts from NYU the Licensee the non-exclusive, royalty-free license and right License. b. The License granted to use the Intellectual Property, Systems and Trademarks in the Territory solely for the purposes specified CORPORATION in Section 4 5.a. hereof shall commence upon the Effective Date and shall remain in accordance with force on a country-by-country basis, if not previously terminated under the terms of this Amended & Restated Agreement, provided that, notwithstanding for fifteen (15) years from the foregoing, following Date of First Commercial Sale in such country or until the Acquisition Effective Time expiration date of the last to expire of the UNIVERSITY Patents whichever shall be later. 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 (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at except that the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described may be at higher rates than those set forth in this SectionAgreement) (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, shall not include taxes, duties or any other governmental levies, the payment a copy of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopyprovided by CORPORATION under a written agreement, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect copy of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased provided by CORPORATION to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) NYU as soon as practicable after the due date signing thereof. Each sublicense granted by CORPORATION hereunder shall be subject and subordinate to the terms and conditions of payment of any withholding tax which it is required by Section 2(bthis License Agreement and shall contain (inter-alia) above to pay, the Licensee following provisions: (1) the sublicense shall deliver Canopy expire automatically on the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy termination of the return reporting such payment License; (2) the sublicense shall not be assignable, in whole or other evidence satisfactory to Canopy of such deduction, withholding or payment and in part; (3) the sublicensee shall not grant further sublicenses; and (4) both during the term of the remittance thereof sublicense and thereafter the sublicensee shall agree to the relevant Governmental Authority. If Canopy is entitled a confidentiality obligation similar to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested imposed on CORPORATION in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental AuthoritySection 8 below, and that is reasonably requested in writing by the Licenseesublicensee shall impose on its employees, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for both during the terms of their employment and thereafter, a similar undertaking of confidentiality; and (5) the tax treaty between sublicense agreement shall include the United States text of Sections 13 and Canada14 of this Agreement and shall state that NYU is an intended third party beneficiaries of such sublicense agreement for the purpose of enforcing such indemnification and insurance provisions.

Grant of License. Canopy (a) Licensee and MSCI have entered into the Data License pursuant to which MSCI has granted Licensee a license to use certain data relating to the Indexes. The maturity of any UIT will not exceed 16 months. Notwithstanding the prohibition in the Data License with respect to offering financial instruments or products based on any MSCI index, MSCI hereby grants to Licensee, subject to the Licensee the nonterms and conditions of this Agreement, a non transferable, non exclusive and specifically-exclusive, royalty-free license and right limited license: (i) to use the Intellectual PropertyIndexes as the basis, Systems and Trademarks in the Territory solely for the purposes specified in Section 4 hereof and in accordance with the terms of this Amended & Restated Agreementor a component, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax relevant Trust(s) as set forth in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: each Schedule; (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (cii) to the extent that the amount of the withholding tax that actually is required use and refer to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between each relevant Index and ▇▇▇▇ in connection with marketing and/or promoting the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased Trusts to the extent necessary to ensure that, after indicate the making source of the deduction, withholding or payment of relevant Indexes and in connection with making such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on disclosure about the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (drelevant Trust(s) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(bthe relevant regulatory authorities; and (iii) above to pay, sublicense the Licensee shall deliver Canopy the original or a certified copy rights granted in clauses (i) and (ii) of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof this sentence to the relevant Governmental AuthorityTrusts, as set forth in Section 1(c) below. If Canopy For the avoidance of doubt, this Agreement shall not grant Licensee the right to create any financial instruments or products based on the Index(es) other than the Trust(s), including, but not limited to, mutual funds or ETFs. Further, Licensee shall have no right to create or offer any futures, options or other derivative financial instruments relating to any Index or Trust without MSCI's express prior written approval. The license to use each Index and ▇▇▇▇ as described herein is entitled limited to an exemption from use solely in connection with the relevant Trusts specified in the relevant Schedule as of the effective date specified in such Schedule. For purposes of clarity, in the event that the Data License, or reduction of withholding tax any amendment thereto, does not include any Index listed on any Schedule, the license purportedly granted herein with respect to payments made under such Index shall not be effective. "Schedule" shall mean each amendment to this Amended & Restated Agreement Canopy pursuant to which MSCI licenses to Licensee one or more specified Indexes for one or more specified Trusts, the form of which amendment is attached hereto as Exhibit A. Each Schedule shall deliverstate the relevant Index(es), a description of the Trust(s), the applicable License Fee, the effective date of such Schedule and, to the extent that Canopy is legally entitled to do sodifferent from the provisions of this Agreement, any special terms or conditions particular to the Licenseerelevant Trust(s). A Schedule will not be effective until signed by both parties. "Agreement" shall mean this Master Index License Agreement For Index Based Trusts, at the time all attached Exhibits and Schedules and any amendments hereto or times reasonably requested thereto that are in writing and signed by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canadaboth parties.

Grant of License. Canopy hereby grants Mortgagee confers upon Mortgagor a revocable license (“License”) to collect and retain the Payments as they become due and payable, until the occurrence of a Default (as hereinafter defined). Upon a Default, the License shall be automatically revoked and Mortgagee may collect and apply the Payments pursuant to the Licensee terms hereof without notice, either in person or by agent, with or without bringing any action or proceedings, or by a receiver appointed by a court, and with or without possession of, the non-exclusive, royalty-free license and right to use the Intellectual Property, Systems and Trademarks in the Territory solely . All Payments thereafter collected by Mortgagor shall be held by Mortgagor as trustee under a constructive trust for the purposes specified in Section 4 hereof benefit of Mortgagee. Mortgagor hereby irrevocably authorizes and in accordance directs the tenants under the Leases to rely upon and comply with the terms of this Amended & Restated Agreement, provided that, notwithstanding the foregoing, following the Acquisition Effective Time (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement any notice or demand by the Licensee, which for greater certainty includes the royalty described in this Section, shall not include taxes, duties or any other governmental levies, the payment of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible Mortgagee for the payment to CanopyMortgagee of any rental or other sums which may at any time become due under the Leases, or for the performance of any of the tenants’ undertakings under the Leases, and the tenants shall pay have no right or cause duty to be paid inquire as to Canopywhether any Default has actually occurred or is then existing. Mortgagor hereby relieves the tenants from any liability to Mortgagor by reason of relying upon and complying with any such notice or demand by Mortgagee. Mortgagee may apply, in its sole discretion, any salesPayments so collected by Mortgagee against any Secured Obligation or any other obligation of Mortgagor, value-added Mortgagor or similar tax any other person or other tax that is not a withholding entity, under any document or income tax instrument related to or executed in respect of connection with the royalty described in this SectionLoan Documents, however denominated and measured, imposed by a Governmental Authority in respect whether existing on the date hereof or hereafter arising. Collection of any amounts payable Payments by Mortgagee shall not cure or waive any Default or notice of Default or invalidate any acts done pursuant to this Amended & Restated Agreement by the Licenseesuch notice. If and when no Default exists, Mortgagee shall re-confer the Licensee is required by Applicable Law or License upon Mortgagor until the administrative practice occurrence of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) as soon as practicable after the due date of payment of any withholding tax which it is required by Section 2(b) above to pay, the Licensee shall deliver Canopy the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence satisfactory to Canopy of such deduction, withholding or payment and of the remittance thereof to the relevant Governmental Authority. If Canopy is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental Authority, and that is reasonably requested in writing by the Licensee, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for the terms of the tax treaty between the United States and Canadaanother Default.

Grant of License. Canopy hereby a. Subject to the terms and conditions set forth in this Agreement, NYU grants to CORPORATION (i) an exclusive worldwide license under the Licensee NYU Patents and NYU Know-How to develop, manufacture, use, sell, offer to sell, have sold, lease, rent, or import Licensed Products and processes in the Field, together with the right to grant sublicenses as provided in Section 7(c) and (ii) a non-exclusiveexclusive worldwide license under any improvements to the NYU Patents created by the NYU Principal Investigator (for so long as the NYU Principal Investigator is employed by NYU) after the end of the NYU Research Project and prior to the expiration of the term of this Agreement to develop, royalty-free manufacture, use, sell, offer to sell, have sold, lease, rent, or import Licensed Products and processes in the Field, together with the right to grant sublicenses as provided in Section 7(c) (collectively, the "License"). Notwithstanding the foregoing exclusive license and right contained in Section 7(a)(i), NYU hereby reserves to itself a license to use the Intellectual Property, Systems NYU Patents and Trademarks in the Territory solely NYU Know-How for the purposes specified its own internal non-profit academic and research purposes. b. The License granted to CORPORATION in Section 4 hereof and 7(a) hereto shall commence upon the date this Agreement becomes effective in accordance with Section 2 and shall remain in force on a country-by-country basis, if not previously terminated under the terms of this Amended & Restated Agreement, provided that, notwithstanding until the foregoing, following expiration date of the Acquisition Effective Time last to expire of the NYU Patents. c. CORPORATION shall be entitled to grant sublicenses under the License on terms and conditions in compliance and not inconsistent with the terms and condition of this Agreement (as defined in the Arrangement Agreement), the Licensee shall pay to Canopy a royalty at except that the rate of [COMMERCIALLY SENSITIVE INFORMATION REDACTED] of Royalty Revenue, calculated and payable within sixty (60) days following the end of each calendar quarter. Any and all amounts expressed as being payable pursuant to this Amended & Restated Agreement by the Licensee, which for greater certainty includes the royalty described may be at higher rates than those set forth in this SectionAgreement) to Affiliates of CORPORATION, and to third parties for consideration and in an arms-length transaction. All sublicenses shall not include taxesonly be granted by CORPORATION under a written agreement, duties or any other governmental levies, the payment a copy of which are, unless otherwise provided for herein, the responsibility of the Licensee. For greater certainty, the Licensee shall be responsible for the payment provided by CORPORATION to Canopy, and shall pay or cause to be paid to Canopy, any sales, value-added or similar tax or other tax that is not a withholding or income tax in respect of the royalty described in this Section, however denominated and measured, imposed by a Governmental Authority in respect of any amounts payable pursuant to this Amended & Restated Agreement by the Licensee. If the Licensee is required by Applicable Law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of a withholding tax from the payment of a royalty described in this Section 2: (a) the Licensee shall notify Canopy of any such requirement or any change in any such requirement as soon as it becomes aware of it as soon as practicable; (b) the Licensee shall pay, or cause to be paid, any such withholding tax before the date on which penalties attach thereto, if the liability to pay is imposed on royalty payments to Canopy; (c) to the extent that the amount of the withholding tax that actually is required to be withheld exceeds the amount of the withholding tax that would have been withheld if a tax treaty between the relevant taxing jurisdictions applicable to each of Canopy or its assignee(s) and Licensee or its assignees, would have applied (“Excess Withholding Amount”), the royalty payable by the Licensee shall be increased to the extent necessary to ensure that, after the making of the deduction, withholding or payment of such Excess Withholding Amount (including any deduction, withholding or payment applicable to additional sums payable under this Section 2), Canopy receives on the due date a net sum equal to what Canopy would have received had no such deduction, withholding or payment for an Excess Withholding Amount have been required; and (d) NYU as soon as practicable after the due date signing thereof. Each sublicense granted by CORPORATION hereunder shall be subject and subordinate to the terms and conditions of payment of any withholding tax which it is required by Section 2(bthis Agreement and shall contain (inter-alia) above to pay, the Licensee following provisions: (1) the sublicense shall deliver Canopy expire automatically on the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy termination of the return reporting such payment License; (2) the sublicense shall not be assignable, in whole or other evidence satisfactory to Canopy of such deduction, withholding or payment and in part; (3) the sublicensee shall not grant further sublicenses; and (4) both during the term of the remittance thereof sublicense and thereafter the sublicensee shall agree to the relevant Governmental Authority. If Canopy is entitled a confidentiality obligation similar to an exemption from or reduction of withholding tax with respect to payments made under this Amended & Restated Agreement Canopy shall deliver, to the extent that Canopy is legally entitled to do so, to the Licensee, at the time or times reasonably requested imposed on CORPORATION in writing by the Licensee, such properly completed and executed documentation that is required by Applicable Law or the administrative practice of any Governmental AuthoritySection 11 below, and that is reasonably requested in writing by the Licenseesublicensee shall impose on its employees, as will permit such royalty payments to be made without withholding or at a reduced rate of withholding. In addition, Canopy, if reasonably requested in writing by the Licensee, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by Applicable Law and reasonably requested in writing by Licensee as will enable Licensee to determine whether or not Canopy is subject to backup withholding or information reporting requirements. The Parties hereby agree to make any necessary revisions to this Amended & Restated Agreement, including an assignment of the rights and obligations of the Licensee hereunder to an Affiliate in order to ensure an optimal economic outcome with consideration for both during the terms of their employment and thereafter, a similar undertaking of confidentiality; and (5) the tax treaty between sublicense agreement shall include the United States text of Sections 14 and Canada15 of this Agreement and shall state that NYU is an intended third party beneficiary of such sublicense agreement for the purpose of enforcing such indemnification and insurance provisions.