Fee. The Parties acknowledge that TCDS has paid to EDS the amounts specified in Exhibit A (“Assignment Fees”) in consideration for the prior grant of rights under the Assignment Agreement.

Annual. After the end of each fiscal year of Regional, and in any event within 120 days thereafter, # balance sheets and # statements of income of Regional and its Subsidiaries, prepared on a consolidated basis including a Special Purpose Subsidiary; together with:

License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Commercializing Party: # an exclusive license, with the right to grant sublicenses solely as provided in Section 2.2, to use the Licensed Protocol, the Kaufmann Name and the Kaufmann Intellectual Property in the Territory during the Term; and # an exclusive license to Commercialize the Products in the Territory during the Term.

License Grant. Subject to the terms and conditions of this Agreement, Abmuno grants to Arcus, and Arcus accepts, an exclusive (even as to Abmuno and its Affiliates), non-transferable (except as set forth in Section 11.7) license, with the right to sublicense (as provided in Section 2.2) under the Licensed IP, to make, have made, use, register, sell, offer to sell, have sold, import, export, exploit, research, improve, Develop and Commercialize Licensed Products in the Field in the Territory.

Trademark License. Subject to the terms of this Agreement, Axsome hereby grants to Licensee an exclusive (in the Territory), sublicensable (subject to [Section 2.1.6]), license to use the Licensed Trademarks solely in connection with the exercise of Licensee’s rights under Section 2.1.1 for the Commercialization in the Territory of the Licensed Products for use in the Field and solely as set forth in Sections 3.5 and 5.3.

PBI License. HWC hereby grants to PBI a royalty-free, paid-up, non-transferrable or sub-licensable except to an Affiliate, perpetual (except as set forth in the final sentence of this Section) license, to use the Transferred Assets, including the Transferred Intellectual Property Rights, for the purpose of conducting PBI’s Wound Care Business and Non-Wound Care Business; provided, however, that PBI’s conducting Non-Wound Care Business does not interfere in any material way with the conduct of the Wound Care Business by PBI and HWC. For purpose of this agreement, “Affiliate” shall mean any entity that is under control of, that

No License. Neither anything contained in this Agreement, nor any delivery of any Confidential Information to the Receiving Party will be deemed to grant to the Receiving Party any rights or licenses under any intellectual property rights (including, without limitation, patent applications, patents, extensions, trade secrets, trademarks, copyrights and/or rights in non-public information) of the Disclosing Party, except # as necessary to perform the services, or as necessary to implement this Agreement and/or # with regard to the rights and licenses expressly granted hereunder.

No License. Employee understands that this Agreement does not, and shall not be construed to, grant Employee any license or right of any nature with respect to any Work Product or Intellectual Property Rights or any Confidential Information, materials, software, or other tools made available to him by the Company.

2.1License Grant. Subject to the terms and conditions of this Agreement and the performance by Licensee of its obligations under this Agreement and in reliance on Licensee's

NO LICENSE. Other than expressly provided for in this Agreement, nothing in this Agreement grants or shall be construed to grant to any party any right or license to any intellectual property rights or to any application for any intellectual property rights (including but not limited to patent applications or patents) that are held by and/or that are in the name of the other party, nor to any confidential or proprietary information that a party hereto may receive from the other party hereto. Also, nothing in this Agreement grants or shall be construed to grant any claim or option to any right or license referred to in this Paragraph 18.