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 controls, or is under common control with PBI. The license granted in this [Section 1.1], as it relates to Non Wound Care Business, shall continue in full force even after a transfer by HWC of the Transferred Assets, or any part of them, to a third party. The license in this [Section 1.1] of Transferred Assets other than Transferred Intellectual Property Rights shall terminate upon the purchase of PBI by either HLTT or HWC.

With respect to a License Agreement (which constitutes a Material Contract) applicable to Intellectual Property that is owned by a third party and licensed to a Borrower or Guarantor and that is affixed to or otherwise used in connection with the manufacture, sale or distribution of any Inventory (other than an off-the-shelf product with a shrink wrap license), each Borrower and Guarantor shall # give Administrative Agent not less than ninety (90) days prior written notice of its intention to not renew or to terminate, cancel, surrender or release its rights under any such License Agreement, or to amend any such License Agreement or related arrangements to limit the scope of the right of such Borrower or Guarantor to use the Intellectual Property subject to such License Agreement in any material respect, either with respect to product, territory, term or otherwise, or to increase in any material respect the amounts to be paid by such Borrower or Guarantor thereunder or in connection therewith (and Administrative Agent may establish such Reserves as a result of any of the foregoing as Administrative Agent may reasonably determine), # give Administrative Agent prompt written notice of any such License Agreement entered into by such Borrower or Guarantor after the Effective Date, or any material amendment to any such License Agreement existing on the Effective Date, in each case together with a true, correct and complete copy thereof and such other information with respect thereto as Administrative Agent may in good faith request, # give Administrative Agent prompt written notice of any material breach of any obligation, or any default, by the third party that is the licensor or by the Borrower or Guarantor that is the licensee or any other party under any such License Agreement, and deliver to Administrative Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and any other notice received or delivered by such Borrower or Guarantor in connection with any such a License Agreement that relates to the scope of the right, or the continuation of the right, of such Borrower or Guarantor to use the Intellectual Property subject to such License Agreement or the amounts required to be paid thereunder.

License Grant. Subject to the terms and conditions of this Agreement, WuXi shall grant and hereby grants to Arcus, and Arcus accepts, # an exclusive (even as to WuXi and its Affiliates), non-transferable (except as set forth in Section 11.6) 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; and # a non-exclusive, non-transferable (except as set forth in Section 11.6) license, with the right to sublicense (as provided in Section 2.2) under the Licensed IP to Develop and manufacture Licensed Products anywhere in the world only for applications in the Field solely for the purpose of Developing, manufacturing and Commercializing Licensed Products for use in and for the Territory. All rights not expressly granted to Arcus under this Agreement are reserved to WuXi. Exercise or attempted exercise of the licensed rights granted in Section 2.1(i) by Arcus or its Affiliates in any Excluded Territory is a material breach of this Agreement. Arcus shall prohibit its sublicensees and subcontractors from exercising such licensed rights in the Excluded Territory, and shall use Commercially Reasonable Efforts to enforce such prohibition. If Arcus or any of its Affiliates receives, or becomes aware of the receipt by a sublicensee or subcontractor of any orders for any Licensed Product for use in the Excluded Territory, Arcus shall notify WuXi thereof and shall procure that such recipient refers such orders to WuXi or WuXi’s designee.

License Grant. Subject to the terms and conditions of this Agreement, Merck hereby grants to Licensee an exclusive (even as to Merck and its Affiliates), royalty bearing license in the Territory in the Field, with the right to grant sublicenses as provided herein, under the Compound Patent Rights and the Merck Know-How, to Develop, make, have made, use, import, export, Commercialize, sell, offer for sale, and market the Licensed Product in the Field in the Territory during the Term. Merck grants to Licensee a non-exclusive royalty bearing license, in the Field, in the Territory, with the right to grant sublicenses as provided herein, to any patent rights listed in [Schedule A] that are not exclusively directed to the Licensed Compound, but that encompasses human interleukin-10 that is not PEGylated, which are reasonably necessary for Licensee to Develop, make, have made, use, import, export, Commercialize, sell, offer for sale, and market the Licensed Product in the Field in the Territory during the Term. The licenses granted in this Section 2.01 may be sublicensed by Licensee to a Related Party or to a Third Party for any country in the Territory without the consent of Merck. ​. Any obligation of Merck to transfer tangible material set forth in [Schedule B] to Licensee and to provide assistance and support with such materials will not extend beyond ​ days after the Effective Date and will only be to the extent possible by the expenditure of commercially reasonable efforts.

Exclusive License. Northern, for itself and on behalf of its Affiliates, hereby grants to Spero a non-transferable (except in accordance with Section 9.1), exclusive (even as to Northern and its Affiliates), worldwide license, with the right to sublicense in accordance with Section 2.2, under the Northern Patent Rights and Northern Know-How, to make, have made, use, sell, offer to sell, import, research, develop, commercialize and otherwise exploit Licensed Compounds and Licensed Products and Improvements. For avoidance of any doubt, it is understood and accepted that Northern Patent Rights and Northern Know-How also claim, cover or relate to Other Compounds, and that this Exclusive License to Spero does not include any rights whatsoever to said Other Compounds. Nothing in this Agreement prevents Northern from granting to Third Parties, on an exclusive and worldwide basis, Northern Patent Rights, Northern Know-How or Improvements claiming, covering or related to Other Compounds (but unequivocally excluding any rights whatsoever to any and all Licensed Compounds), without any obligations whatsoever to Spero or its Affiliates.

License Issue. Surface shall pay to Harbour on the Effective Date a license issue fee of One Hundred Twenty-Five Thousand U.S. dollars (U.S. $125,000).

Effective on the Closing Date, Seller hereby grants to the Partnership a non-exclusive, non-transferable, worldwide, fully-paid and royalty-free license to use the trademarks and trade names of Seller and its Affiliates currently used by the Partnership (the “Marks”) for a period of twelve (12) months following the Closing Date, in connection with the Partnership’s continuing use of the Marks on inventory, the Partnership’s website and stocks of physical documents in existence as of the Closing Date and in connection with the promotion of the Partnership’s products. The Partnership accepts such license subject to the terms and conditions set forth herein and agrees to use its commercially reasonable best efforts to cease using the Marks as soon as practicable following the Closing Date.

License Grant. Subject to the terms and conditions set forth in this Agreement, Harvard hereby grants to Licensee a non-exclusive, royalty-bearing, worldwide license, sublicensable solely in accordance with Section 2.2, to use the Biological Material and the Technology Transfer Material solely to produce Viruses solely to make and sell Products for use in the Field.

Each member of the Audit Committee will be paid an annual cash retainer fee of $12,000. The Chair of the Audit Committee will receive a supplemental annual retainer fee of $20,000. Each member of the Executive Compensation and Personnel Policies Committee will be paid an annual cash retainer fee of $7,500 and the Chair of the Executive Compensation and Personnel Policies Committee will receive a supplemental annual retainer fee of $15,000. Members of the Nominating and Corporate Governance Committee will each receive an annual retainer fee of $5,000 and the Chair of the Nominating and Corporate Governance Committee will receive a supplemental annual retainer fee of $12,500.

For clarity, each Outside Director who serves as the chair of a committee will receive only the additional annual fee as the chair of the committee and not the additional annual fee as a member of such committee while serving as such chair, provided that the Outside Director who serves as the Non-Executive Chair will receive the annual fee as an Outside Director and the additional annual fee as the Non-Executive Chair.